SHAREHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2016

Stockholders' Equity Note [Abstract]

SHAREHOLDERS' EQUITY

10. SHAREHOLDERS’ EQUITY

Stock Options

For the three months ended September 30, 2016 and 2015, total stock-based compensation expense related to stock options was $18 and $34, respectively. For the nine months ended September 30, 2016 and 2015, total stock-based compensation expense related to stock options was $61 and $138, respectively. As of September 30, 2016, there was $80 of unrecognized expense related to unvested stock options, which will be recognized as stock-based compensation expense through January 2018. For the three and nine months ended September 30, 2016, no stock options were granted, exercised, forfeited or expired. Presented below is information about stock options outstanding and exercisable as of September 30, 2016 and December 31, 2015:

	September 30, 2016				December 31, 2015
	Shares		Price (1)		Shares		Price (1)
Stock options outstanding		390,525	$	20.64		390,525	$	20.64
Stock options exercisable		376,084	$	20.97		365,693	$	21.17

⁽¹⁾ Represents the weighted average price.

The following table summarizes information for stock options outstanding and for stock options exercisable at September 30, 2016:

Options Outstanding										Options Exercisable
Number		Exercise Price						Remaining		Number		Weighted
of		Range				Weighted		Contractual		of		Average
Shares		Low		High		Average		Term (years)		Shares		Exercise Price
	56,786	$	9.00	$	9.00	$	9.00		8.3		45,675	$	9.00
	49,504		12.48		12.48		12.48		6.8		49,504		12.48
	98,396		13.92		17.10		15.01		3.1		98,396		15.01
	185,839		22.62		30.24		29.35		1.3		182,509		29.48
	390,525	$	9.00	$	30.24	$	20.64		3.5		376,084	$	20.97

As of September 30, 2016, no shares are available for future grants under the Company’s stock option plans. Based upon the closing price for the Company’s common stock of $1.75 per share on September 30, 2016, there was no intrinsic value related to stock options outstanding as of September 30, 2016.

Restricted Stock Grants

In January 2015, the Board of Directors granted 56,786 shares of restricted stock under the 2012 Equity Plan to four officers of the Company. These shares originally vested annually over a period of three years. However, during 2015 vesting was accelerated for three of the four officers in connection with severance agreements for an aggregate of 40,119 shares. The remaining 16,667 shares vested for 5,556 shares in January 2016 and the remaining 11,111 shares will vest for 5,556 shares in January 2017, and 5,555 shares in January 2018. The fair market value of the 56,786 shares on the date of grant was approximately $511.

On September 23, 2016, the Board of Directors granted restricted stock to each member of the Board for 58,500 shares per Board member for an aggregate grant of 351,000 shares. Such shares vest for 50% of the shares on September 23, 2017 and the remaining 50% of the shares vest on September 23, 2018. The closing price of the Company’s common stock on the grant date was $1.74, which will result in an aggregate compensation charge of $611 over the two-year vesting period.

The 351,000 shares of restricted common stock were granted pursuant to the Company’s 2012 Equity Plan, which provides that each grant constitutes an immediate transfer of ownership that entitles the Board members to voting, dividend and other ownership rights. However, the shares of restricted stock are subject to a substantial risk of forfeiture until vesting occurs. Prior to vesting, the shares are not permitted to be sold or transferred and the directors do not maintain physical custody of the shares.

All shares of restricted common stock are included in issued and outstanding shares in the accompanying financial statements. However, until vesting occurs the restricted shares will be excluded from the calculation of basic earnings per share. For the three months ended September 30, 2016 and 2015, total stock-based compensation expense related to restricted stock grants was $6 and $73, respectively. For the nine months ended September 30, 2016 and 2015, total stock-based compensation expense related to restricted stock grants was $31 and $193, respectively. As of September 30, 2016, there was $680 of unrecognized expense related to unvested restricted stock grants, which will be recognized as stock-based compensation expense through January 2018.

Employee Stock Ownership Plan

The Board of Directors of the Company adopted the U.S. Energy Corp. 1989 Employee Stock Ownership Plan ("ESOP") in 1989, for the benefit of all the Company’s employees. Employees become eligible to participate in the ESOP after one year of service which must consist of at least 1,000 hours worked. Employees become 20% vested after three years of service and increase their vesting by 20% each year thereafter until such time as they are fully vested after seven years of service.

On an annual basis, the Company historically contributed shares of its common stock to the ESOP with an aggregate fair value equal to 10% of compensation for employees that were eligible to participate. Employees were not eligible for ESOP contributions to the extent that their annual taxable compensation exceeded $265 for 2015. All shares of the Company’s common stock contributed to the ESOP have been allocated to specific employees and are vested. Total shares held by the ESOP as of September 30, 2016 and December 31, 2015 were 90,112 and 131,518, respectively. In September 2016, the Company’s Board of Directors terminated the ESOP, which is expected to result in a distribution of the remaining shares held by the ESOP to the vested employees during the fourth quarter of 2016.

For the three months ended September 30, 2015, total stock-based compensation expense related to the ESOP was $23. No expense related to the ESOP has been recorded for the three months ended September 30, 2016 since the Company’s Board of Directors has not determined if a discretionary contribution will be made for 2016. For the year ended December 31, 2015, the Company’s Board of Directors approved a mandatory contribution of $170 which is either payable in cash or may be settled through the issuance of common stock at the election of the Company. On July 7, 2016, the Board of Directors elected to issue 68,128 shares of the Company’s common stock with a fair value of $2.49 per share to settle this obligation.