8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 8-KCURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES ACT OF 1934


Date of Report (Date of earliest event reported) July 18, 2018
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ⃞

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ⃞

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ITEM 2.02          RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 18, 2018 the Company issued a press release announcing financial results for its fiscal quarter ended June 30, 2018.  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 July 18, 2018, issued by AMCON Distributing Company announcing financial results for its fiscal quarter ended June 30, 2018.

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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:	July 18, 2018		/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 $1.18 for the Quarter Ended June 30, 2018

OMAHA, Neb.--(BUSINESS WIRE)--July 18, 2018--AMCON Distributing Company (“AMCON”) (NYSE American:DIT), an Omaha, Nebraska based consumer products company is pleased to announce fully diluted earnings per share of $1.18 on net income available to common shareholders of $0.8 million for its third fiscal quarter ended June 30, 2018.

“AMCON continues to enhance its leadership position in the convenience distribution industry by initiating the necessary operational and technological investments to support our customers’ needs. We are actively seeking acquisitions in our Wholesale Segment which can benefit from our extensive platform of customer service. In addition, we are also looking carefully at a number of internal geographic growth opportunities as our customer base expands,” said Christopher H. Atayan, AMCON’s Chairman and Chief Executive Officer. Mr. Atayan further noted, “Our Healthy Edge retail health food subsidiary acquired eight Earth Origins Market stores on July 15, 2018. These stores are located in Florida and will enhance our footprint in that growing market.”

“We are making the logistics, foodservice, and related technology commitments necessary to support our customers’ geographic growth. A key component of our strategic plan is utilizing our internal technology team to develop proprietary and custom designed programs which support our customers and enhance their profitability and efficiency,” said Kathleen M. Evans, President of AMCON’s Wholesale Distribution Segment.

Clifford Ginn, President of AMCON’s Healthy Edge Retail Health Food Segment commented, “We are diligently working to integrate our newly acquired stores in Florida and welcome our new associates and customers to the Healthy Edge family of stores.”

“We actively manage our working capital and liquidity position which provides us with the ability to respond quickly to the dynamic environments in which both of our business segments operate. This conservative approach provides us significant flexibility to act in the long term interest of the many constituencies we serve. Both of our business segments are utilizing significant financial resources in the course of making the investments necessary for long term competitive success. Toward that end, we also recently closed two health food retail stores and redeployed that capital within our Retail Health Food Segment,” said Andrew C. Plummer, AMCON’s Chief Financial Officer. “We were pleased to close the June 30, 2018 quarter with shareholders’ equity of $63.7 million and consolidated debt of $23.2 million.”

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 Illinois, Missouri, Nebraska, North Dakota, South Dakota and Tennessee. AMCON also operates twenty-two (22) health and natural product retail stores in the Midwest and Florida. The retail stores operate under the names Akin’s Natural Foods Market www.akins.com in its Midwest market, and Chamberlin's Market & Cafe www.chamberlins.com, and Earth Origins Market www.earthoriginsmarket.com in its Florida market.

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
June 30, 2018 and September 30, 2017
	June			September
	2018			2017
	(Unaudited)
ASSETS
Current assets:
Cash	$	275,320		$	523,065
Accounts receivable, less allowance for doubtful accounts of $0.8 million at both June 2018 and September 2017		33,943,794			30,690,403
Inventories, net		51,009,431			72,909,996
Prepaid and other current assets		10,062,688			4,218,811
Total current assets		95,291,233			108,342,275
Property and equipment, net		13,715,318			13,307,986
Goodwill		6,349,827			6,349,827
Other intangible assets, net		3,430,561			3,494,311
Other assets		315,416			310,488
Total assets	$	119,102,355		$	131,804,887
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	19,122,752		$	17,631,552
Accrued expenses		8,127,663			7,553,089
Accrued wages, salaries and bonuses		2,669,243			3,477,966
Income taxes payable		555,820			544,069
Current maturities of long-term debt		382,209			373,645
Total current liabilities		30,857,687			29,580,321
Credit facility		20,485,436			29,037,182
Deferred income tax liability, net		1,663,832			2,336,263
Long-term debt, less current maturities		2,360,276			2,648,179
Other long-term liabilities		37,067			34,100
Shareholders’ equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized		—			—
Common stock, $.01 par value, 3,000,000 shares authorized, 615,988 shares outstanding at June 2018 and 678,006 shares outstanding at September 2017		8,441			8,314
Additional paid-in capital		22,042,155			20,825,919
Retained earnings		62,953,155			60,935,911
Treasury stock at cost		(21,305,694	)		(13,601,302	)
Total shareholders’ equity		63,698,057			68,168,842
Total liabilities and shareholders' equity	$	119,102,355		$	131,804,887

