##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the quarter ended March 28, 2009
 Commission File Number 0-398
 
 LANCE, INC.
 (Exact name of registrant as specified in its charter)
 North Carolina
    
    56-0292920(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)14120 Ballantyne Corporate PlaceSuite 350Charlotte, North Carolina
    
    28277(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
  o þ




---



##### 



LANCE, INC. AND SUBSIDIARIES
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Statements of Income (Unaudited)  Quarters Ended March 28, 2009 and
March 29, 2008
    
    
    3Condensed Consolidated Balance Sheets  March 28, 2009 (Unaudited) and December 27, 2008
    
    
    4Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income/(Loss)
(Unaudited)  Quarters Ended March 28, 2009 and March 29, 2008
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited)  Quarters Ended March 28, 2009
and March 29, 2008
    
    
    6Notes to the Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    14Item 4. Controls and Procedures
    
    
    14PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    14Item 1A. Risk Factors
    
    
    14Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    14Item 6. Exhibits
    
    
    15SIGNATURE
    
    
    16EX-10.1EX-10.2EX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 LANCE, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Income (Unaudited)
 For the Quarters Ended March 28, 2009 and March 29, 2008
  Quarter EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Net revenue
    
    $
    215,809
    
    
    $
    197,968Cost of sales
    
    
    131,413
    
    
    
    123,460Gross margin
    
    
    84,396
    
    
    
    74,508Selling, general and administrative
    
    
    73,505
    
    
    
    72,857Other expense/(income), net
    
    
    61
    
    
    
    (4
    )Earnings before interest and income taxes
    
    
    10,830
    
    
    
    1,655Interest expense, net
    
    
    812
    
    
    
    606Income before income taxes
    
    
    10,018
    
    
    
    1,049Income tax expense
    
    
    3,566
    
    
    
    404Net income
    
    $
    6,452
    
    
    $
    645Basic earnings per share
    
    $
    0.21
    
    
    $
    0.02Weighted average shares outstanding  basic
    
    
    31,403,000
    
    
    
    31,103,000Diluted earnings per share
    
    $
    0.20
    
    
    $
    0.02Weighted average shares outstanding  diluted
    
    
    32,064,000
    
    
    
    31,608,000
  3




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
 As of March 28, 2009 (Unaudited) and December 27, 2008
  March 28,
    
    
    December 27,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,449
    
    
    $
    807Accounts receivable, net
    
    
    80,852
    
    
    
    74,406Inventories
    
    
    48,669
    
    
    
    43,112Deferred income taxes
    
    
    8,833
    
    
    
    9,778Prepaid expenses and other current assets
    
    
    16,962
    
    
    
    12,933Total current assets
    
    
    157,765
    
    
    
    141,036Other assets:Fixed assets, net
    
    
    212,413
    
    
    
    216,085Goodwill and other intangible assets, net
    
    
    103,351
    
    
    
    104,076Other noncurrent assets
    
    
    5,127
    
    
    
    4,949Total assets
    
    $
    478,656
    
    
    $
    466,146LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    26,234
    
    
    $
    25,939Other payables and accrued liabilities
    
    
    51,145
    
    
    
    58,630Short-term debt
    
    
    
    
    
    
    7,000Total current liabilities
    
    
    77,379
    
    
    
    91,569Other liabilities:Long-term debt
    
    
    112,000
    
    
    
    91,000Deferred income taxes
    
    
    31,873
    
    
    
    31,241Other noncurrent liabilities
    
    
    16,770
    
    
    
    16,829Total liabilities
    
    
    238,022
    
    
    
    230,639Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Common stock, 31,922,349 and 31,522,953 shares outstanding, respectively
    
    
    26,601
    
    
    
    26,268Preferred stock, no shares outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    53,125
    
    
    
    49,138Retained earnings
    
    
    162,341
    
    
    
    160,938Accumulated other comprehensive loss
    
    
    (1,433
    )
    
