UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2022

o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ________ to ________.

Commission file number 1-12711

BITNILE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	94-1721931
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

11411 Southern Highlands Pkwy #240

Las Vegas, NV 89141

(Address of principal executive offices) (Zip code)

(949) 444-5464

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		NILE		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding year (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer þ	Smaller reporting company þ
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

At May 20, 2022 the registrant had outstanding 313,176,586 shares of common stock.

BINILE HOLDINGS, INC.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	F-1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 and 2021	F-3

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and 2021	F-4

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021	F-6

	Notes to Condensed Consolidated Financial Statements	F-8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	8

Item 4.	Controls and Procedures	8

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	13

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “goals,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, uncertain events or assumptions, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this report and our Annual Report on Form 10-K for the year ended December 31, 2021, particularly the “Risk Factors” sections of such reports. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission that disclose risks and uncertainties that may affect our business. The forward-looking statements in this Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that had not been completed as of the date of filing of this Quarterly Report on Form 10-Q. In addition, the forward-looking statements in this Form 10-Q are made as of the date of this filing, and we do not undertake, and expressly disclaim any duty to update such statements, whether as a result of new information, new developments or otherwise, except to the extent that disclosure may be required by law.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,		December 31,
	2022		2021
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	39,446,000	$	15,912,000
Restricted cash		4,695,000		5,321,000
Marketable equity securities		16,158,000		40,380,000
Digital currencies		745,000		2,165,000
Accounts receivable		6,977,000		6,455,000
Accrued revenue		2,723,000		2,283,000
Inventories		7,144,000		5,482,000
Prepaid expenses and other current assets		7,995,000		15,436,000
TOTAL CURRENT ASSETS		85,883,000		93,434,000

Cash and marketable securities held in Trust Account		116,737,000		116,725,000
Intangible assets, net		3,896,000		4,035,000
Goodwill		9,944,000		10,090,000
Property and equipment, net		206,797,000		174,025,000
Right-of-use assets		7,049,000		5,243,000
Investment in promissory notes and other, related parties		2,653,000		2,842,000
Investments in common stock, related parties		8,729,000		13,230,000
Investments in equity securities		37,091,000		30,482,000
Investment in unconsolidated entity		22,297,000		22,130,000
Loans receivable		13,358,000		14,337,000
Other assets		4,490,000		3,713,000
TOTAL ASSETS	$	518,924,000	$	490,286,000

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	27,239,000	$	22,755,000
Investment margin accounts payable		-		18,488,000
Operating lease liability, current		1,742,000		1,123,000
Notes payable, net		1,312,000		39,554,000
TOTAL CURRENT LIABILITIES		30,293,000		81,920,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-1

BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

(Unaudited)

	March 31,			December 31,
	2022			2021
LONG TERM LIABILITIES
Operating lease liability, non-current		5,511,000			4,213,000
Notes payable		53,999,000			55,055,000
Convertible notes payable		488,000			468,000
Deferred underwriting commissions of Ault Disruptive subsidiary		3,450,000			3,450,000

TOTAL LIABILITIES		93,741,000			145,106,000

COMMITMENTS AND CONTINGENCIES
Redeemable noncontrolling interests in equity of subsidiaries		116,725,000			116,725,000

STOCKHOLDERS’ EQUITY
Series A Convertible Preferred Stock, $25.00 stated value per share,		-			-
$0.001 par value – 1,000,000 shares authorized; 7,040 shares
issued and outstanding at March 31, 2022 and December 31, 2021
(redemption amount and liquidation preference of $176,000 as of
March 31, 2022 and December 31, 2021)
Series B Convertible Preferred Stock, $10 stated value per share,		-			-
share, $0.001 par value – 500,000 shares authorized; 125,000 shares issued
and outstanding at March 31, 2022 and December 31, 2021 (liquidation
preference of $1,250,000 at March 31, 2022 and December 31, 2021)
Class A Common Stock, $0.001 par value – 500,000,000 shares authorized;		225,000			84,000
225,015,203 and 84,344,607 shares issued and outstanding at March 31,
2022 and December 31, 2021, respectively
Class B Common Stock, $0.001 par value – 25,000,000 shares authorized;		-			-
nil shares issued and outstanding at March 31, 2022 and December 31, 2021
Additional paid-in capital		495,536,000			385,644,000
Accumulated deficit		(174,378,000	)		(145,600,000	)
Accumulated other comprehensive loss		(393,000	)		(106,000	)
Treasury stock, at cost		(14,172,000	)		(13,180,000	)
TOTAL BITNILE HOLDINGS STOCKHOLDERS’ EQUITY		306,818,000			226,842,000

