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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended September 30, 2010      o

TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number 1-15589
      
 (Exact name of registrant as
    specified in its charter)
  Delaware

47-0702918(State or other jurisdiction
    of incorporation or organization)

(I.R.S. Employer
    Identification No.)7405 Irvington Road,
    Omaha NE(Address of principal
    executive offices)

68122(Zip
    Code)   Registrants telephone
    number, including area code:
 (402) 331-3727
      Securities registered pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredNone

None   Securities registered pursuant
    to Section 12(g) of the Act:
 Common Stock, $.01 Par
    Value
      (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company þ   Rule 12b-2 o þ




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##### 





AMCON
    DISTRIBUTING COMPANY
  Table of
    Contents
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


6Item 1B.


Unresolved Staff Comments


12Item 2.


Properties


13Item 3.


Legal Proceedings


13Item 4.


(Removed and Reserved)


13PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


14Item 6.


Selected Financial Data


14Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


15Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


27Item 8.


Financial Statements and Supplementary Data


28Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


53Item 9A.


Controls and Procedures


53Item 9B.


Other Information


54PART IIIItem 10.


Directors, Executive Officers, and Corporate
    Governance


54Item 11.


Executive Compensation


54Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


55Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


55Item 14.


Principal Accounting Fees and Services


55PART IVItem 15.


Exhibits, Financial Statement Schedules


56EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I    ITEM 1.
    BUSINESS  COMPANY
    OVERVIEW
    
    Our wholesale distribution segment (Wholesale
    Segment) distributes consumer products in the Central,
    Rocky Mountain, and Southern regions of the United States.
    Our retail health food segment (Retail Segment)
    operates fourteen health food retail stores located throughout
    the Midwest and Florida.  WHOLESALE
    SEGMENT
      RETAIL
    SEGMENT
    COMPETITIVE
    STRENGTHS
    Industry
    Experience
   3




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Flexible
    Distribution Capabilities and Customer Service
    Programs
    Unique
    Product Selection
    BUSINESS
    STRATEGY
    
    organically grow our wholesale distribution business in the
    regions in which we operate.
    pursue strategic acquisition opportunities within the wholesale
    distribution industry.
    judiciously expand our retail health food business through new
    store openings.    PRINCIPAL
    PRODUCTS
    DIVESTITURES
    INFORMATION
    ON SEGMENTS
    COMPETITION 
    Wholesale Segment
   4




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COMPETITION 
    Retail Segment
      SEASONALITY
    GOVERNMENT
    REGULATION
      ENVIRONMENTAL
    MATTERS
   5




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EMPLOYEES
    Managerial


36Administrative


87Delivery


104Sales & Marketing


277Warehouse


281Total Employees


785     CORPORATE
    AND AVAILABLE INFORMATION
  402-331-3727 Form 10-K Form 10-Q. and/or
  1-800-SEC-0330.
 ITEM 1A.RISK
    FACTORS  IN
    GENERAL
      RISK
    FACTORS RELATED TO THE WHOLESALE BUSINESS
  
    Regulation of Cigarette and Tobacco Products by the FDA May
    Negatively Impact Our Operations.   6




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and/or
  
    Our Sales Volume Is Largely Dependent upon the Distribution of
    and demand for Cigarette Products Which is a Declining Sales
    Category.    
    Cigarettes and Other Tobacco Products Are Subject to Substantial
    Excise Taxes and If These Taxes Are Increased, Our Sales of
    Cigarettes and Other Tobacco Products Could Decline.  and/or
  and/or
  
    Divestiture and Consolidation Trends Within the Convenience
    Store Industry May Negatively Impact Our Operations.    
    Higher Fuel Prices Could Reduce Profit Margins and Adversely
    Affect Our Business.    
    The Wholesale Distribution of Convenience Store Products Is
    Significantly Affected by Pricing Decisions and Promotional
    Programs Offered by Manufacturers.    
    Competition Within The Wholesale Distribution Industry May Have
    an Adverse Effect on Our Business.   7




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
    We Occasionally Purchase Cigarettes From Manufacturers Not
    Covered by The Tobacco Industrys Master Settlement
    Agreement (MSA), Which May Expose Us to Certain
    Potential Liabilities and Financial Risks for Which We Are Not
    Indeminified.    time-to-time,
  
    If the Tobacco Industrys Master Settlement Agreement Is
    Invalidated, or Tobacco Manufacturers Cannot Meet Their
    Obligations to Indemnify Us, We Could Be Subject to Substantial
    Litigation Liability.    
    We Face Competition From Sales of Deep-Discount Brands and
    Illicit and Other Low Priced Sales of Cigarettes.   8




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RISK
    FACTORS RELATED TO THE RETAIL BUSINESS
  
    Increases in Retail Health Food Store Competition May Have an
    Adverse Effect on Our Business.  and/or
  
    Part of Our Strategy Is to Expand Our Retail Health Food
    Business Through The Opening of New Stores, If We Are
    Unsuccessful it May Have an Adverse Effect on Our Business.    
    Changes in the Availability of Quality Natural and Organic
    Products Could Impact Our Business.    
    Perishable Food Product Losses Could Materially Impact Our
    Results.    RISK
    FACTORS RELATED TO THE OVERALL BUSINESS
  
    A Further Deterioration in Economic Conditions May Negatively
    Impact Sales in Both Our Business Segments  and/or
    
    Periods of Significant or Prolonged Inflation or Deflation
    Affect our Product Costs and Profitability   9




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
    Technology Dependence Could Have a Material Negative Impact on
    Our Business  day-to-day
  
    Adverse Publicity About Us or Lack of Confidence in Our Products
    Could Negatively Impact Our Reputation and Reduce Earnings    
    Capital Needed for Expansion May Not Be Available.    
    Covenants in Our Revolving Credit Facility May Restrict Our
    Ability to React to Changes Within Our Business or Industry.    
    Failure to Meet Restrictive Covenants in Our Revolving Credit
    Facility Could Result in Acceleration of the Facility and We May
    not be Able to Find Alternative Financing.    
    We May Not Be Able to Obtain Capital or Borrow Funds to Provide
    Us with Sufficient Liquidity and Capital Resources Necessary to
    Meet Our Future Financial Obligations.   10




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
    We Depend on Relatively Few Suppliers for a Large Portion of Our
    Products, and Any Interruptions in the Supply of the Products
    That We Sell Could Adversely Affect Our Results of Operations
    and Financial Condition.    
    We Would Lose Business if Cigarette or Other Manufacturers That
    We Use Decide to Engage in Direct Distribution of Their Products.    
    We May Be Subject to Product Liability Claims Which Could
    Adversely Affect Our Business.    
    We Depend on Our Senior Management and Key Personnel.    
    We Operate in a Competitive Labor Market and a Number of Our
    Employees Are Covered by Collective Bargaining Agreements.      
    We Are Subject to Significant Governmental Regulation and If We
    Are Unable to Comply with Regulations That Affect Our Business
    or If There Are Substantial Changes in These Regulations, Our
    Business Could Be Adversely Affected.   11




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and/or
  RISK
    FACTORS RELATED TO OUR COMMON STOCK
  