    
    (837
    )Total stockholders equity
    
    
    240,634
    
    
    
    235,507Total liabilities and stockholders equity
    
    $
    478,656
    
    
    $
    466,146
  4




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Condensed
Consolidated Statements of Stockholders Equity and Comprehensive Income/(Loss) (Unaudited)
 For the Quarters Ended March 28, 2009 and March 29, 2008
  Additional
    
    
    
    
    
    

    Accumulated OtherCommon
    
    
    Paid-in
    
    
    Retained
    
    

    ComprehensiveShares
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    

    Income/(Loss)
    
    

    TotalBalance, December 29, 2007
    
    
    31,214,743
    
    
    $
    26,011
    
    
    $
    41,430
    
    
    $
    163,356
    
    

    $

    16,300
    
    

    $
    247,097Comprehensive income/(loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    645
    
    

    
    
    
    

    
    645Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    (3,041
    )
    

    
    (3,041
    )Net unrealized losses on derivatives, net of $669
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    (1,168
    )
    

    
    (1,168
    )Actuarial gains recognized in net income, net of $16
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    (27
    )
    

    
    (27
    )Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    
    
    

    
    (3,591
    )Cash dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,019
    )
    

    
    
    
    

    
    (5,019
    )Stock options exercised, including $16 excess tax benefit
    
    
    5,016
    
    
    
    4
    
    
    
    66
    
    
    
    
    
    

    
    
    
    

    
    70Equity-based incentive expense previously recognized
under a liability plan
    
    
    39,250
    
    
    
    33
    
    
    
    876
    
    
    
    
    
    

    
    
    
    

    
    909Amortization of nonqualified stock options
    
    
    
    
    
    
    
    
    
    
    247
    
    
    
    
    
    

    
    
    
    

    
    247Issuances and amortization of restricted stock and units,
net of forfeitures
    
    
    106,657
    
    
    
    89
    
    
    
    667
    
    
    
    
    
    

    
    
    
    

    
    756Balance, March 29, 2008
    
    
    31,365,666
    
    
    $
    26,137
    
    
    $
    43,286
    
    
    $
    158,982
    
    

    $

    12,064
    
    

    $
    240,469Balance, December 27, 2008
    
    
    31,522,953
    
    
    $
    26,268
    
    
    $
    49,138
    
    
    $
    160,938
    
    

    $

    (837
    )
    

    $
    235,507Comprehensive income/(loss):Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,452
    
    

    
    
    
    

    
    6,452Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    (889
    )
    

    
    (889
    )Net unrealized gains on derivatives, net of $159
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    329
    
    

    
    329Actuarial loss recognized in net income, net of $21
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    (36
    )
    

    
    (36
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    
    
    
    

    
    5,856Cash dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,049
    )
    

    
    
    
    

    
    (5,049
    )Stock options exercised, including $280 excess tax
benefit
    
    
    92,354
    
    
    
    77
    
    
    
    1,530
    
    
    
    
    
    

    
    
    
    

    
    1,607Equity-based incentive expense previously recognized
under a liability plan
    
    
    73,356
    
    
    
    61
    
    
    
    1,532
    
    
    
    
    
    

    
    
    
    

    
    1,593Amortization of nonqualified stock options
    
    
    
    
    
    
    
    
    
    
    267
    
    
    
    
    
    

    
    
    
    

    
    267Issuances and amortization of restricted stock and units,
net of forfeitures
    
    
    240,427
    
    
    
    201
    
    
    
    779
    
    
    
    
    
    

    
    
    
    

    
    980Repurchase of common stock
    
    
    (6,741
    )
    
    
    (6
    )
    
    
    (121
    )
    
    
    
    
    

    
    
    
    

    
    (127
    )Balance, March 28, 2009
    
    
    31,922,349
    
    
    $
    26,601
    
    
    $
    53,125
    
    
    $
    162,341
    
    

    $

    (1,433
    )
    