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Operations
for the three and nine months ended June 30, 2018 and 2017
	For the three months ended June						For the nine months ended June
	2018			2017			2018			2017
Sales (including excise taxes of $96.2 million and $95.1 million, and $267.9 million and $271.8 million, respectively)	$	349,043,200		$	332,842,200		$	959,763,695		$	936,994,299
Cost of sales		329,930,190			314,818,453			905,392,747			883,180,664
Gross profit		19,113,010			18,023,747			54,370,948			53,813,635
Selling, general and administrative expenses		17,008,355			16,587,055			48,981,383			48,105,878
Depreciation and amortization		614,710			474,890			1,683,618			1,531,292
		17,623,065			17,061,945			50,665,001			49,637,170
Operating income		1,489,945			961,802			3,705,947			4,176,465
Other expense (income):
Interest expense		261,510			180,266			777,065			545,719
Other (income), net		(18,615	)		(16,513	)		(51,158	)		(37,250	)
		242,895			163,753			725,907			508,469
Income from operations before income tax expense		1,247,050			798,049			2,980,040			3,667,996
Income tax expense		462,000			413,000			376,000			1,748,000
Net income available to common shareholders	$	785,050		$	385,049		$	2,604,040		$	1,919,996
Basic earnings per share available to common shareholders	$	1.21		$	0.57		$	3.85		$	2.82
Diluted earnings per share available to common shareholders	$	1.18		$	0.56		$	3.79		$	2.78
Basic weighted average shares outstanding		651,170			678,938			676,103			679,858
Diluted weighted average shares outstanding		664,688			691,701			686,576			690,840
Dividends declared and paid per common share	$	0.18		$	0.18		$	0.82		$	0.82

AMCON Distributing Company and Subsidiaries
Condensed Consolidated Unaudited Statements of Cash Flows
for the nine months ended June 30, 2018 and 2017
	June			June
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,604,040		$	1,919,996
Adjustments to reconcile net income from operations to net cash flows from operating activities:
Depreciation		1,619,868			1,332,542
Amortization		63,750			198,750
Gain on sale of property and equipment		(5,300	)		(30,854	)
Equity-based compensation		957,656			1,193,005
Deferred income taxes		(672,431	)		120,367
Provision for losses on doubtful accounts		23,000			42,000
Inventory allowance		(267,389	)		4,852
Other		2,967			2,296
Changes in assets and liabilities:
Accounts receivable		(3,276,391	)		(1,044,423	)
Inventories		22,167,954			(701,279	)
Prepaid and other current assets		(5,843,877	)		771,870
Other assets		(4,928	)		(38,358	)
Accounts payable		1,584,358			322,325
Accrued expenses and accrued wages, salaries and bonuses		125,758			(659,813	)
Income taxes payable		11,751			7,059
Net cash flows from operating activities		19,090,786			3,440,335
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2,120,358	)		(1,761,431	)
Proceeds from sales of property and equipment		5,300			42,655
Net cash flows from investing activities		(2,115,058	)		(1,718,776	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit facility		1,043,415,401			950,104,143
Repayments under revolving credit facility		(1,051,967,147	)		(950,313,271	)
Principal payments on long-term debt		(279,339	)		(271,031	)
Repurchase of common stock		(7,704,392	)		(1,038,060	)
Dividends on common stock		(586,796	)		(579,848	)
Withholdings on the exercise of equity-based awards		(101,200	)		(107,082	)
Net cash flows from financing activities		(17,223,473	)		(2,205,149	)
Net change in cash		(247,745	)		(483,590	)
Cash, beginning of period		523,065			605,380
Cash, end of period	$	275,320		$	121,790
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	764,557		$	545,719
Cash paid during the period for income taxes		1,036,680			1,620,574
Supplemental disclosure of non-cash information:
Equipment acquisitions classified in accounts payable		8,203			9,881
Issuance of common stock in connection with the vesting and exercise of equity-based awards		1,183,091			1,262,763

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