    The Company Has Very Few Shareholders of Record And, If this
    Number Drops below 300, the Company Will No Longer Be Obligated
    to Report under the Securities Exchange Act of 1934 and in Such
    Case We May Be Delisted from NYSE Amex Equities, Reducing the
    Ability of Investors to Trade in Our Common Stock.    
    We Have Various Mechanisms in Place to Discourage Takeover
    Attempts, Which May Reduce or Eliminate Our Stockholders
    Ability to Sell Their Shares for a Premium in a Change of
    Control Transaction.    
    classification of our directors into three classes with respect
    to the time for which they hold office;
    supermajority voting requirements to amend the provision in our
    certificate of incorporation providing for the classification of
    our directors into three such classes;
    non-cumulative voting for directors;
    control by our Board of Directors of the size of our Board of
    Directors;
    limitations on the ability of stockholders to call special
    meetings of stockholders; and
    advance notice requirements for nominations of candidates for
    election to our Board of Directors or for proposing matters that
    can be acted upon by our stockholders at stockholder meetings. ITEM 1B.UNRESOLVED
    STAFF COMMENTS   12




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ITEM 2.
    PROPERTIES    Location

Square FeetDistribution  IL, MO, ND, NE & SD


487,000Retail  FL, KS, MO, NE & OK


140,900Total Square Footage


627,900     ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    (REMOVED
    AND RESERVED)  EXECUTIVE
    OFFICERS OF THE REGISTRANT
    Name

Age

PositionChristopher H. Atayan

50

Chairman of the Board, Chief Executive Officer, DirectorKathleen M. Evans

63

President, DirectorAndrew C. Plummer

36

Vice President, Chief Financial Officer, and SecretaryEric J. Hinkefent

49

President of Chamberlins Market and Cafe and Akins
    Natural Foods Market   CHRISTOPHER H. ATAYAN
  KATHLEEN M. EVANS
  ANDREW C. PLUMMER
    ERIC J. HINKEFENT
 13




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  MARKET
    FOR COMMON STOCK
    Fiscal 2010

Fiscal 2009High

Low

High

Low4th Quarter

$
62.00


$
50.95


$
63.63


$
39.353rd Quarter


59.75



47.44



44.25



25.012nd Quarter


66.00



49.80



28.00



16.501st Quarter


78.00



58.26



24.50



14.00   DIVIDEND
    POLICY
        REPURCHASE
    OF COMPANY SHARES
    EQUITY
    COMPENSATION PLAN INFORMATION
  Regulation S-K.
  ITEM 6.
    SELECTED
    FINANCIAL DATA   14




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  OVERVIEW
      Business
    Update  General
        Business
    Update  Wholesale Segment
    day-to-day
 15




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Industry consolidation
  Demand for cigarettes
    Food Service on-the-go
  Technology
    Business
    Update  Retail Segment
      
    heightened awareness about the role that food and nutrition play
    in long-term health,
    increasing concerns over food safety due to the presence of
    pesticide residues, growth hormones, and artificial ingredients
    found in foods purchased through traditional retail outlets, 16




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
    growing focus on the impact of chemical additives included in
    consumer products such as household cleaning agents,
    the impact of chemicals used in consumer goods on the
    environment, particularly the potential for water and soil
    contamination, and
    an aging population with a desire to maintain good health and a
    high quality of life.          SIGNIFICANT EVENTS IN FISCAL 2010
    
    acquired Discount Distributors, a wholesale distributor to
    convenience stores with annual sales totaling approximately
    $59.6 million.
    opened a new Akins Natural Foods Market store in the
    Tulsa, Oklahoma market.
    reduced total borrowings on our credit facility by over
    $4.0 million, while still funding the Discount Distributors
    acquisition and adding a new retail store location.
    increased income from continuing operations after income taxes
    to approximately $9.0 million.
    increased fully diluted earnings per common share from
    continuing operations by $1.12, or 10.3%, as compared to fiscal
    2009.
    increased annual dividends paid to common shares holders to
    $0.72 per share, an 80% increase over fiscal 2009. 17




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RESULTS
    OF OPERATIONS
    Fiscal Years2010

2009Sales


100.0
%


100.0
%Cost of sales


92.9



92.5Gross profit


7.1



7.5Selling, general and administrative expenses


5.4



5.7Depreciation and amortization


0.2



0.1Operating income


1.5



1.7Interest expense


0.1



0.2Income from continuing operations before income taxes


1.4



1.5Income tax expense


0.5



0.6Income from continuing operations


0.9



0.9Income from discontinued operations, net of tax






0.5Net income


0.9



1.4Preferred stock dividend requirements






Net income available to common shareholders


0.9
%


1.4
%   Fiscal Years

Incr(In millions)

2010

2009

(Decr)/2/

% Change/2/CONSOLIDATED:Sales/1/

$
1,010.5


$
907.9


$
102.6



11.3
%Cost of Sales


938.8



839.8



99.0



11.8Gross profit


71.7



68.1



3.6



5.2Gross profit percentage


7.1
%


7.5
%Operating expense


56.2



52.8



3.4



6.5Operating income


15.5



15.4



0.1



0.9Interest expense


1.5



1.6



(0.1
)


(7.5
)Income tax expense


5.1



5.4



(0.2
)


(4.2
)Income from continuing operations


9.0



8.5



0.5



5.6BUSINESS SEGMENTS:WholesaleSales/1/


973.8



871.3



102.4



11.8Gross profit


55.6



52.8



2.8



5.3Gross profit percentage


5.7
%


6.1
%RetailSales


36.8



36.6



0.2



0.4Gross profit


16.1



15.3



0.8



5.2Gross profit percentage


43.8
%


41.8
%     /1/
    
    Sales are reported net of costs associated with incentives
    provided to retailers. These incentives totaled
    $15.7 million in fiscal 2010 and $15.8 million in
    fiscal 2009./2/
    
    Amounts calculated based on actual change in the Consolidated
    Statement of Operations. 18




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SALES
        SALES 
    Fiscal 2010 vs. Fiscal 2009 (Continuing
    Operations)
    
    $54.6 million increase related to our expansion into
    Northwest Arkansas with the Discount Distributors acquisition.
    $64.4 million increase due to cigarette price increases
    implemented by manufacturers.
    $23.1 million decrease, primarily related to a reduction in
    the volume of cigarette cartons sold.
    $6.5 million increase in our tobacco, beverage, snacks,
    candy, grocery, health & beauty products, automotive,
    food service, and store supplies categories (Other
    Products).    GROSS
    PROFIT  Fiscal 2010 vs. Fiscal 2009 (Continuing
    Operations)
        OPERATING
    EXPENSE  Fiscal 2010 vs. Fiscal 2009 (Continuing
    Operations)
     19




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INTEREST
    EXPENSE  Fiscal 2010 vs. Fiscal 2009 (Continuing
    Operations)
    DISCONTINUED
    OPERATIONS (Fiscal 2010 vs. Fiscal 2009)
        Year EndedSeptember2010


2009Operating loss

$



$
(0.1
)Interest expense






(0.2
)Gain on asset disposal and debt settlement






7.4Income tax expense






2.6Gain from discontinued operations






4.5   LIQUIDITY
    AND CAPITAL RESOURCES
  OVERVIEW
  
    General.  The Company requires cash to pay
    operating expenses, purchase inventory, and make capital
    investments. In general, the Company finances its cash flow
    requirements with cash generated from operating activities and
    credit facility borrowings.
    Operating Activities.  During fiscal 2010, the
    Company generated cash of approximately $10.4 million from
    operating activities. The cash generated resulted from higher
    overall earnings, a reduction in inventory and an increase in
    accounts payable. These items were partially offset by an
    increase in prepaid and other current assets and a decrease in
    income taxes payable.    
    Investing Activities.  The Company used
    approximately $4.9 million of cash during fiscal 2010 for
    investing activities, primarily related to capital expenditures
    for property and equipment and the acquisition of Discount
    Distributors. 20




