8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)                                                                                                                     April 19, 2010

AMCON DISTRIBUTING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-15589	47-0702918
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

7405 Irvington Road, Omaha, NE                                                                           68122

(Address of principal executive offices)                                                                (Zip Code)

Registrant's telephone number, including area code   (402) 331-3727

__________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 19, 2010, AMCON Distributing Company issued a press release announcing its financial results for its fiscal quarter ended March 31, 2010.  A copy of the press release is attached to this report as an exhibit and is incorporated herein by reference.

The information in this report, including the exhibit, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information set forth in this report, including the exhibit, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.                                Description

99.1 Press release, dated April 19, 2010, issued by AMCON Distributing Company announcing financial results for the second fiscal quarter ended March 31, 2010.

*                      *                      *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMCON DISTRIBUTING COMPANY
By:	/s/ Andrew C. Plummer
	Andrew C. Plummer
	Vice President & Chief Financial Officer

Dated: April 19, 2010

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EX-99.1

EXHIBIT 99.1

AMCON DISTRIBUTING COMPANY ANNOUNCES FULLY DILUTED EARNINGS PER SHARE OF $2.40 FOR THE SECOND FISCAL QUARTER ENDED MARCH 31, 2010

NEWS RELEASE

Omaha, Nebraska April 19, 2010 - AMCON Distributing Company (“AMCON”) (AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per common share of $2.40 per share for the second fiscal quarter ended March 31, 2010.

“We were delighted with the progress our management team has made in integrating our recent acquisition in Northwest Arkansas. We continue to seek acquisitions that will expand our geographic reach and penetration,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer.

AMCON’s wholesale distribution business reported revenues of $221.0 million and operating income before depreciation and amortization of $3.9 million in the second fiscal quarter of 2010. AMCON’s retail health food business reported revenues of $9.5 million and operating income before depreciation of $1.2 million for the same period.

Kathleen M. Evans, President of AMCON’s wholesale distribution business commented, “We had a highly successful trade show this year that highlighted our continued efforts to develop profit making opportunities for our customers. Our continued emphasis on food service products has been met with a positive reception. We were especially proud of our ability to maintain continuity of services to our customers during this very harsh winter season.”

Eric Hinkefent, President of AMCON’s retail health food business commented, “We were delighted to open our new store in Tulsa at the end of the quarter.  We are actively exploring opportunities to open additional stores in our existing markets as well as expanding into new markets. Conditions are challenging; however, our continued focus on providing high levels of customer service with a broad product selection at value oriented price is what consumers are seeking.”

“Our business strategy is predicated on maintaining high levels of liquidity.  This liquidity enables us to develop proprietary opportunities for our customers to enhance their profitability,” said Andrew C. Plummer, AMCON’s Chief Financial Officer. “We expect the various state and federal governmental authorities who regulate the tobacco industry will continue to seek tax increases in the coming quarters. Our careful working capital management is an important tool for us as we navigate these treacherous waters,” added Plummer.

AMCON is a leading wholesale distributor of consumer products, including beverages, candy, tobacco, groceries, food service, frozen and chilled foods, and health and beauty care products with locations in Arkansas, Illinois, Missouri, Nebraska, North Dakota and South Dakota. Chamberlin's Natural Foods, Inc. and Health Food Associates, Inc., both wholly-owned subsidiaries of The Healthy Edge, Inc., operate health and natural product retail stores in central Florida (6), Kansas, Missouri, Nebraska and Oklahoma (5). The retail stores operate under the names Chamberlin's Market & Cafe and Akins Natural Foods Market.

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This news release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. A number of factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the Company's forward-looking statements including, without limitation, availability of sufficient cash resources to conduct its business and meet its capital expenditures needs. Moreover, past financial performance should not be considered a reliable indicator of future performance. Accordingly, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements.

Visit AMCON Distributing Company's web site at: www.amcon.com

For Further Information Contact:

Christopher H. Atayan

AMCON Distributing Company

Phone 402-331-3727

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AMCON Distributing Company and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2010 and September 30, 2009

	March 2010		September
	(Unaudited)		2009
ASSETS
Current assets:
Cash	$	529,408	$	309,914
Accounts receivable, less allowance for doubtful
accounts of $1.1 million and $0.9 million,
at March 2010 and September 2009		27,723,560		28,393,198
Inventories, net		35,325,691		34,486,027
Deferred income taxes		1,706,641		1,701,568
Prepaid and other current assets		2,243,351		1,728,576
Total current assets		67,528,651		66,619,283
Property and equipment, net		11,863,643		11,256,627
Goodwill		6,149,168		5,848,808
Other intangible assets		4,908,894		3,373,269
Other assets		1,073,482		1,026,395
	$	91,523,838	$	88,124,382
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	16,453,293	$	15,222,689
Accrued expenses		5,706,747		6,768,924
Accrued wages, salaries and bonuses		2,441,473		3,257,832
Income taxes payable		876,919		3,984,258
Current maturities of credit facility		76,267		177,867
Current maturities of long-term debt		965,905		1,470,445
Total current liabilities		26,520,604		30,882,015
Credit facility, less current maturities		25,782,537		22,655,861
Deferred income taxes		1,227,590		1,256,713
Long-term debt, less current maturities		5,637,282		5,066,185
Other long-term liabilities		459,966		-
Series A cumulative, convertible preferred stock, $.01 par value
100,000 shares authorized and issued, liquidation preference
$25.00 per share		2,500,000		2,500,000
Series B cumulative, convertible preferred stock, $.01 par value
80,000 shares authorized and issued, liquidation preference
$25.00 per share		2,000,000		2,000,000
Shareholders' equity:
Preferred stock, $0.01 par, 1,000,000 shares authorized,
180,000 shares outstanding and issued in Series A and B
referred to above		-		-
Common stock, $0.01 par value, 3,000,000 shares authorized,
575,508 shares outstanding at March 2010 and 573,232 shares
outstanding at September 2009		5,755		5,732
Additional paid-in capital		8,084,026		7,617,494
Retained earnings		19,306,078		16,140,382
Total shareholders' equity		27,395,859		23,763,608
	$	91,523,838	$	88,124,382