Non-controlling interest		1,640,000			1,613,000

TOTAL STOCKHOLDERS’ EQUITY		308,458,000			228,455,000

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	518,924,000		$	490,286,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

BITNLE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


	For the Three Months Ended
	March 31,
	2022			2021
Revenue	$	8,659,000		$	7,905,000
Revenue, cryptocurrency mining, net		3,548,000			130,000
Revenue, hotel operations		2,698,000			-
Revenue, lending and trading activities		17,921,000			5,210,000
Total revenue		32,826,000			13,245,000
Cost of revenue		10,494,000			5,108,000
Gross profit		22,332,000			8,137,000
Operating expenses
Research and development		695,000			602,000
Selling and marketing		6,481,000			1,242,000
General and administrative		13,687,000			5,092,000
Impairment of mined cryptocurrency		439,000			-
Total operating expenses		21,302,000			6,936,000

Income from operations		1,030,000			1,201,000
Other income (expenses)
Interest and other income		449,000			37,000
Interest expense		(29,824,000	)		(314,000	)
Change in fair value of marketable equity securities		-			1,960,000
Realized gain on marketable securities		109,000			397,000
Loss from investment in unconsolidated entity		(533,000	)		-
Gain on extinguishment of debt		-			482,000
Change in fair value of warrant liability		(18,000	)		(679,000	)
Total other (expenses) income, net		(29,817,000	)		1,883,000
(Loss) income before income taxes		(28,787,000	)		3,084,000
Income tax (provision) benefit		-			(6,000	)
Net (loss) income		(28,787,000	)		3,078,000
Net loss (income) attributable to non-controlling interest		15,000			(1,081,000	)
Net (loss) income attributable to BitNile Holdings, Inc.		(28,772,000	)		1,997,000
Preferred dividends		(5,000	)		(4,000	)
Net (loss) income available to common stockholders	$	(28,777,000	)	$	1,993,000

Basic net (loss) income per common share	$	(0.32	)	$	0.05
Diluted net (loss) income per common share	$	(0.32	)	$	0.05

Weighted average basic common shares outstanding		90,971,000			39,256,000
Weighted average diluted common shares outstanding		90,971,000			40,202,000

Comprehensive (loss) income
Net (loss) income available to common stockholders	$	(28,777,000	)	$	1,993,000
Other comprehensive income (loss)
Foreign currency translation adjustment		(287,000	)		(93,000	)
Net unrealized gain on derivative securities of related party		-			2,969,000
Other comprehensive (loss) income		(287,000	)		2,876,000
Total comprehensive (loss) income	$	(29,064,000	)	$	4,869,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

BITNILE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

Three Months Ended March 31, 2022

														Accumulated
	Series A & B								Additional					Other			Non-					Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			Comprehensive			Controlling		Treasury			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Loss			Interest		Stock			Equity
BALANCES, January 1, 2022		132,040	$	-		84,344,607	$	84,000	$	385,644,000	$	(145,600,000	)	$	(106,000	)	$	1,613,000	$	(13,180,000	)	$	228,455,000
Issuance of common stock for restricted stock awards		-		-		12,500		-		-		-			-			-		-			-
Stock-based compensation:

SEC Form 10-Q filed by BitNile Holdings Inc.