ACQUISITIONS (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
|---|
| Acquisitions Tables |
|
| Schedule of allocation of the purchase price |
| Finished
Goods Inventory |
|
$ |
58,622 |
|
| Trademarks |
|
|
300,000 |
|
| Patent |
|
|
3,078 |
|
| Customer
Relationships |
|
|
888,300 |
|
| |
|
|
|
|
| Total
Assets Acquired |
|
$ |
1,250,000 |
|
|
| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
| |
|
Preliminary |
|
|
|
|
|
Final |
|
| |
|
as
of |
|
|
|
|
|
as
of |
|
| |
|
April
1,
2016 |
|
|
Adjustments |
|
|
December
31, 2016 |
|
| |
|
|
|
|
|
|
|
|
|
| Current
Assets (Inclusive of Cash of $163,566) |
|
$ |
792,447 |
|
|
$ |
|
|
|
$ |
792,447 |
|
| Property,
Plant and Equipment |
|
|
681,896 |
|
|
|
|
|
|
|
681,896 |
|
| Customer
Relationships |
|
|
7,480,800 |
|
|
|
379,200 |
|
|
|
7,860,000 |
* |
| Trade
Name |
|
|
4,280,000 |
|
|
|
1,040,000 |
|
|
|
5,320,000 |
* |
| Dispensary
License |
|
|
8,214,700 |
|
|
|
2,055,300 |
|
|
|
10,270,000 |
* |
| Liabilities |
|
|
(2,355,938 |
) |
|
|
|
|
|
|
(2,355,938 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Total
Identifiable Net Assets |
|
|
19,093,905 |
|
|
|
3,474,500 |
|
|
|
22,568,405 |
|
| Goodwill |
|
|
32,395,760 |
|
|
|
(3,474,500 |
) |
|
|
28,921,260 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Assets |
|
$ |
51,489,665 |
|
|
$ |
|
|
|
$ |
51,489,665 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________
*
The Company received an independent third-party expert appraiser valuation report in valuing certain assets which included
Customer Relationships, Trade Name and Dispensary License. Management is fully responsible for the valuation of the assets.
|
|
| Summary of the purchase price |
| Purchase
Price Detail |
|
Series
B
Preferred
Stock
|
|
|
Series
Q
Preferred
Stock
|
|
|
Series
Z
Preferred
Stock
|
|
|
Preferred
Stock Converted into Common Stock |
|
|
Total
Consideration
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Closing
Consideration |
|
|
83,220 |
|
|
|
246 |
|
|
|
78 |
|
|
|
2,464,066 |
|
|
$ |
9,683,779 |
|
| Lockup
Consideration |
|
|
297,925 |
|
|
|
596 |
|
|
|
281 |
|
|
|
7,392,197 |
|
|
|
29,051,334 |
|
| Holdback
Consideration |
|
|
196,769 |
|
|
|
583 |
|
|
|
185 |
|
|
|
5,826,147 |
|
|
|
11,324,969 |
|
| Performance-Based
Cash Consideration |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,429,583 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Totals |
|
|
577,914 |
|
|
|
1,425 |
|
|
|
544 |
|
|
|
15,682,410 |
|
|
$ |
51,489,665 |
|
|
| Acquisition with a purchase price |
| Assets
Acquired |
|
|
|
| Inventory |
|
$ |
113,779 |
|
| Property,
Equipment and Leasehold Improvements: |
|
|
|
|
| Furniture
and Equipment |
|
|
52,829 |
|
| Leasehold
Improvements |
|
|
46,737 |
|
| Security
Deposits |
|
|
5,000 |
|
| Management
Service Agreement |
|
|
6,621,580 |
|
| Total
Assets Acquired |
|
$ |
6,839,925 |
|
|
| Pro Forma Results of Operations |
| |
|
Pro
Forma Results of Operations |
|
| |
|
For
the Year Ended
December
31,
|
|
| |
|
(Unaudited)
|
|
| |
|
2017 |
|
|
2016 |
|
| Revenues
|
|
$ |
38,208,172 |
|
|
$ |
28,207,138 |
|
| |
|
|
|
|
|
|
|
|
| Net
Loss Attributable to Terra Tech Corp. |
|
$ |
(33,472,729 |
) |
|
$ |
(27,863,773 |
) |
| Net
Loss per Common Share Attributable to Terra Tech Corp. Common Stockholders - Basic and Diluted |
|
|
|
|
|
|
|
|
| |
|
$ |
(0.73 |
) |
|
$ |
(1.07 |
) |
|