8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES ACT OF 1934


Date of Report (Date of earliest event reported)April 19, 2012


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 No.)

7405 Irvington Road, Omaha NE 68122

(Address of principal executive offices) (Zip Code)

402-331-3727

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

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

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

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

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ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On April 19, 2012, the Company issued a press release announcing financial results for its fiscal quarter ended March 31, 2012. A copy of the press release is attached to this report as an exhibit.

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, 2012, issued by AMCON Distributing Company announcing financial results for its fiscal quarter ended March 31, 2012.

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SIGNATURE

Pursuant to the requirements of the Securities and 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
		(Registrant)
Date:	April 19, 2012	/s/ Andrew C. Plummer
		Name:	Andrew C. Plummer
		Title:	Vice President & Chief Financial Officer

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EX-99.1

Exhibit 99.1

AMCON Distributing Company Reports Fully Diluted Earnings Per Share of $1.87 for the Fiscal Quarter Ended March 31, 2012

OMAHA, Neb.--(BUSINESS WIRE)--April 19, 2012--AMCON Distributing Company (“AMCON”) (NYSE AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $1.87 on net income available to common stockholders of $1.4 million for the fiscal quarter ended March 31, 2012.

“We are diligently working on all aspects of our strategic plan. Business conditions in both of our segments are highly competitive. Further, the elevated price of gasoline creates a challenging climate for us and our customers. We believe AMCON’s customer centric business approach serves as a point of differentiation and helps enhance our position as a leader in convenience distribution,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. “We are also continuously reviewing and developing potential acquisitions in both our business segments. We are pleased with the results of our new branch in Crossville, Tennessee and look forward to building our business in the strategically important Mid-South region,” noted Mr. Atayan.

Each of AMCON’s business segments reported solid quarters. The wholesale distribution segment reported revenues of $265.7 million and operating income before depreciation and amortization of $3.5 million for the second fiscal quarter of 2012. The retail health food segment reported revenues of $10.1 million and operating income before depreciation and amortization of $1.2 million for the same period.

“Our annual companywide trade show was very well attended and provides important momentum for AMCON as we enter our peak summer selling season,” said Kathleen Evans, President of AMCON’s wholesale distribution segment. “We continue to focus on developing dynamic programs to increase our customers’ profitably and facilitate their growth,” noted Ms. Evans.

“We have entered an active phase of new store development. The overall market for natural products and supplements continues to expand. We continue to experience high levels of market competition. However, we believe our business approach which emphasizes high levels of customer support and education is in demand. This provides us the confidence to carefully consider expansion plans,” said Eric Hinkefent, President of AMCON’s retail health food segment.

“We repurchased 17,000 shares of our common stock in a private transaction during the second fiscal quarter pursuant to our previously announced share repurchase plan. We continue to maintain high levels of balance sheet liquidity to take advantage of merchant and corporate opportunities when they are available. Our healthy balance sheet enables us to develop tools to drive profitability for our customers. At March 31, 2012, stockholders’ equity was $44.2 million and consolidated debt was $26.2 million,” said Andrew Plummer, AMCON’s Chief Financial Officer. “We continue to make significant personnel and capital investments in information technology, for both internal and customer use, and will continue to do so for the foreseeable future,” added Mr. Plummer.

AMCON is a leading wholesale distributor of consumer products, including beverages, candy, tobacco, groceries, foodservice, frozen and chilled foods, and health and beauty care products with locations in Arkansas, Illinois, Missouri, Nebraska, North Dakota, South Dakota and Tennessee. AMCON also operates fourteen (14) health and natural product retail stores in the Midwest and Florida. The retail stores operate under the names Chamberlin's Market & Cafe www.chamberlins.com and Akin’s Natural Foods Market www.akins.com

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 and the other factors described under Item 1.A. of the Company’s Annual Report on Form 10-K. 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

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Balance Sheets
March 31, 2012 and September 30, 2011
	March			September
	2012			2011
	(Unaudited)
ASSETS
Current assets:
Cash	$	851,114		$	1,389,665
Accounts receivable, less allowance for doubtful accounts of $1.3 million and $1.2 million at March 2012 and September 2011, respectively		31,985,614			32,963,693
Inventories, net		34,794,458			38,447,982
Deferred income taxes		1,603,345			1,707,889
Prepaid and other current assets		7,382,190			6,073,536
Total current assets		76,616,721			80,582,765
Property and equipment, net		13,361,627			13,713,238
Goodwill		6,349,827			6,349,827
Other intangible assets, net		5,368,476			5,550,978
Other assets		1,287,249			1,238,825
	$	102,983,900		$	107,435,633
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	16,371,894		$	18,439,446
Accrued expenses		5,951,438			7,153,672
Accrued wages, salaries and bonuses		1,867,615			2,460,558
Income taxes payable		831,785			2,100,180
Current maturities of long-term debt		1,917,753			1,384,625
Total current liabilities		26,940,485			31,538,481
Credit facility		19,306,967			20,771,613
Deferred income taxes		3,092,683			2,743,238
Long-term debt, less current maturities		4,928,627			6,194,195
Other long-term liabilities		425,490			429,513
Series A cumulative, convertible preferred stock, $.01 par value 100,000 shares authorized and issued, and a total liquidation preference of 2.5 million at both March 2012 and September 2011		2,500,000			2,500,000
Series B cumulative, convertible preferred stock, $.01 par value 80,000 shares authorized, 62,000 shares outstanding and a total liquidation preference of $1.6 million at March 2012 and September 2011		1,550,000			1,550,000
Shareholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, 162,000 shares outstanding and issued in Series A and B referred to above		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 608,271 shares outstanding at March 2012 and 609,320 shares outstanding at September 2011		6,252			6,093
Additional paid-in capital		10,900,041			9,981,055
Retained earnings		34,251,355			31,721,445
Treasury stock, 17,000 shares at cost		(918,000	)		—
Total shareholders’ equity		44,239,648			41,708,593
	$	102,983,900		$	107,435,633