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
    Financing Activities.  The Company used cash of
    $5.4 million for financing activities during fiscal 2010.
    Of this amount, $4.0 million related to net payments on the
    Companys credit facility, and $0.9 million related to
    payments on long-term debt, and $0.7 million related to
    dividends on the Companys common and preferred stock.
    Offsetting these items was $0.2 million related to the
    exercise of stock options.
    Cash on Hand/Working Capital.  At September
    2010, the Company had cash on hand of $0.4 million and
    working capital (current assets less current liabilities) of
    $39.1 million. This compares to cash on hand of
    $0.3 million and working capital of $35.7 million at
    September 2009.  CREDIT
    AGREEMENT
    
    A January 1, 2012 maturity date and a $55.0 million
    revolving credit limit.
    The Facility bears interest at either the banks prime rate
    or at LIBOR plus 250 basis points, at the election of the
    Company.
    The Facility provides for an additional $5.0 million of
    credit available for certain inventory purchases. These advances
    bear interest at the banks prime rate plus one-quarter of
    one-percent (1/4%) per annum and are payable within 45 days
    of each advance.
    Lending limits that are subject to accounts receivable and
    inventory limitations.
    An unused commitment fee equal to one-quarter of one percent
    (1/4%) per annum on the difference between the maximum loan
    limit and average monthly borrowings.
    Secured by collateral including all of the Companys
    equipment, intangibles, inventories, and accounts receivable.
    Provides that the Company may not pay dividends on its common
    stock in excess of $0.72 per share on an annual basis.
    The Facility includes a prepayment penalty equal to one-half of
    one percent (1/2%) of the original maximum loan limit
    ($60.4 million) if the Company prepays the entire Facility
    or terminates the credit agreement on or before January 1,
    2011.    day-to-day.
     21




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Cross
    Default and Co-Terminus Provisions
    Redemption
    of Series C Convertible Preferred Stock
    Dividends
    Payments
    Other
      Off-Balance
    Sheet Arrangements
    Liquidity
    Risk
         22




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OTHER
    MATTERS  Critical Accounting Estimates
  GENERAL
      Allowance
    for Doubtful Accounts
  NATURE OF ESTIMATES REQUIRED.
  ASSUMPTIONS AND APPROACH USED.
  
    Historical collections  Represented as the amount of
    historical uncollectible accounts as a percent of total accounts
    receivable.
    Specific credit exposure on certain accounts 
    Identified based on managements review of the accounts
    receivable portfolio and taking into account the financial
    wherewithal of particular customers that management deems to
    have a higher risk of collection.
    Market conditions  We consider a broad range of
    industry trends and macro-economic issues which may impact the
    creditworthiness of our customers.  Inventories
  NATURE OF ESTIMATES REQUIRED.
  ASSUMPTIONS AND APPROACH USED.
  
    Slow moving products  Items identified as slow moving
    are evaluated on a
    case-by-case
    basis for impairment.
    Obsolete/discontinued inventory  Products identified
    that are near or beyond their expiration dates. We may also
    discontinue carrying certain product lines for our customers. As
    a result, we estimate the market value of this inventory as if
    it were to be liquidated.
    Estimated salvage value/sales price  The salvage
    value of the inventory is estimated using managements
    evaluation of the congestion in the distribution channels and
    experience with brokers and inventory liquidators to determine
    the salvage value of the inventory. 23




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Depreciation,
    Amortization and Impairment of Long-Lived Assets
    NATURE OF ESTIMATES REQUIRED.
  ASSUMPTIONS AND APPROACH USED.
  debt-to-equity
  Insurance
    ASSUMPTIONS AND APPROACH USED.
  Employee Health Insurance Claims
  
    Historical claims experience  We review loss runs for
    each month to calculate the average monthly claims experience.
    Lag period for reporting claims  Based on analysis
    and consultation with our third party administrator, our
    experience is such that we have a minimum of a one month lag
    period in which claims are reported.  Workers Compensation Insurance Claims
  
    Historical claims experience  We review prior
    years loss runs to estimate the average annual expected
    claims and review monthly loss runs to compare our estimates to
    actual claims.
    Lag period for reporting claims  We utilize the
    assistance of our insurance agent to trend and develop reserves
    on reported claims in order to estimate the amount of incurred
    but unreported claims. Our insurance agent uses standard
    insurance industry loss development models. 24




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Income
    Taxes
      ASSUMPTIONS AND APPROACH USED.
    
    our current financial position;
    historical financial information;
    future reversals of existing taxable temporary differences;
    future taxable income exclusive of reversing temporary
    differences and carryforwards;
    taxable income in prior carryback years; and
    tax planning strategies.  Revenue
    Recognition
    NATURE OF ESTIMATES REQUIRED.
  ASSUMPTIONS AND APPROACH USED.
  
    Sales discounts  We use historical experience to
    estimate the amount of accounts receivable that will not be
    collected due to customers taking advantage of authorized term
    discounts.
    Volume sales incentives  We use historical experience
    in combination with quarterly reviews of customers sales
    progress in order to estimate the amount of volume incentives
    due to the customers on a periodic basis.   25




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RECENTLY
    ISSUED ACCOUNTING PRONOUNCEMENTS
    2010-20 (Disclosures about the Credit Quality of Financing
    Receivables and Allowance for Credit
    Losses)
  (Accounting for Transfers of
    Financial Assets)
  FASB ASC 810 (Amendments to FASB
    Interpretation: Consolidation of Variable Interest
    Entities)
  FORWARD
    LOOKING STATEMENTS
  Form 10-K,
  
    increases in state and federal excise taxes on cigarette and
    tobacco products, including recent increases in federal excise
    taxes imposed in connection with the State Childrens
    Health Insurance Program (SCHIP) law,
    regulation of cigarette and tobacco products by the FDA, in
    addition to existing state and federal regulations by other
    agencies,
    potential bans imposed by the FDA on the manufacture,
    distribution, and sale of certain cigarette and tobacco products,
    increases in manufacturer prices,
    increases in inventory carrying costs and customer credit risk,
    changes in promotional and incentive programs offered by
    manufacturers,
    decreased availability of capital resources
    demand for the Companys products, particularly cigarette
    and tobacco products,
    new business ventures or acquisitions,
    domestic regulatory and legislative risks,
    competition,
    poor weather conditions, 26




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
    increases in fuel prices,
    consolidation trends within the convenience store industry,
    other risks over which the Company has little or no control, and
    any other factors not identified herein.   ITEM 7A.QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   27




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##### 



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA   
 Index to 2010 Consolidated Financial StatementsReport of Independent Registered Public
    Accounting Firm


29Consolidated Balance Sheets as of September 2010
    and September 2009


30Consolidated Statement of Operations for the
    Fiscal Years Ended September 2010 and September 2009


31Consolidated Statement of Shareholders
    Equity for the Fiscal Years Ended September 2010 and
    September 2009


32Consolidated Statement of Cash Flows for the
    Fiscal Years Ended September 2010 and September 2009


33Notes to Consolidated Financial Statements


35   28




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            McGLADREY &
    PULLEN LLP
    29




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##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED BALANCE SHEETS
  September 30,2010


2009ASSETSCurrent assets:Cash

$
356,735


$
309,914Accounts receivable, less allowance for doubtful accounts of
    $1.6 million and $0.9 million in 2010 and 2009,
    respectively