    $
    240,634
  5




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 For the Quarters Ended March 28, 2009 and March 29, 2008
  Quarters EndedMarch 28,
    
    
    March 29,2009
    
    
    2008Operating activitiesNet income
    
    $
    6,452
    
    
    $
    645Adjustments to reconcile net income to cash from operating activities:Depreciation and amortization
    
    
    8,501
    
    
    
    7,925Stock-based compensation expense
    
    
    1,247
    
    
    
    1,003Loss on sale of fixed assets
    
    
    54
    
    
    
    102Changes in operating assets and liabilities, excluding business acquisition
    
    
    (20,130
    )
    
    
    (3,738
    )Net cash (used in)/from operating activities
    
    
    (3,876
    )
    
    
    5,937Investing activitiesPurchases of fixed assets
    
    
    (5,238
    )
    
    
    (7,057
    )Proceeds from sale of fixed assets
    
    
    206
    
    
    
    230Business acquisition, net of cash acquired
    
    
    
    
    
    
    (24,123
    )Net cash used in investing activities
    
    
    (5,032
    )
    
    
    (30,950
    )Financing activitiesDividends paid
    
    
    (5,049
    )
    
    
    (5,019
    )Issuance of common stock
    
    
    1,607
    
    
    
    70Proceeds from existing credit facilities
    
    
    14,000
    
    
    
    24,000Repayments of debt from business acquisition
    
    
    
    
    
    
    (1,495
    )Net cash from financing activities
    
    
    10,558
    
    
    
    17,556Effect of exchange rate changes on cash
    
    
    (8
    )
    
    
    (34
    )Increase/(decrease) in cash and cash equivalents
    
    
    1,642
    
    
    
    (7,491
    )Cash and cash equivalents at beginning of period
    
    
    807
    
    
    
    8,647Cash and cash equivalents at end of period
    
    $
    2,449
    
    
    $
    1,156Supplemental information:Cash paid for income taxes, net of refunds of $115 and $0, respectively
    
    $
    608
    
    
    $
    92Cash paid for interest
    
    $
    856
    
    
    $
    655
  6




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Notes to the Condensed Consolidated Financial Statements (Unaudited)
 1.
    
    The accompanying unaudited condensed consolidated financial statements of Lance, Inc. have
been prepared in accordance with generally accepted accounting principles in the United States
of America for interim financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements. These condensed
financial statements should be read in conjunction with the audited financial statements and
notes included in our Form 10-K for the year ended December 27, 2008, filed with the Securities
and Exchange Commission (the SEC) on February 24, 2009. In our opinion, these condensed
consolidated financial statements reflect all adjustments (consisting of only normal, recurring
accruals) necessary to present fairly our condensed consolidated financial position as of March
28, 2009, and December 27, 2008, and the condensed consolidated statements of income for the
quarters ended March 28, 2009, and March 29, 2008, and the condensed consolidated statements of
stockholders equity and comprehensive income/(loss) and cash flows for the quarters ended March
28, 2009, and March 29, 2008. Prior year amounts shown in the accompanying condensed
consolidated financial statements have been reclassified for consistent presentation.2.
    
    The consolidated results of operations for the quarter ended March 28, 2009, are not
necessarily indicative of the results to be expected for the year ending December 26, 2009.3.
    
    Preparing financial statements requires management to make estimates and assumptions about
future events that affect the reported amounts of assets, liabilities, revenues and expenses
and the related disclosure of contingent assets and liabilities. Examples include customer
returns and promotions, allowances for doubtful accounts, self-insurance reserves, impairment
analysis of goodwill and other intangible assets, useful lives and impairment of fixed assets,
incentive compensation, and income taxes. Actual results may differ from our estimates.4.
    
