Annual report pursuant to Section 13 and 15(d)

CONTINGENT CONSIDERATION (Details Narrative)

v3.19.1
CONTINGENT CONSIDERATION (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Gain on Settlement of Contingent Consideration Liability $ (4,991,571) $ (4,991,571)
Loss on Fair Market Valuation of Contingent Consideration   $ 4,426,047
Contingent consideration, shares issued value   $ 4,790,000  
Additional shares clawed-back, shares   2,280,000  
Additional shares clawed-back, value   $ 9,680,000  
Market-Based Claw back associated with common stock   2,340,000  
April 1, 2016 (Acquisition Date) [Member]      
Contingent Consideration liability   $ 12,750,000  
April 1, 2017 (Acquisition Date) [Member]      
Final contingent consideration   $ 16,500,000  
Contingent consideration, shares issued   1,210,000  
Contingent consideration, shares issued value   $ 4,790,000  
Contingent consideration, cash payment   2,100,000  
Shares released from escrow, value   14,400,000  
Black Oak acquisition [Member]      
Contingent Consideration liability   $ 12,750,000  
Description for likelihood of payouts related to contingent consideration   In determining the likelihood of payouts related to the Black Oak Contingent Consideration, the probabilities for various scenarios (e.g., a 75.0% probability that the maximum amount of Black Oak Contingent Consideration will be payable), as well as the discount rate used in the Company’s calculations were based on internal projections, all of which were vetted by the Company’s senior management.  
Expected contingent consideration liability   $ 15,310,000  
Black Oak acquisition [Member] | Performance-Based Cash Consideration [Member]      
Due date description   Approximately the one-year anniversary date of the closing of the Black Oak merger  
Black Oak acquisition [Member] | Performance-Based Cash Consideration [Member] | Maximum [Member]      
Cash consideration payable   $ 2,088,000  
Black Oak acquisition [Member] | Holdback Consideration [Member]      
Description for determination of market-based claw back amount   a) If the Terra Tech Common Stock 30-day VWAP on the one-year anniversary date of the Merger Agreement exceeds the Terra Tech Closing Price, the Market-Based Clawback Amount shall mean the number of shares of Terra Tech Common Stock equal to (i) (A) $4.91 million divided by (B) the Terra Tech Closing Price, less (ii) (A) $4.91 million divided by (B) the Terra Tech Common Stock 30-day VWAP on such date.  
Description for determination of performance-based claw back amount   a) The “Lower Threshold” means an amount equal to $11.98 million, and the “Upper Threshold” means an amount equal to $16.67 million. b) If Black Oak’s operating revenues for the 12-month period following the closing date of the Black Oak merger (the “Year 1 Revenue”) is less than the Lower Threshold, then the Performance-Based Clawback Amount will be the number of shares obtained from a quotient, (A) the numerator of which is equal to the sum of (1) $4.91 million, plus (2) the product of 1.5 multiplied by the difference between the Lower Threshold and the Year 1 Revenue, and (B) the denominator of which is the Terra Tech common stock 30-day VWAP as of the one-year anniversary date of the closing of the Black Oak merger. c) If the Year 1 Revenue is greater than or equal to the Lower Threshold but is less than the Upper Threshold, then the Performance-Based Clawback Amount will be the number of shares obtained from a quotient, (A) the numerator of which is equal to the product of 1.053 multiplied by the difference between the Upper Threshold and the Year 1 Revenue, and (B) the denominator of which is the Terra Tech common stock 30-day VWAP as of the one-year anniversary date of the closing of the Black Oak merger. d) If the Year 1 Revenue is greater than or equal to the Upper Threshold, then the Performance-Based Clawback Amount will be zero shares.