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. | ||