    We own a non-controlling equity interest in Late July Snacks LLC, an organic snack food
company. We also manufacture products for Late July. During the first quarters of 2009 and
2008, non-branded sales to Late July were approximately $1.1 million and $1.0 million,
respectively. As of March 28, 2009, and December 27, 2008, accounts receivable due from Late
July totaled $0.6 million and $0.4 million, respectively.5.
    
    The following tables provide a reconciliation of the common shares used for basic earnings
per share and diluted earnings per share:
 Quarters EndedMarch 28,
    
    March 29,(in thousands)
    
    2009
    
    2008Weighted average number of common shares used for basic earnings per share
    
    
    31,403
    
    
    
    31,103Effect of potential dilutive shares
    
    
    661
    
    
    
    505Weighted average number of common shares and potential dilutive shares
used for
diluted earnings per share
    
    
    32,064
    
    
    
    31,608Anti-dilutive shares excluded from the above reconciliation
    
    
    271
    
    
    
    706
 6.
    
    During the first quarter of 2009, we granted 73,356 restricted shares related to a long-term
incentive plan for key employees that were previously accounted for as a liability. This
resulted in an increase in equity and a decrease in accrued liabilities of $1.6 million during
the first quarter of 2009. During the same quarter last year, we granted approximately
175,000 vested nonqualified stock options, 19,500 restricted shares and 19,750 shares of
common stock related to a long-term incentive plan for key employees that were previously
accounted for as a liability. This resulted in an increase in equity and a decrease in
accrued liabilities of $0.9 million during the first quarter of 2008.7.
    
    Sales to our largest customer, Wal-Mart Stores, Inc., were approximately 20% of revenue for
the quarters ended March 28, 2009, and March 29, 2008. Accounts receivable at March 28, 2009,
and December 27, 2008, included receivables from Wal-Mart Stores, Inc. totaling $20.8 million
and $18.0 million, respectively.
 7




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 Notes to the Condensed Consolidated Financial Statements (Unaudited)
 8.
    
    In accordance with FIN 48, Accounting for Uncertainty in Income Taxes  an Interpretation of
FASB Statement 109, we have recorded gross unrecognized tax benefits as of March 28, 2009
totaling $1.0 million and related interest and penalties of $0.3 million in other noncurrent
liabilities on the condensed consolidated balance sheet. Of this amount, $1.1 million would
affect the effective tax rate if subsequently recognized. Various taxing authorities statutes
of limitations related to the computation of our unrecognized tax benefits will expire within
twelve months of our prior year-end resulting in a potential $0.6 million reduction of the
unrecognized tax benefit amount. We classify interest and penalties associated with income tax
positions within income tax expense. The interest and penalty component of the unrecognized tax
benefits as of March 28, 2009 was $0.3 million.We have open years for income tax audit purposes in our major taxing jurisdictions according to
statutes as follows:
 Jurisdiction
    
    Open yearsUS federal
    
    2005, 2007 and forwardCanada federal
    
    2004 and forwardOntario provincial
    
    2003 and forwardMassachusetts
    
    2001 and forwardNorth Carolina
    
    2005 and forwardIowa
    
    2005 and forward
 9.
    
    Inventories consist of:
 March 28,
    
    
    December 27,(in thousands)
    
    2009
    
    
    2008Finished goods
    
    $
    25,595
    
    
    $
    23,227Raw materials
    
    
    14,157
    
    
    
    11,556Supplies, etc.
    
    
    15,978
    
    
    
    15,293Total inventories at FIFO cost
    
    
    55,730
    
    
    
    50,076Less adjustments to reduce FIFO cost to LIFO cost
    
    
    (7,061
    )
    
    
    (6,964
    )Total inventories
    
    $
    48,669
    
    
    $
    43,112
 10.
    
