SHARE COMMITMENT WITH VENTURE METALS, LLC

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Share Commitment with Venture Metals, LLC

SHARE COMMITMENT WITH VENTURE METALS, LLC

In 2010, the Company and Venture Metals, LLC ("Venture") entered into an acquisition agreement for various intangibles with the Company as acquirer. The Company agreed to deliver up to an additional 750,000 shares of ISA Common Stock in accordance with the following:

(a) Venture would receive up to ninety thousand (90,000) shares of ISA common stock per annum commencing in 2011 for calendar year 2010, and thereafter in 2012, 2013, 2014, and 2015 for calendar years 2011, 2012, 2013, and 2014, respectively, resulting in a maximum of four hundred fifty thousand (450,000) shares of ISA common stock over such period (but in no event greater than 90,000 shares in any one calendar year) based on satisfaction of certain RONA criteria. Such consideration would be payable in the form of ISA common stock in one delivery of a stock certificate, as soon as practicable following December 31, 2014 subject to applicable withholding and other taxes and other required deductions;

(b) Venture would be entitled to receive additional consideration for the purchase of assets of up to three hundred thousand (300,000) shares of ISA common stock based on satisfaction of certain 5 year (2010-2014) average RONA criteria. Such consideration would be payable in the form of Company common stock in one delivery of a stock certificate, as soon as practicable following December 31, 2014 subject to applicable withholding and other taxes and other required deductions.

We recorded a commitment of $7.3 million to paid in capital representing the fair value of the contingent consideration associated with the purchase of the intangibles as of December 31, 2010. This commitment value was determined based on management’s estimate at acquisition date that the probability of achieving the RONA criteria was approximately 94%. The maximum value of the contingent shares is $7.8 million based on the $10.41 per share value as of the 2010 acquisition date.

On February 24, 2011, we issued 45,000 shares of our common stock each to Steve Jones and Jeff Valentine, former members of Venture, for Venture's satisfaction of certain RONA criteria for the year ending December 31, 2010. The RONA criteria was not satisfied for the years ended December 31, 2011 or 2012, so we did not issue any shares under the agreement to Mr. Jones or Mr. Valentine in 2012 or 2013.