Note 6 - Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Note Disclosure [Text Block]

NOTE 6: EQUITY

Capital Stock

Common Stock shareholders are entitled to elect four of the nine members of the Board of Directors, while Preferred Stock shareholders are entitled to elect the remaining five members.  Common Stock shareholders are not entitled to vote with respect to a merger, dissolution, lease, exchange or sale of substantially all of the Company’s assets, or on an amendment to the Articles of Incorporation, unless such action would increase or decrease the authorized shares or par value of the Common or Preferred Stock, or change the powers, preferences or special rights of the Common or Preferred Stock so as to affect the Common Stock shareholders adversely.  Generally, Common Stock shareholders and Preferred Stock shareholders vote as separate classes on all other matters requiring shareholder approval.  A majority of the outstanding shares of the company’s preferred stock is held by the MGP Ingredients Voting Trust.  The beneficial interests in the voting trust are held by the Cray Family Trust.  The trustees of the MGP Ingredients Voting Trust and the Cray Family Trust are members of the Cray family and management.

On January 3, 2012, Processing reorganized into a holding company structure.  In connection with this transaction, the new holding company was similarly structured in terms of number of shares of Common Stock and Preferred Stock, the articles of incorporation and officer and directors.  This reorganization did not change the designations, rights, powers or preferences relative rights to holders of our Preferred or Common Stock as described above.    Further, in connection with the reorganization, Processing’s 1,414,379 treasury shares were canceled, which also reduced the number of issued shares by 1,414,379.  The Company accounted for the cancellation of treasury stock as a charge to retained earnings, which reduced both treasury stock and retained earnings by $7,132.  The Company had historically used this treasury stock for issuance of Common Stock under the Company’s equity-based compensation plans.  With the retirement of these treasury shares, the Company reserved certain authorized shares for issuance of Common Stock under its equity-based compensation plans.

Reserved shares of Common Stock at December 31, 2012 were as follows:

Stock options granted but not exercised	20,000
Restricted stock to non-employees (authorized but not granted)	39,797
Restricted stock to employees and executives (authorized but not granted)	1,344,312
Total	1,404,109

Earnings (Loss) Per Share

The computations of basic and diluted earnings (loss) per share from continuing operations are as follows:

	Year Ended December 31, 2012			Six Months Ended December 31, 2011			Year Ended June 30, 2011
Net income (loss) from continuing operations attributable to shareholders	$	1,624		$	10,635		$	(1,313	)
Amounts allocated to participating securities (non-vested shares)		(121	)		(707	)		(57	)
Net income (loss) from continuing operations attributable to common shareholders	$	1,503		$	9,928		$	(1,370	)
Basic weighted average common shares(i)		16,951,168			16,875,924			16,725,756
Additional weighted average shares attributable to: Stock options		-			3,229		(ii)
Diluted weighted average common shares		16,951,168			16,879,153			16,725,756
Earnings (loss) per share from continuing operations attributable to common shareholders:
Basic	$	0.09		$	0.59		$	(0.08	)
Diluted	$	0.09		$	0.59		$	(0.08	)

(i)   Shares listed reflect common stock outstanding after reducing the total for participating restricted stock.  The Company had non-vested participating securities of 933,887 and 1,199,661at December 31, 2012 and 2011, respectively, as well as 423,264 and 0 restricted share units at December 31, 2012 and 2011.

(ii)   The stock options have not been included in the earnings (loss) per share computation due to the loss experienced this year.