    In March 2008, the FASB issued SFAS No. 161 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133, which enhances the disclosure
requirements for derivative instruments and hedging activities. The information required by
SFAS No. 161 is disclosed below.We are exposed to certain risks relating to our ongoing business operations. The primary risks
managed by using derivative instruments are interest rate risk and foreign exchange rate risk.Interest Rate SwapsOur variable-rate debt obligations incur interest at floating rates based on changes in the
Eurodollar rate, Canadian Bankers Acceptance discount rate, Canadian prime rate and U.S. base
rate interest. Interest rate swaps are entered into to manage interest rate risk associated
with our variable-rate debt and maintain a desirable proportion of fixed to variable-rate debt.
In February 2009, we entered into an interest rate swap agreement on an additional $15 million
of debt. Therefore, the notional amount of interest rate swaps increased from $50 million at
December 27, 2008, to $65 million at March 28, 2009.Foreign Currency ForwardsWe are exposed to foreign exchange rate fluctuations through the operations of our Canadian
subsidiary. A majority of the revenue of our Canadian operations is denominated in U.S. dollars
and a substantial portion of the operations costs, such as raw materials and direct labor, are
denominated in Canadian dollars. We have entered into a series of forward contracts to mitigate
a portion of this foreign exchange rate exposure. The notional amount for foreign currency
forwards decreased from $18.8 million at December 27, 2008, to $18.1 million at March 28, 2009,
as contracts expired during the first quarter of 2009. These contracts have maturities through
June 2010.All of our derivative instruments are accounted for as cash flow hedges.
 8




---



##### Table of Contents



LANCE,
INC. AND SUBSIDIARIES
 Notes
to the Condensed Consolidated Financial Statements (Unaudited)
 The pre-tax income/(expense) effect of derivative instruments on the condensed consolidated
statements of income is as follows:
 Quarters EndedMarch 28,
    
    
    March 29,(in thousands)
    
    2009
    
    
    2008Interest rate swaps (included in Interest expense, net)
    
    $
    (544
    )
    
    $
    (104
    )Foreign currency forwards (included in Net revenue)
    
    
    (783
    )
    
    
    50Foreign currency forwards (included in Other expense)
    
    
    (23
    )
    
    
    3Total net pre-tax expense from derivative instruments
    
    $
    (1,350
    )
    
    $
    (51
    )
 The effect of derivative instruments on the condensed consolidated balance sheets is as follows:
 Fair Value of Liability atMarch 28,
    
    
    December 27,(in thousands)
    
    2009
    
    
    2008Interest rate swaps (included in Other noncurrent liabilities)
    
    $
    (4,310
    )
    
    $
    (4,272
    )Foreign currency forwards (included in Other payables and accrued liabilities)
    
    
    (1,532
    )
    
    
    (2,094
    )Total fair value of derivative instruments
    
    $
    (5,842
    )
    
    $
    (6,366
    )
 The change in unrealized pre-tax gains/(losses) included in other comprehensive income due to
fluctuations in interest rates and foreign exchange rates were as follows:
 Quarters EndedMarch 28,
    
    
    March 29,(in thousands)
    
    2009
    
    
    2008Interest rate swaps
    
    $
    (38
    )
    
    $
    (1,246
    )Foreign currency forwards
    
    
    526
    
    
    
    (591
    )Total change in unrealized pre-tax gains/(losses) from derivative instruments
    
    $
    488
    
    
    $
    (1,837
    )
 The counterparty risk associated with our derivative instruments is considered minimal because
the fair values of these instruments are in a liability position at March 28, 2009.
 9




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements and Risk Factors
   Results of Operations
  Quarter Ended March 28, 2009 Compared to Quarter Ended March 29, 2008
 Favorable/Quarter Ended
    
    
    (Unfavorable)(dollars in thousands)
    
    March 28, 2009
    
    
    March 29, 2008
    
    
    VarianceNet revenue
    
    $
    215,809
    
    
    
    100.0
    %
    
    $
    197,968
    
    
    
    100.0
    %
    
    $
    17,841
    
    
    
    9.0
    %Cost of sales
    
    
    131,413
    
    
    
    60.9
    %
    
    
    123,460
    
    
    