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and six months ended March 31, 2012 and 2011
	For the three months						For the six months
	ended March						ended March
	2012			2011			2012			2011
Sales (including excise taxes of $86.1 million and $70.8 million, and $176.6 million and $152.1 million, respectively)	$	275,829,266		$	216,603,039		$	559,392,316		$	461,560,200
Cost of sales		256,612,867			200,233,927			521,538,240			427,583,366
Gross profit		19,216,399			16,369,112			37,854,076			33,976,834
Selling, general and administrative expenses		15,901,755			12,909,642			31,251,757			26,597,013
Depreciation and amortization		613,927			507,133			1,227,421			1,004,716
		16,515,682			13,416,775			32,479,178			27,601,729
Operating income		2,700,717			2,952,337			5,374,898			6,375,105
Other expense (income):
Interest expense		319,841			263,872			743,951			648,455
Other (income), net		(93,874	)		(45,211	)		(245,138	)		(68,092	)
		225,967			218,661			498,813			580,363
Income from operations before income tax		2,474,750			2,733,676			4,876,085			5,794,742
Income tax expense		1,010,000			1,149,000			1,973,000			2,378,000
Net income		1,464,750			1,584,676			2,903,085			3,416,742
Preferred stock dividend requirements		(66,906	)		(73,239	)		(134,547	)		(148,106	)
Net income available to common shareholders	$	1,397,844		$	1,511,437		$	2,768,538		$	3,268,636
Basic earnings per share available to common shareholders:	$	2.26		$	2.56		$	4.47		$	5.60
Diluted earnings per share available to common shareholders:	$	1.87		$	2.05		$	3.70		$	4.47
Basic weighted average shares outstanding		619,480			589,454			619,705			583,986
Diluted weighted average shares outstanding		784,429			771,738			785,281			765,067

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the six months ended March 31, 2012 and 2011
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,903,085		$	3,416,742
Adjustments to reconcile net income from operations to net cash flows from operating activities:
Depreciation		1,035,231			845,120
Amortization		192,190			159,596
Gain on sale of property and equipment		(22,216	)		(8,722	)
Equity-based compensation		674,180			1,514,567
Net excess tax benefit on equity-based awards		—			(125,904	)
Deferred income taxes		453,989			456,871
Provision (recoveries) for losses on doubtful accounts		164,757			(843,000	)
Provision for losses on inventory obsolescence		7,827			26,538
Other		(4,023	)		(4,022	)
Changes in assets and liabilities:
Accounts receivable		813,322			3,945,809
Inventories		3,645,697			1,039,737
Prepaid and other current assets		(1,308,654	)		(1,141,257	)
Other assets		(48,424	)		(108,564	)
Accounts payable		(2,062,052	)		(319,457	)
Accrued expenses and accrued wages, salaries and bonuses		(1,509,628	)		(1,625,822	)
Income tax payable		(1,268,395	)		(1,708,879	)
Net cash flows from operating activities		3,666,886			5,519,353
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(707,724	)		(957,254	)
Proceeds from sales of property and equipment		40,820			27,475
Net cash flows from investing activities		(666,904	)		(929,779	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments on bank credit agreements		(1,464,646	)		(3,836,212	)
Principal payments on long-term debt		(732,440	)		(471,968	)
Repurchase of common stock		(918,000	)		—
Net excess tax benefit on equity-based awards		—			125,904
Dividends paid on convertible preferred stock		(134,547	)		(148,106	)
Dividends on common stock		(238,628	)		(216,945	)
Proceeds from exercise of stock options		1,180			—
Withholdings on the exercise of equity-based awards		(51,452	)		—
Net cash flows from financing activities		(3,538,533	)		(4,547,327	)
Net change in cash		(538,551	)		42,247
Cash, beginning of period		1,389,665			356,735
Cash, end of period	$	851,114		$	398,982
	2012			2011
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	770,110		$	668,389
Cash paid during the period for income taxes		2,787,407			3,630,007
Supplemental disclosure of non-cash information:
Equipment acquisitions classified as accounts payable		5,185			8,953
Issuance of common stock in connection with the vesting and exercise of equity-based awards		950,562			—

CONTACT:
AMCON Distributing Company
Christopher H. Atayan, 402-331-3727