27,903,689



28,393,198Inventories, net


35,005,957



34,486,027Deferred income taxes


1,905,974



1,701,568Prepaid and other current assets


3,013,485



1,728,576Total current assets


68,185,840



66,619,283Property and equipment, net


11,855,669



11,256,627Goodwill


6,149,168



5,848,808Other intangible assets, net


4,807,644



3,373,269Other assets


1,069,050



1,026,395$
92,067,371


$
88,124,382LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
16,656,257


$
15,222,689Accrued expenses


6,007,900



6,768,924Accrued wages, salaries and bonuses


3,161,817



3,257,832Income taxes payable


2,366,667



3,984,258Current maturities of credit facility






177,867Current maturities of long-term debt


893,291



1,470,445Total current liabilities


29,085,932



30,882,015Credit facility, less current maturities


18,816,709



22,655,861Deferred income taxes


1,075,861



1,256,713Long-term debt, less current maturities


5,226,586



5,066,185Other long-term liabilities


587,479



Series A cumulative, convertible preferred stock,
    $.01 par value 100,000 authorized and issued, liquidation
    preference $25.00 per share


2,500,000



2,500,000Series B cumulative, convertible preferred stock,
    $.01 par value 80,000 authorized and issued, liquidation
    preference $25.00 per share


2,000,000



2,000,000Commitments and contingencies (Note 13)Shareholders equity:Preferred stock, $0.01 par value, 1,000,000 shares
    authorized, 180,000 shares outstanding and issued in
    Series A and B at September 2010 and 2009






Common stock, $0.01 par value, 3,000,000 shares
    authorized, 577,432 shares outstanding at September 2010
    and 573,232 shares outstanding at September 2009


5,774



5,732Additional paid-in capital


8,376,640



7,617,494Retained earnings


24,392,390



16,140,382Total shareholders equity


32,774,804



23,763,608$
92,067,371


$
88,124,382    30




---



##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED STATEMENTS OF
    OPERATIONS
  Fiscal Years Ended September2010


2009Sales (including excise taxes of $335.8 million and
    $263.7 million, respectively)

$
1,010,538,035


$
907,953,044Cost of sales


938,830,204



839,813,225Gross profit


71,707,831



68,139,819Selling, general and administrative expenses


54,445,189



51,539,775Depreciation and amortization


1,736,817



1,216,08956,182,006



52,755,864Operating income


15,525,825



15,383,955Other expense (income):Interest expense


1,504,899



1,627,373Other (income), net


(85,886
)


(104,259
)1,419,013



1,523,114Income from continuing operations before income tax expense


14,106,812



13,860,841Income tax expense


5,141,000



5,367,000Income from continuing operations


8,965,812



8,493,841Discontinued operations (Note 2)Gain on asset disposal and debt settlement, net of income tax
    expense of $2.7 million






4,666,264Loss from discontinued operations, net of income tax benefit of
    $0.1 million






(186,370
)Income on discontinued operations






4,479,894Net income


8,965,812



12,973,735Preferred stock dividend requirements


(297,025
)


(568,653
)Net income available to common shareholders

$
8,668,787


$
12,405,082Basic earnings per share available to common shareholders:Continuing operations

$
15.36


$
14.45Discontinued operations






8.16Net basic earnings per share available to common shareholders

$
15.36


$
22.61Diluted earnings per share available to common shareholders:Continuing operations

$
11.99


$
10.87Discontinued operations






5.74Net diluted earnings per share available to common shareholders

$
11.99


$
16.61Weighted average shares outstanding:Basic


564,355



548,616Diluted


747,862



781,265    31




---



##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED STATEMENTS OF
    SHAREHOLDERS EQUITY
  AdditionalCommon Stock


Paid in


RetainedShares


Amount


Capital


Earnings


TotalBalance, September 30, 2008


570,397


$
5,704


$
6,995,948


$
3,963,542


$
10,965,194Dividends on common stock, $0.40 per share














(228,242
)


(228,242
)Dividends on convertible preferred stock














(568,653
)


(568,653
)Compensation expense on equity-based awards










531,600







531,600Issuance of stock in connection with stock-based
    incentive plans


2,835



28



87,701







87,729Net excess tax benefit on equity-based awards










2,245







2,245Net income














12,973,735



12,973,735Balance, September 30, 2009


573,232



5,732



7,617,494



16,140,382



23,763,608Dividends on common stock, $0.72 per share














(416,779
)


(416,779
)Dividends on convertible preferred stock














(297,025
)


(297,025
)Compensation expense on equity-based awards










486,294







486,294Issuance of stock in connection with stock-based
    incentive plans


4,200



42



131,711







131,753Net excess tax benefit on equity-based awards










141,141







141,141Net income














8,965,812



8,965,812Balance, September 30, 2010


577,432


$
5,774


$
8,376,640


$
24,392,390


$
32,774,804    32




---



##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED STATEMENTS OF
    CASH FLOWS
  Fiscal Years Ended September2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
8,965,812


$
12,973,735Deduct: Income from discontinued operations, net of tax






4,479,894Income from continuing operations


8,965,812



8,493,841Adjustments to reconcile income from continuing operations to
    net cash flows from operating activities:Depreciation


1,459,156



1,216,089Amortization


277,661



(Gain) loss on sale of property and equipment


(32,996
)


24,915Stock based compensation


486,294



531,600Net excess tax benefit on equity-based awards


(141,141
)


(2,245
)Deferred income taxes


(385,258
)


1,049,925Provision for losses on doubtful accounts


686,426



124,574Provision for (recoveries) losses on inventory obsolescence


(74,083
)


299,155Other


75,083



Changes in assets and liabilities:Accounts receivable


(196,917
)


(1,319,358
)Inventories


1,535,651



2,545,787Prepaid and other current assets


(1,289,549
)


1,791,074Other assets


(42,655
)


96,857Accounts payable


1,395,362



(80,446
)Accrued expenses and accrued wages, salaries and bonuses


(857,039
)


2,113,154Income taxes payable


(1,476,450
)


3,673,482Net cash flows from operating activities  continuing
    operations


10,385,357



20,558,404Net cash flows from operating activities 
    discontinued operations






(2,673,712
)Net cash flows from operating activities


10,385,357



17,884,692CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment


(1,920,655
)


(1,673,432
)Proceeds from sales of property and equipment


71,606



107,255Acquisition


(3,099,836
)


Net cash flows from investing activities


(4,948,885
)


(1,566,177
)CASH FLOWS FROM FINANCING ACTIVITIES:Net payments on bank credit agreements


(4,017,019
)


(12,367,277
)Principal payments on long-term debt


(931,722
)


(788,712
)Proceeds from exercise of stock options


131,753



87,729Net excess tax benefit on equity-based awards


141,141



2,245Redemption of Series C convertible preferred stock






(2,000,000
)Dividends paid on convertible preferred stock


(297,025
)


(347,025
)Dividends on common stock


(416,779
)


(228,242
)Net cash flows from financing activities  continuing
    operations


(5,389,651
)


(15,641,282
)Net cash flows from financing activities 
    discontinued operations






(825,000
)Net cash flow from financing activities


(5,389,651
)


(16,466,282
)Net change in cash


46,821



(147,767
)Cash, beginning of year


309,914



457,681Cash, end of year

$
356,735


$
309,914  33




---



##### Table of Contents



AMCON
    Distributing Company and Subsidiaries
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
  Fiscal Years2010


2009Supplemental disclosure of cash flow information:Cash paid during the year for interest

$
1,506,661


$
1,719,895Cash paid during the year for income taxes


7,002,708



3,249,594Supplemental disclosure of non-cash information:Acquisition of equipment through capital leases

$
14,969


$
12,333Equipment acquisitions classified as accounts payable


38,206



11,580Constructive dividends on Series A, B and C Convertible
    Preferred Stock






221,628Business acquisition (see Note 2):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



TSI disposition  discontinued operations:Property and equipment, net

$



$
(2,032,047
)Accrued expenses






(925,452
)Long-term debt






(6,945,548
)Deferred gain on CPH settlement






(1,542,312
)    34




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES:  (a) Company
    Operations:
          (b) Accounting
    Period:
    (c) Principles
    of Consolidation and Basis of Presentation:
    (d) Cash
    and Accounts Payable:
    (e) Accounts
    Receivable:
    (f) Inventories:
   35




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (g) Prepaid
    Expenses and Other Current Assets:
    September


September2010


2009Prepaid expenses

$
0.7


$
1.0Prepaid inventory


2.3



0.7$
3.0


$
1.7     (h) Property
    and Equipment:
    YearsBuildings

40Warehouse equipment

5-7Furniture, fixtures and leasehold improvements

2-12Vehicles

5     (i) Long-Lived
    Assets:
    (j) Goodwill,
    Intangible and Other Assets:
    non-amortization non-amortization
 36




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Non-amortized
        (k) Debt
    Issuance Costs:
    (l) Revenue
    Recognition:
    (m) Insurance:
   37




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (n) Income
    Taxes:
    (o) Stock-Based
    Compensation:
    (p) Customer
    Sales Incentives:
    (q) Per-share
    results:
    (r) Use
    of Estimates:
    (s) Recently
    Issued Accounting Standards:
    2010-20 (Disclosures about the Credit Quality of Financing
    Receivables and Allowance for Credit
    Losses)
  (Accounting for Transfers of
    Financial Assets)
 38




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (Amendments to FASB
    Interpretation:
  2.
    ACQUISITION
    AND DISPOSITIONS  ACQUISITION
      AmountTotal Consideration

(In millions)Cash

$
3.1Note payable


0.5Fair value of contingent consideration


0.4Fair value of consideration transferred

$
4.0   WeightedAverageAmount


AmortizationRecognized Amounts of Identifiable Assets Acquired

(In millions)


PeriodInventory

$
2.0


Property and equipment


0.1


5 yearsIdentifiable intangible assets:Customer relationships


1.6


8 yearsTotal identifiable net assets


3.7Goodwill


0.3Total identifiable assets and goodwill

$
4.0    39




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Twelve Months EndedSeptember(In millions)

2010

2009Revenue  Actual Results

$
54.6


$
Revenue  Supplemental pro forma results

$
59.6


$
57.0Net Income  Actual Results

$
0.4


$
Net Income  Supplemental pro forma results

$
0.4


$
0.4   DISPOSITIONS 
    DISCONTINUED OPERATIONS
        Year EndedSeptember2010


2009Operating loss

$



$
(0.1
)Interest expense






(0.2
)Gain on asset disposal and debt settlement






7.4Income tax expense






2.6Gain from discontinued operations






4.5  40




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    CONVERTIBLE
    PREFERRED STOCK:    Series A

Series BDate of issuance:

June 17, 2004

October 8, 2004Optionally redeemable beginning

June 18, 2006

October 9, 2006Par value (gross proceeds):

$2,500,000

$2,000,000Number of shares:

100,000

80,000Liquidation preference per share:

$25.00

$25.00Conversion price per share:

$30.31

$24.65Number of common shares in which to be converted:

82,481

81,136Dividend rate:

6.785%

6.37%         4.
    EARNINGS
    PER SHARE:   41




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For Fiscal Years2010


2009Basic


BasicWeighted average number of shares outstanding


564,355



548,616Income from continuing operations

$
8,965,812


$
8,493,841Deduct: convertible preferred stock dividends


(297,025
)


(568,653
)$
8,668,787


$
7,925,188Income from discontinued operations

$



$
4,479,894Net income available to common shareholders

$
8,668,787


$
12,405,082Income per share from continuing operations

$
15.36


$
14.45Income per share from discontinued operations






8.16Net earnings per share available to common shareholders

$
15.36


$
22.61   2010


2009Diluted


DilutedWeighted average common shares outstanding


564,355



548,616Weighted average of net additional shares outstanding assuming
    dilutive options exercised and proceeds used to purchase
    treasury stock/1/


183,507



232,649Weighted average number of shares outstanding


747,862



781,265Income from continuing operations

$
8,965,812


$
8,493,841Deduct: convertible preferred stock dividends/2/






$
8,965,812


$
8,493,841Income from discontinued operations

$



$
4,479,894Net income available to common shareholders

$
8,965,812


$
12,973,735Income per share from continuing operations

$
11.99


$
10.87Income per share from discontinued operations






5.74Net earnings per share available to common shareholders

$
11.99


$
16.61     /1/
    
    Diluted earnings per share calculation includes all stock
    options, convertible preferred stock, and restricted stock
    deemed to be dilutive./2/
    
    Diluted earnings per share calculation excludes dividend
    payments for convertible preferred stock deemed to be dilutive,
    as those amounts are assumed to have been converted to common
    stock of the Company. 42




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    PROPERTY
    AND EQUIPMENT, NET:    2010


2009Land

$
648,818


$
648,818Buildings and improvements


9,148,547



9,133,476Warehouse equipment


7,991,655



7,104,959Furniture, fixtures and leasehold improvements


8,092,452



7,179,610Vehicles


1,707,185



1,648,496Capital equipment leases


396,269



381,300Construction in progress


151,027



536,49928,135,953



26,633,158Less accumulated depreciation and amortization:Owned buildings and equipment


(16,022,685
)


(15,212,951
)Capital equipment leases


(257,599
)


(163,580
)$
11,855,669


$
11,256,627   6.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS:    2010


2009Wholesale

$
4,236,291


$
3,935,931Retail


1,912,877



1,912,877$
6,149,168


$
5,848,808     2010


2009Trademarks and tradenames

$
3,373,269


$
3,373,269Customer relationships (less accumulated amortization of
    $185,625)


1,434,375



$
4,807,644


$
3,373,269       Fiscal


Fiscal


Fiscal


Fiscal


Fiscal2011


2012


2013


2014


2015


ThereafterCustomer relationships

$
202,500


$
202,500


$
202,500


$
202,500


$
202,500


$
421,875  43




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    OTHER
    ASSETS:    2010


2009Cash surrender value of life insurance policies

$
824,751


$
819,343Other


244,299



207,052$
1,069,050


$
1,026,395   8.
    DEBT:    CREDIT
    FACILITY
    2010


2009Revolving portion of the Facility, interest payable at 2.96% at
    September 2010 (primarily LIBOR plus 250 basis points),
    principal due January 2012

$
18,816,709


$
22,655,861Term Note A, payable in monthly installments of $16,333
    plus interest at the banks prime rate






177,86718,816,709



22,833,728Less current maturities






177,867$
18,816,709


$
22,655,861     
    A January 1, 2012 maturity date and a $55.0 million
    revolving credit limit.
    The Facility bears interest at either the banks prime rate
    or at LIBOR plus 250 basis points, at the election of the
    Company.
    The Facility provides for an additional $5.0 million of
    credit advances available for certain inventory purchases. These
    advances bear interest at the banks prime rate plus
    one-quarter of one-percent (1/4%) per annum and are payable
    within 45 days of each advance.
    Lending limits subject to accounts receivable and inventory
    limitations.
    An unused commitment fee equal to one-quarter of one percent
    (1/4%) per annum on the difference between the maximum loan
    limit and average monthly borrowings.
    Secured by collateral including all of the Companys
    equipment, intangibles, inventories, and accounts receivable.
    Provides that the Company may not pay dividends on its common
    stock in excess of $0.72 per share on an annual basis.
    The Facility includes a prepayment penalty equal to one-half of
    one percent (1/2%) of the original maximum loan limit
    ($60.4 million) if the Company prepays the entire Facility
    or terminates the credit agreement on or before January 1,
    2011. 44




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     LONG-TERM
    DEBT:
    2010


2009Note payable to a bank (Real Estate Loan), interest
    payable at a fixed rate of 6.75% with monthly installments of
    principal and interest of $58,303 per month through May 2013
    with remaining principal due June 2013, collateralized by two
    owned distribution facilities

$
4,829,414


$
5,185,256Note payable to a bank, interest payable monthly at a fixed rate
    of 5.21% plus monthly principal payments of $4,237 through
    December 2012 at which time the remaining principal is due,
    collateralized by the Rapid City building and equipment


724,470



770,800Note payable, interest payable at a fixed rate of 5.00%, with
    quarterly installments of principal and interest of $66,067
    through October 30, 2011


316,244



Obligations under capital leases, payable in monthly
    installments with interest rates from 4.96% to 8.25% through
    April 2013


53,079



165,714Notes payable, interest payable at a fixed rate between
    8.0%  9.5% with monthly installments of principal and
    interest of $2,226  $2,677 per month through July
    2011 collateralized by delivery vehicles


34,395



87,525Note payable, interest payable discounted at a rate of 8.25%
    with quarterly installments of principal and interest of
    $31,250  $46,875 through October 2011, secured by
    Mr. Wrights personal guaranty (see Note 12)


162,275



327,3356,119,877



6,536,630Less current maturities


893,291



1,470,445$
5,226,586


$
5,066,185     Fiscal Year Ending2011

$
893,2912012


559,2122013


4,667,3742014


2015


Thereafter


$
6,119,877    45




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cross
    Default and Co-Terminus Provisions
    Capital
    leases
    Other
    9.
    OTHER
    INCOME, NET:    2010


2009Interest income

$
43,924


$
50,033Other


41,962



54,226$
85,886


$
104,259   10.
    INCOME
    TAXES:    2010


2009Current: Federal

$
4,756,241


$
3,730,935Current: State


770,017



586,1405,526,258



4,317,075Deferred: Federal


(353,436
)


945,877Deferred: State


(31,822
)


104,048(385,258
)


1,049,925Income tax expense

$
5,141,000


$
5,367,000  46




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Tax at statutory rate

$
4,937,384


$
4,851,295Amortization of goodwill and other intangibles


(5,207
)


(5,207
)Nondeductible business expenses


32,248



30,758State income taxes, net of federal tax benefit


496,820



421,636Valuation allowance, net operating losses


(157,809
)


(25,422
)Other


(162,436
)


93,940$
5,141,000


$
5,367,000     2010


2009Deferred tax assets:Current:Allowance for doubtful accounts

$
591,662


$
337,193Accrued expenses


915,153



879,806Inventory


408,557



441,248Other


241,435



316,6082,156,807



1,974,855Noncurrent:Property and equipment

$
682,411


$
625,536Net operating loss carry forwards  federal


517,968



564,009Net operating loss carry forwards  state


651,283



669,0921,851,662



1,858,637Total deferred tax assets


4,008,469



3,833,492Valuation allowance


(783,037
)


(940,846
)Net deferred tax assets

$
3,225,432


$
2,892,646Deferred tax liabilities:Current:Trade discounts

$
250,833


$
273,287250,833



273,287Noncurrent:Property and equipment


674,726



620,489Goodwill


794,025



701,104Section 481 deferral






355,694Intangible assets


675,735



497,2172,144,486



2,174,504Total deferred tax liabilities

$
2,395,319


$
2,447,791Net deferred tax assets (liabilities):Current

$
1,905,974


$
1,701,568Noncurrent


(1,075,861
)


(1,256,713
)$
830,113


$
444,855  47




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    PROFIT
    SHARING PLAN:    12.
    RELATED
    PARTY TRANSACTIONS:          13.
    COMMITMENTS
    AND CONTINGENCIES:  Future
    Lease Obligations
   48




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Capital


OperatingFiscal Year Ending

Leases


Leases2011

$
43,661


$
3,550,1282012


8,027



2,969,0202013


3,139



2,286,6712014






1,208,5742015






840,631Thereafter






803,320Total minimum lease payments

$
54,827


$
11,658,344Less amount representing interest


1,748Present value of net minimum lease payments

$
53,079   Liability
    Insurance
            2010


2009Beginning balance

$
1.6


$
1.3Charged to expense


4.3



4.3Payments


4.2



4.0Ending balance

$
1.7


$
1.6   14.
    EQUITY-BASED
    INCENTIVE AWARDS:  Omnibus
    Plan
   49




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    Options
      Stock OptionPricingAssumptionsRisk-free interest rate


3.04
%Dividend yield


1.30
%Expected volatility


49.3
%Expected life in years


7     Number ofOptions





NumberDate




Exercise Price





Outstanding





ExercisableFiscal 2003





$
28.80







84







84Fiscal 2007





$
18.00







25,000







25,000Fiscal 2010





$
51.50







6,000







31,084







25,084Stock options issued and outstanding to the Companys
    outside directors at September 2010 are summarized as follows:Number ofOptions





NumberDate




Exercise Price





Outstanding





ExercisableFiscal 2002





$
26.94







834







834The following summarizes all stock options outstanding at
    September 2010:Remaining





ExercisableExercise


Number


Weighted-Average


Weighted-Average


Number


Weighted-AveragePrice


Outstanding


Contractual Life


Exercise Price


Exercisable


Exercise Price2002 Options

$
26.94



834



1.87 years


$
26.94



834


$
26.942003 Options

$
28.80



84



2.07 years


$
28.80



84


$
28.802007 Options

$
18.00



25,000



6.20 years


$
18.00



25,000


$
18.002010 Options

$
51.50



6,000



9.58 years


$
51.50






$
31,918






$
24.56



25,918


$
18.32  50




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number of


Weighted AverageShares


Exercise PriceOutstanding at September 2009


30,118


$
20.16Granted


6,000


$
51.50Exercised


(4,200
)

$
31.45Forfeited/Expired





$
Outstanding at September 2010


31,918


$
24.56         Restricted
    Stock
    Restricted Stock/1/

Restricted Stock /2/Date of award:

December 6, 2007

January 29, 2008Number of shares:

24,000

7,500Service period:

34 months

36 monthsEstimated fair value of award at grant date/3/:

$963,000

$229,000Intrinsic value of awards outstanding at September 2010:

$500,000

$100,000     /1/
    
    The remaining 8,000 shares will vest on October 16,
    2010./2/
    
    The remaining 2,500 shares will vest January 29, 2011./3/
    
    Amount is net of estimated forfeitures.  and/or
   51




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedAverageNumber of


Grant DateShares


Fair ValueNonvested restricted stock at September 2009


21,000


$
40.16Granted






Vested


(10,500
)

$
40.16Expired






Nonvested restricted stock at September 2010


10,500


$
40.16   15.
    BUSINESS
    SEGMENTS:    WholesaleDistribution


Retail


Other


ConsolidatedFISCAL YEAR ENDED 2010:External revenues:Cigarettes

$
731,384,660


$



$



$
731,384,660Confectionery


66,055,461











66,055,461Health food






36,769,283







36,769,283Tobacco, food service & other


176,328,631











176,328,631Total external revenues


973,768,752



36,769,283







1,010,538,035Depreciation


1,122,021



332,967



4,168



1,459,156Amortization


277,661











277,661Operating income (loss)


17,168,907



3,766,927



(5,410,009
)


15,525,825Interest expense


484,253



456,367



564,279



1,504,899Income (loss) from continuing operations before taxes


16,718,386



3,347,006



(5,958,580
)


14,106,812Total assets


78,662,748



12,408,831



995,792



92,067,371Capital expenditures


1,049,666



870,989







1,920,655FISCAL YEAR ENDED 2009:External revenues:Cigarettes

$
646,410,368


$



$



$
646,410,368Confectionery


65,004,545











65,004,545Health food






36,616,477







36,616,477Tobacco, food service & other


159,921,654











159,921,654Total external revenues


871,336,567



36,616,477







907,953,044Depreciation


1,000,137



211,365



4,587



1,216,089Operating income (loss)


17,442,291



3,490,989



(5,549,325
)


15,383,955Interest expense


517,383



573,737



536,253



1,627,373Income (loss) from continuing operations before taxes


16,962,838



2,958,236



(6,060,233
)


13,860,841Total assets


75,507,359



11,605,457



1,011,566



88,124,382Capital expenditures


1,172,059



501,373







1,673,432  52




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##### Table of Contents



ITEM 9.CHANGES IN AND DISAGREEMENTS
    WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE   ITEM 9A.CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f)
    Regulation S-K
  Rule 12b-2 Regulation S-K.
 53




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##### Table of Contents



Limitations
    on Effectiveness of Controls
      Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   PART III ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Form 10-K
    ITEM 11.
    EXECUTIVE
    COMPENSATION  Form 10-K,
 54




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Form 10-K
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K
  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Form 10-K
 55




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    Financial Statements
    Financial Statement Schedules
    Exhibits
  3
.1

Restated Certificate of Incorporation of the Company, as amended
    May 12, 2004 (incorporated by reference to Exhibit 3.1 of
    AMCONs Annual Report on Form 10-K filed November 7, 2008)3
.2

Certificate of Amendment of Certificate of Incorporation dated
    March 18, 2005 (incorporated by reference to Exhibit 3.2 of
    AMCONs Annual Report on Form 10-K filed November 7, 2008)3
.3

Second Corrected Certificate of Designations, Preferences and
    Rights of Series A Convertible Preferred Securities of AMCON
    Distributing Company dated August 5, 2004 (incorporated by
    reference to Exhibit 3.3 of AMCONs Quarterly Report
    on Form 10-Q filed on August 9, 2004)3
.4

Certificate of Designations, Preferences and Rights of Series B
    Convertible Preferred Securities of AMCON Distributing Company
    dated October 8, 2004 (incorporated by reference to Exhibit 3.4
    of AMCONs Annual Report on Form 10-K filed on January 7,
    2005)3
.5

Amended and Restated Bylaws of the Company dated January 29,
    2008 (incorporated by reference to Exhibit 3.2 of AMCONs
    Current Report on Form 8-K filed on February 4, 2008).4
.1

Specimen Common Stock Certificate (incorporated by reference to
    Exhibit 4.1 of AMCONs Registration Statement on Form S-1
    (Registration No. 33-82848) filed on August 15, 1994)4
.2

Specimen Series A Convertible Preferred Stock Certificate
    (incorporated by reference to Exhibit 4.2 of AMCONs
    Quarterly Report on Form 10-Q filed on August 9, 2004)4
.3

Specimen Series B Convertible Preferred Stock Certificate
    (incorporated by reference to Exhibit 3.4 of AMCONs Annual
    Report on Form 10-K filed on January 7, 2005)4
.4

Securities Purchase Agreement dated October 8, 2004 between
    AMCON Distributing Company and Spencer Street Investments, Inc.
    (incorporated by reference to Exhibit 4.5 of AMCONs Annual
    Report on Form 10-K filed on January 7, 2005)10
.1

Amended and Restated Loan and Security Agreement, dated
    September 30, 2004, between the Company and LaSalle National
    Bank, as agent (incorporated by reference to Exhibit 3.4 of
    AMCONs Annual Report on Form 10-K filed on January 7, 2005)10
.2

Revised First Amendment To Amended and Restated Loan and
    Security Agreement, dated April 14, 2005 (incorporated by
    reference to Exhibit 10.2 of AMCONs Quarterly Report on
    Form 10-Q filed on May 27, 2005)10
.3

Revised Second Amendment to Amended and Restated Loan and
    Security Agreement, dated May 23, 2005 (incorporated by
    reference to Exhibit 10.3 of AMCONs Quarterly Report on
    Form 10-Q filed on May 27, 2005)10
.4

Third Amendment to Amended and Restated Loan and Security
    Agreement, dated August 12, 2005 (incorporated by reference to
    Exhibit 10.4 of AMCONs Quarterly Report on Form 10-Q filed
    on August 22, 2005)10
.5

Fourth Amendment and Waiver to Amended and Restated Loan and
    Security Agreement, dated January 9, 2006 (incorporated by
    reference to Exhibit 10.5 of AMCONs Annual Report on Form
    10-K filed on August 23, 2006) 56




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##### Table of Contents



10
.6

Fifth Amendment to Amended and Restated Loan and Security
    Agreement, dated February 8, 2006 (incorporated by reference to
    Exhibit 10.6 of AMCONs Annual Report on Form 10-K filed on
    August 23, 2006)10
.7

Sixth Amendment to Amended and Restated Loan and Security
    Agreement, dated March 3, 2006 (incorporated by reference to
    Exhibit 10.1 of AMCONs Current Report on Form 8-K filed on
    March 13, 2006)10
.8

Seventh Amendment to Amended and Restated Loan and Security
    Agreement, dated November 6, 2006 (incorporated by reference to
    Exhibit 10.37 of AMCONs Quarterly Report on Form 10-Q
    filed on November 20, 2006)10
.9

Eighth Amendment to Amended and Restated Loan and Security
    Agreement, dated December 28, 2006 (incorporated by reference to
    Exhibit 10.9 of AMCONs Annual Report on Form 10-K filed
    December 29, 2006)10
.10

Ninth Amendment to Amended and Restated Loan and Security
    Agreement, dated July 17, 2008 (incorporated by reference to
    Exhibit 10.9 of AMCONs Quarterly Report on Form 10-Q filed
    July 17, 2008)10
.11

Tenth Amendment to Amended and Restated Loan and Security
    Agreement, dated October 15, 2008 (incorporated by reference to
    Exhibit 10.11 of AMCONs Annual Report on Form 10-K filed
    November 7, 2008)10
.12

Eleventh Amendment to the Amended and Restated Loan and Security
    Agreement, dated January 15, 2009 (incorporated by reference to
    Exhibit 10.1 of AMCONs Quarterly Report on Form 10-Q filed
    January 20, 2009)10
.13

Twelfth Amendment to the Amended and Restated Loan and Security
    Agreement, dated July 14, 2009 (incorporated by reference to
    Exhibit 10.1 of AMCONs Quarterly Report on Form 10-Q filed
    July 17, 2009)10
.14

Thirteenth Amendment to the Amended and Restated Loan and
    Security Agreement, dated October 2, 2009 (incorporated by
    reference to Exhibit 10.14 of AMCONs Annual Report on Form
    10-K filed November 6, 2009).10
.15

Fourteenth Amendment to the Amended and Restated Loan and
    Security Agreement, dated July 19, 2010 (incorporated by
    reference to Exhibit 10.1 of AMCONs Quarterly Report on
    Form 10-Q filed July 19, 2010).10
.16

First Amended and Restated AMCON Distributing Company 1994 Stock
    Option Plan (incorporated by reference to Exhibit 10.17 of
    AMCONs Current Report on Form 10-Q filed on August 4,
    2000)*10
.17

AMCON Distributing Company Profit Sharing Plan (incorporated by
    reference to Exhibit 10.8 of Amendment No. 1 to the
    Companys Registration Statement on Form S-1 (Registration
    No. 33-82848) filed on November 8, 1994)*10
.18

2007 Omnibus Incentive Plan dated April 17, 2007 (incorporated
    herein by reference to Exhibit 10.12 to AMCONs Annual
    Report on Form 10-K filed on November 9, 2007)*10
.19

Nonqualified Stock Option Agreement for Christopher H. Atayan
    dated December 12, 2006 (incorporated herein by reference to
    Exhibit 10.13 to AMCONs Annual Report on Form 10-K filed
    on November 9, 2007)*10
.20

Agreement, dated September 26, 2006, between the Company and
    William F. Wright regarding Mr. Wrights services to
    the Company (incorporated by reference to Exhibit 10.1 of
    AMCONs Current Report on Form 8-K filed on October 10,
    2006)*10
.21

Agreement, dated December 10, 2004 between AMCON Distributing
    Company and William F. Wright with respect to split dollar life
    insurance (incorporated by reference to Exhibit 10.6 of
    AMCONs Annual Report on Form 10-K filed on January 7,
    2005)*10
.22

Agreement, dated December 15, 2004 between AMCON Distributing
    Company and Kathleen M. Evans with respect to split dollar life
    insurance (incorporated by reference to Exhibit 10.7 of
    AMCONs Annual Report on Form 10-K filed on January 7,
    2005)* 57




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##### Table of Contents



10
.23

Guaranty Fee, Reimbursement and Indemnification Agreement, dated
    as of September 30, 2004, between AMCON Distributing Company and
    William F. Wright (incorporated by reference to Exhibit 10.17 of
    AMCONs Annual Report on Form 10-K filed on January 7, 2005)10
.24

Amendment to Guaranty Fee, Reimbursement and Indemnification
    Agreement, dated July 31, 2007, between AMCON Distributing
    Company and William F. Wright (incorporated by reference to
    Exhibit 10.23 to AMCONs Annual Report on Form 10-K
    filed on November 9, 2007)10
.25

Term Real Estate Promissory Note, dated December 21, 2004,
    issued by AMCON Distributing Company to M&I (incorporated
    by reference to Exhibit 10.21 of AMCONs Quarterly Report
    on Form 10-Q filed on February 14, 2005)10
.26

One Hundred Eighty Day Redemption Mortgage and Security
    Agreement by and between AMCON Distributing Company and M&I
    (incorporated by reference to Exhibit 10.23 of AMCONs
    Quarterly Report on Form 10-Q filed on February 14, 2005)10
.27

Security Agreement by and between AMCON Distributing Company and
    M&I (incorporated by reference to Exhibit 10.24 of
    AMCONs Quarterly Report on Form 10-Q filed on February 14,
    2005)10
.28

Change of Control Agreement between the Company and Christopher
    H. Atayan, dated December 29, 2006 (incorporated by reference to
    Exhibit 10.40 of AMCONs Annual Report on Form 10-K filed
    on December 29, 2006)*10
.29

Change of Control Agreement between the Company and Kathleen M.
    Evans, dated December 29, 2006 (incorporated by reference to
    Exhibit 10.41 of AMCONs Annual Report on Form 10-K filed
    on December 29, 2006)*10
.30

Settlement Agreement and Mutual General Release dated July 31,
    2007 by and between Television Events & Marketing, Inc.,
    Tom Kiely, The Beverage Group, Inc., AMCON Distributing Company,
    AMCON Corporation, William F. Wright, Archie Thornton and The
    Thornton Works (incorporated by reference to Exhibit 10.42 to
    AMCONs Annual Report on Form 10-K filed on November 9,
    2007)10
.31

Mutual Release and Settlement Agreement between AMCON
    Distributing Company, Trinity Springs, Inc., and Crystal
    Paradise Holdings, Inc. dated September 30, 2007 (incorporated
    by reference to Exhibit 10.43 to AMCONs Annual Report on
    Form 10-K filed on November 9, 2007)10
.32

Executive Restricted Stock Award Agreement under the 2007
    Omnibus Incentive Plan (incorporated by reference to Exhibit
    10.45 to AMCONs Annual Report on Form 10-K filed on
    November 7, 2008)*10
.33

Director Restricted Stock Award Agreement under the 2007 Omnibus
    Incentive Plan (incorporated by reference to Exhibit 10.46 to
    AMCONs Annual Report on Form 10-K filed on November 7,
    2008)*11
.1

Statement re: computation of per share earnings (incorporated by
    reference to Note 4 to the Consolidated Financial Statements
    included as a part of this report on Form 10-K under Item 8)21
.1

Subsidiaries of the Company23
.1

Consent of Independent Registered Public Accounting Firm
    (McGladrey & Pullen LLP)31
.1

Certification by Christopher H. Atayan, Chief Executive Officer
    and Chairman, furnished pursuant to section 302 of the
    Sarbanes-Oxley Act31
.2

Certification by Andrew C. Plummer, Vice President and Chief
    Financial Officer, furnished pursuant to section 302 of the
    Sarbanes-Oxley Act32
.1

Certification by Christopher H. Atayan, Chief Executive Officer
    and Chairman, furnished pursuant to section 906 of the
    Sarbanes-Oxley Act32
.2

Certification by Andrew C. Plummer, Vice President and Chief
    Financial Officer, furnished pursuant to section 906 of the
    Sarbanes-Oxley Act     *
    
    Represents management contract or compensation plan or
    arrangement. 58




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##### Table of Contents



SIGNATURES
    November 8, 2010

AMCON DISTRIBUTING COMPANY
                   (registrant)By: /s/  Christopher
    H. AtayanChristopher
    H. Atayan,
    Chief Executive Officer and Chairman      November 8, 2010



/s/ Christopher H. AtayanChristopher H. Atayan,
    Chief Executive Officer
    Chairman of the Board and Director
    (Principal Executive Officer)November 8, 2010



/s/ Kathleen M. EvansKathleen M. Evans
    President and DirectorNovember 8, 2010



/s/ Andrew C. PlummerAndrew C. Plummer
    Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)November 8, 2010



/s/ Jeremy W. HobbsJeremy W. Hobbs
    DirectorNovember 8, 2010



/s/ John R. LoyackJohn R. Loyack
    DirectorNovember 8, 2010



/s/ Raymond F. BenteleRaymond F. Bentele
    DirectorNovember 8, 2010



/s/ Stanley MayerStanley Mayer
    DirectorNovember 8, 2010



/s/ Timothy R. PestotnikTimothy R. Pestotnik
    Director  59