    62.4
    %
    
    
    (7,953
    )
    
    
    (6.4
    %)Gross margin
    
    
    84,396
    
    
    
    39.1
    %
    
    
    74,508
    
    
    
    37.6
    %
    
    
    9,888
    
    
    
    13.3
    %Selling, general and administrative
    
    
    73,505
    
    
    
    34.1
    %
    
    
    72,857
    
    
    
    36.8
    %
    
    
    (648
    )
    
    
    (0.9
    %)Other expense/(income), net
    
    
    61
    
    
    
    
    
    
    
    (4
    )
    
    
    
    
    
    
    (65
    )
    
    
    (1625.0
    %)Earnings before interest and taxes
    
    
    10,830
    
    
    
    5.0
    %
    
    
    1,655
    
    
    
    0.8
    %
    
    
    9,175
    
    
    
    554.4
    %Interest expense, net
    
    
    812
    
    
    
    0.4
    %
    
    
    606
    
    
    
    0.3
    %
    
    
    (206
    )
    
    
    (34.0
    %)Income tax expense
    
    
    3,566
    
    
    
    1.7
    %
    
    
    404
    
    
    
    0.2
    %
    
    
    (3,162
    )
    
    
    (782.7
    %)Net income
    
    $
    6,452
    
    
    
    3.0
    %
    
    $
    645
    
    
    
    0.3
    %
    
    $
    5,807
    
    
    
    900.3
    %
 10




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    ® ®
    11




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Liquidity and Capital Resources
 Liquidity
   Operating Cash Flows
  Investing Cash Flows
   Financing Cash Flows
   Debt
  12




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Contractual Obligations
  Market Risks
         13




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   Total Number of Shares
    
    Maximum Number of SharesTotal Number
    
    Average Price
    
    Repurchased as Part of Publically
    
    That May Yet to be Purchasedof Shares
    
    Paid Per Share
    
    Announced Plans or Programs
    
    Under the Plans or ProgramsDecember 28, 2008  January 24, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000January 25, 2009  February 21, 2009
    
    
    6,741
    
    
    $
    18.83
    
    
    
    
    
    
    
    93,259February 22, 2009  March 28, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93,259
 14




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Item 6. Exhibits
 
 Exhibit Index
 No.
    
    Description3.1
    
    Restated Articles of Incorporation of Lance, Inc. as amended through April 17, 1998, incorporated
herein by reference to Exhibit 3 to the Registrants Quarterly Report on Form 10-Q for the twelve
weeks ended June 13, 1998 (File No. 0-398).3.2
    
    Articles of Amendment of Lance, Inc. dated July, 14 1998 designating rights, preferences and
privileges of the Registrants Series A Junior Participating Preferred Stock, incorporated herein by
reference to Exhibit 3.2 to the Registrants Annual Report on Form 10-K for the fiscal year ended
December 26, 1998 (File No. 0-398).3.3
    
    Articles of Amendment of Lance, Inc., as filed on October 30, 2008, eliminating the Registrants
Series A Junior Participating Preferred Stock, incorporated herein by reference to Exhibit 3.1 to the
Registrants Current Report on Form 8-K filed on October 31, 2008 (File No. 0-398).3.4
    
    Bylaws of Lance, Inc., as amended through November 1, 2007, incorporated herein by reference to
Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on November 7, 2007 (File No.
0-398).10.1*
    
    Lance, Inc. 2009 Annual Performance Incentive Plan for Officers, filed herewith.10.2*
    
    Lance, Inc. 2009 Three-Year Performance Incentive Plan for Officers and Key Managers, filed herewith.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), filed herewith.32
    
    Certification pursuant to Rule 13a-14(b), as required by 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
 
 *
    
    Management contract.  15




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Signature
  LANCE, INC.By:
    /s/ Rick D. PuckettRick D. PuckettExecutive Vice President, Chief
Financial Officer,

Treasurer and Secretary  16