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AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Operations

for the three and six months ended March 31, 2010 and 2009

	For the three months						For the six months
	ended March						ended March
	2010			2009			2010			2009
Sales (including excise taxes of $76.9
million and $43.3 million, and $158.4
million and $93.6 million, respectively)	$	230,499,129		$	195,442,246		$	474,440,167		$	412,819,608
Cost of sales		213,558,955			178,195,212			440,271,980			379,727,926
Gross profit		16,940,174			17,247,034			34,168,187			33,091,682
Selling, general and administrative expenses		13,365,802			13,027,140			27,144,541			25,824,722
Depreciation and amortization		415,572			300,988			802,841			611,322
		13,781,374			13,328,128			27,947,382			26,436,044
Operating income		3,158,800			3,918,906			6,220,805			6,655,638
Other expense (income):
Interest expense		368,425			408,587			773,670			897,786
Other (income), net		(23,046	)		(26,476	)		(36,426	)		(40,543	)
		345,379			382,111			737,244			857,243
Income from continuing operations
before income tax		2,813,421			3,536,795			5,483,561			5,798,395
Income tax expense		1,022,000			1,343,000			1,963,000			2,203,000
Income from continuing operations		1,791,421			2,193,795			3,520,561			3,595,395
Loss from discontinued operations,
net of income tax benefit of $0.1
million in each fiscal period		-			(97,437	)		-			(199,475	)
Net income		1,791,421			2,096,358			3,520,561			3,395,920
Preferred stock dividend requirements		(73,239	)		(314,201	)		(148,106	)		(419,734	)
Net income available to common shareholders	$	1,718,182		$	1,782,157		$	3,372,455		$	2,976,186
Basic earnings (loss) per share
available to common shareholders:
Continuing operations	$	3.05		$	3.43		$	6.00		$	5.80
Discontinued operations		-			(0.18	)		-			(0.36	)
Net basic earnings per share
available to common shareholders	$	3.05		$	3.25		$	6.00		$	5.44
Diluted earnings (loss) per share
available to common shareholders:
Continuing operations	$	2.40		$	2.72		$	4.72		$	4.33
Discontinued operations		-			(0.12	)		-			(0.24	)
Net diluted earnings per share
available to common shareholders	$	2.40		$	2.60		$	4.72		$	4.09
Weighted average shares outstanding:
Basic		564,216			548,619			562,145			547,089
Diluted		746,873			805,236			745,773			830,923

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AMCON Distributing Company and Subsidiaries

Condensed Consolidated Unaudited Statements of Cash Flows

for the six months ended March 31, 2010 and 2009

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,520,561		$	3,395,920
Deduct: Loss from discontinued operations, net of tax		-			(199,475	)
Income from continuing operations		3,520,561			3,595,395
Adjustments to reconcile net income from
continuing operations to net cash flows
from operating activities:
Depreciation		678,860			611,322
Amortization		123,981			-
Gain on sale of property and equipment		(16,935	)		(47,700	)
Stock based compensation		267,464			265,800
Net excess tax (benefit) deficiency on equity-based awards		(130,126	)		16,592
Deferred income taxes		(34,196	)		(222,412	)
Provision for losses on doubtful accounts		178,367			346,000
Provision for losses on inventory obsolescence		16,393			327,673
Changes in assets and liabilities:
Accounts receivable		491,271			5,859,370
Inventories		1,125,441			6,480,136
Prepaid and other current assets		(519,415	)		(735,490	)
Other assets		(47,087	)		107,646
Accounts payable		1,144,665			(2,852,021	)
Accrued expenses and accrued wages, salaries and bonuses		(1,878,536	)		2,641,991
Income tax payable		(2,977,213	)		2,045,058
Net cash flows from operating activities - continuing operations		1,943,495			18,439,360
Net cash flows from operating activities - discontinued operations		-			42,692
Net cash flows from operating activities		1,943,495			18,482,052
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,102,929	)		(497,401	)
Proceeds from sales of property and equipment		42,905			76,405
Acquisition		(3,099,836	)		-
Net cash flows from investing activities		(4,159,860	)		(420,996	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) on bank credit agreements		3,025,076			(15,380,790	)
Principal payments on long-term debt		(433,443	)		(397,410	)
Proceeds from exercise of stock options		68,965			-
Net excess tax benefit (deficiency) on equity-based awards		130,126			(16,592	)
Redemption of Series C convertible preferred stock		-			(2,000,000	)
Dividends paid on preferred stock		(148,106	)		(198,106	)
Dividends on common stock		(206,759	)		(114,079	)
Net cash flows from financing activities		2,435,859			(18,106,977	)
Net change in cash		219,494			(45,921	)
Cash, beginning of period		309,914			457,681
Cash, end of period	$	529,408		$	411,760

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	2010		2009
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	760,727	$	968,296
Cash paid during the period for income taxes		4,974,408		264,355
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable		85,939		-
Constructive dividends on Series A, B, and C
Convertible Preferred Stock		-		221,628
Business acquisition:
Inventory		1,981,498		-
Property and equipment		122,978		-
Customer relationships intangible asset		1,620,000		-
Goodwill		300,360		-
Note payable		500,000		-
Contingent consideration		425,000		-

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