XML 29 R17.htm IDEA: XBRL DOCUMENT
v3.23.1

BUSINESS COMBINATION | 3 Months Ended
--- | ---
Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATION | 11. BUSINESS COMBINATION BMI Acquisition On March 6, 2023, the Company closed into a Share Exchange Agreement (the “Agreement”) with BMI and sold to BMI all of the outstanding shares of capital stock of the Company’s subsidiary, BitNile.com, Inc. (“BitNile.com”) as well as the securities of Earnity, Inc. (“Earnity”) beneficially owned by BitNile.com as of the date of the Agreement (the “Transaction”). As consideration for the acquisition, BMI issued shares of preferred stock convertible into common stock of BMI representing approximately 73.2% of BMI’s outstanding common stock. Pending approval of the transaction by BMI’s shareholders, the preferred stock combined are subject to a 19.9% beneficial ownership limitation. The Transaction benefits the Company as BMI is a publicly traded company and provides BitNile.com access to capital markets as the primary focus for BMI to fund the expected growth of the BMI metaverse platform. In addition, there are certain synergies between the Company’s Bitcoin mining operations and BMI’s Agora Digital mining business. The holders of preferred stock will be entitled to receive dividends at a rate of 5% of the stated value of the preferred stock. The Company is entitled to appoint three members to the board of directors of BMI and, following shareholder approval, a majority of the board. The Company consolidates BMI as a variable interest entity (a “VIE”) due to its significant level of influence and control of BMI, the size of its investment, and its ability to participate in policy making decisions. The Company is considered the primary beneficiary of the VIE.
Schedule of variable interest entities |  |  |
Ault Alliance investment in BMI |  | Amount |
Common stock |  | $ | 287,000 |
The total purchase price to acquire BMI has been allocated to the assets acquired and assumed liabilities based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The goodwill resulting from this acquisition is not tax deductible. The fair value of the acquired assets and assumed liabilities as of the date of acquisition are based on preliminary estimates provided, in part, by a third-party valuation expert. The estimates are subject to change upon the finalization of appraisals and other valuation analyses, which are expected to be completed no later than one year from the date of acquisition. Although the completion of the valuation activities may result in asset and liability fair values that are different from the preliminary estimates included herein, it is not expected that those differences would alter the understanding of the impact of this transaction on the consolidated financial position and results of operations of the Company. The preliminary purchase price allocation is as follows:
Schedule of recognized identified assets acquired and liabilities assumed |  |  |  |
|  | Preliminary Allocation |
Fair value of Company interest |  | $ | 287,000 |
Fair value of non-controlling interest |  |  | 6,357,000 |
Total consideration |  | $ | 6,644,000 |
Identifiable net assets acquired: |  |  |  |
Cash |  | $ | 39,000 |
Investment in equity securities |  |  | 6,000,000 |
Prepaid expenses and other current assets |  |  | 1,032,000 |
Property and equipment, net |  |  | 4,113,000 |
Right-of-use assets |  |  | 350,000 |
Accounts payable and accrued expenses |  |  | (4,551,000 | )
Lease liabilities |  |  | (356,000 | )
Net assets acquired |  |  | 6,627,000 |
Goodwill |  | $ | 17,000 |

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration