##### 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 29, 2008
 Commission File Number 0-398
 LANCE, INC.
 (Exact name of registrant as specified in its charter)
 North Carolina(State or other jurisdiction of 
incorporation or organization)
    
    56-0292920(I.R.S. Employer Identification No.)14120 Ballantyne Corporate Place 
Suite 350
Charlotte, North Carolina(Address of principal executive offices)
    
    28277(Zip Code)
 (Registrants telephone number, including area code)
  þ o
  þ o o o
   o þ




---



##### 



LANCE, INC. AND SUBSIDIARIES
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Statements of Income (Unaudited) Quarters Ended March 29, 2008 and
March 31, 2007
    
    
    3Condensed Consolidated Balance Sheets  March 29, 2008 (Unaudited) and December 29, 2007
    
    
    4Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income/(Loss)
(Unaudited) Quarters Ended March 29, 2008 and March 31, 2007
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited) Quarters Ended March 29, 2008
and March 31, 2007
    
    
    6Notes to the Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    12Item 4. Controls and Procedures
    
    
    12PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    12Item 1A. Risk Factors
    
    
    13Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    13Item 6. Exhibits
    
    
    13SIGNATURE
    
    
    14Exhibit 10.1Exhibit 10.2Exhibit 31.1Exhibit 31.2Exhibit 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 29, 2008 and March 31, 2007
 Quarter EndedMarch 29,
    
    
    March 31,2008
    
    
    2007Net sales and other operating revenue
    
    $
    197,968
    
    
    $
    182,426Cost of sales and operating expenses/(income):Cost of sales
    
    
    123,460
    
    
    
    102,976Selling, general and administrative
    
    
    72,857
    
    
    
    69,616Other income, net
    
    
    (4
    )
    
    
    (90
    )Total costs and expenses
    
    
    196,313
    
    
    
    172,502Income from continuing operations before interest
    
    
    1,655
    
    
    
    9,924Interest expense, net
    
    
    606
    
    
    
    604Income from continuing operations before income taxes
    
    
    1,049
    
    
    
    9,320Income tax expense
    
    
    404
    
    
    
    3,448Net income from continuing operations
    
    
    645
    
    
    
    5,872Income from discontinued operations
    
    
    
    
    
    
    537Income tax expense
    
    
    
    
    
    
    199Net income from discontinued operations
    
    
    
    
    
    
    338Net income
    
    $
    645
    
    
    $
    6,210Basic earnings per share:From continuing operations
    
    $
    0.02
    
    
    $
    0.19From discontinued operations
    
    $
    
    
    
    $
    0.01Basic earnings per share
    
    $
    0.02
    
    
    $
    0.20Weighted average shares outstanding  basic
    
    
    31,103,000
    
    
    
    30,805,000Diluted earnings per share:From continuing operations
    
    $
    0.02
    
    
    $
    0.19From discontinued operations
    
    $
    
    
    
    $
    0.01Diluted earnings per share
    
    $
    0.02
    
    
    $
    0.20Weighted average shares outstanding  diluted
    
    
    31,608,000
    
    
    
    31,131,000
  3




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
As of March 29, 2008 (Unaudited) and December 29, 2007
 March 29,
    
    
    December 29,2008
    
    
    2007ASSETSCurrent assetsCash and cash equivalents
    
    $
    1,156
    
    
    $
    8,647Accounts receivable, net
    
    
    73,843
    
    
    
    64,081Inventories
    
    
    40,319
    
    
    
    38,659Deferred income taxes
    
    
    9,831
    
    
    
    9,335Prepaid expenses and other current assets
    
    
    14,070
    
    
    
    12,367Total current assets
    
    
    139,219
    
    
    
    133,089Other assetsFixed assets, net
    
    
    205,371
    
    
    
    205,075Goodwill and other intangible assets, net
    
    
    87,318
    
    
    
    69,127Other noncurrent assets
    
    
    5,742
    
    
    
    5,712Total assets
    
    $
    437,650
    
    
    $
    413,003LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    32,518
    
    
    $
    21,169Other payables and accrued liabilities
    
    
    48,178
    
    
    
    53,468Current maturities of long-term debt
    
    
    42
    
    
    
    Total current liabilities
    
    
    80,738
    
    
    
    74,637Other liabilitiesLong-term debt
    
    
    74,703
    
    
    
    50,000Deferred income taxes
    
    
    26,352
    
    
    
    26,874Other noncurrent liabilities
    
    
    15,388
    
    
    
    14,395Total liabilities
    
    
    197,181
    
    
    
    165,906Commitments and contingenciesStockholders equityCommon stock, 31,365,666 and 31,214,743 shares outstanding, respectively
    
    
    26,137
    
    
    
    26,011Preferred stock, no shares outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    43,286
    
    
    
    41,430Retained earnings
    
    
    158,982
    
    
    
    163,356Accumulated other comprehensive income
    
    
    12,064
    
    
    
    16,300Total stockholders equity
    
    
    240,469
    
    
    
    247,097Total liabilities and stockholders equity
    
    $
    437,650
    
    
    $
    413,003
  4




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Stockholders Equity and Comprehensive Income/(Loss) (Unaudited)
For the Quarters Ended March 29, 2008 and March 31, 2007
 Additional
    
    
    
    
    
    
    Accumulated OtherCommon
    
    
    Paid-in
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Stock
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    TotalBalance, December 30, 2006
    
    
    30,855,891
    
    
    $
    25,714
    
    
    $
    32,129
    
    
    $
    159,329
    
    
    $
    5,228
    
    
    $
    222,400Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,210
    
    
    
    
    
    
    
    6,210Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    640
    
    
    
    640Net unrealized losses on derivatives, net of $24 tax
effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    (34
    )Actuarial gains recognized in net income, net of $17
tax effect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58
    )
    
    
    (58
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,758Cash dividends paid to stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,935
    )
    
    
    
    
    
    
    (4,935
    )Stock options exercised, including $110 excess tax
benefit
    
    
    50,394
    
    
    
    42
    
    
    
    787
    
    
    
    
    
    
    
    
    
    
    
    829Cumulative adjustment from adoption of FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61
    
    
    
    
    
    
    
    61Equity-based incentive expense previously recognized
under a liability plan
    
    
    54,900
    
    
    
    46
    
    
    
    1,220
    
    
    
    
    
    
    
    
    
    
    
    1,266Amortization of nonqualified stock options
    
    
    
    
    
    
    
    
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    104Issuances and amortization of restricted stock and
units, net of forfeitures
    
    
    19,100
    
    
    
    15
    
    
    
    758
    
    
    
    
    
    
    
    
    
    
    
    773Balance, March 31, 2007
    
    
    30,980,285
    
    
    $
    25,817
    
    
    $
    34,998
    
    
    $
    160,665
    
    
    $
    5,776
    
    
    $
    227,256Balance, 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
    
    
    $
    240,469
  5




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)For the
Quarters Ended March 29, 2008 and March 31, 2007
 Quarters EndedMarch 29,
    
    
    March 31,2008
    
    
    2007Operating activitiesNet income
    
    $
    645
    
    
    $
    6,210Adjustments to reconcile net income to cash from operating activities:Depreciation and amortization
    
    
    7,925
    
    
    
    6,981Stock-based compensation expense
    
    
    1,003
    
    
    
    876Loss/(gain) on sale of fixed assets
    
    
    102
    
    
    
    (140
    )Changes in operating assets and liabilities, excluding business acquisition
    
    
    (3,738
    )
    
    
    (5,916
    )Net cash from operating activities
    
    
    5,937
    
    
    
    8,011Investing activitiesPurchases of fixed assets
    
    
    (7,057
    )
    
    
    (7,073
    )Proceeds from sale of fixed assets
    
    
    230
    
    
    
    802Business acquisition, net of cash acquired
    
    
    (24,123
    )
    
    
    Net cash used in investing activities
    
    
    (30,950
    )
    
    
    (6,271
    )Financing activitiesDividends paid
    
    
    (5,019
    )
    
    
    (4,935
    )Issuance of common stock
    
    
    70
    
    
    
    829Proceeds from long-term debt
    
    
    24,000
    
    
    
    Repayments of debt from business acquisition
    
    
    (1,495
    )
    
    
    Net cash from/(used in) financing activities
    
    
    17,556
    
    
    
    (4,106
    )Effect of exchange rate changes on cash
    
    
    (34
    )
    
    
    108Decrease in cash and cash equivalents
    
    
    (7,491
    )
    
    
    (2,258
    )Cash and cash equivalents at beginning of period
    
    
    8,647
    
    
    
    5,504Cash and cash equivalents at end of period
    
    $
    1,156
    
    
    $
    3,246Supplemental information:Cash paid for income taxes
    
    $
    92
    
    
    $
    32Cash paid for interest
    
    $
    655
    
    
    $
    718
  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 29, 2007 filed with
the Securities and Exchange Commission (the SEC) on February 22, 2008. 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 29, 2008 and December 29, 2007 and the condensed consolidated statements
of income for the quarters ended March 29, 2008 and March 31, 2007 and the condensed
consolidated statements of stockholders equity and comprehensive income/(loss) and cash flows
for quarters ended March 29, 2008 and March 31, 2007. 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 29, 2008 are not
necessarily indicative of the results to be expected for the year ending December 27, 2008.3.
    
    Preparing financial statements requires management to make estimates and judgments 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, provisions for bad debts, inventory valuations, useful lives of fixed
assets, hedge transactions, supplemental retirement benefits, intangible asset valuations,
incentive compensation, income taxes, insurance, post-retirement benefits, contingencies and
legal proceedings. Actual results may differ from these estimates under different assumptions
or conditions.4.
    
    On March 14, 2008, we paid $24.1 million in cash to acquire 100% of the outstanding common
stock of Brent & Sams, Inc. Brent & Sams is a producer of branded and private label premium
gourmet cookies with operations in North Little Rock, Arkansas. This acquisition enhances our
portfolio of branded products and extends our product offering into the premium private label
category.The acquisition of Brent & Sams was funded from borrowings under our existing Credit Agreement.
At March 29, 2008 the revolving portion of our Credit Agreement had an annualized interest rate
of approximately 3.1% that fluctuates based on changes in the Eurodollar rate.The purchase price allocation will be finalized upon the completion of the fixed asset and
intangible asset appraisals. The final purchase price allocation may differ from those included
in the condensed consolidated balance sheet.Two weeks of Brent & Sams operations are included in the condensed consolidated statement of
operations for the first quarter of 2008 and are not material to the combined revenues or
operating results. During these two weeks, we repaid approximately $1.5 million of the $2.2
million assumed debt with cash from operations.5.
    
    We own a non-controlling equity interest in Late July, an organic snack food company. We
also manufacture products for Late July. During the first quarter of 2008, non-branded sales
to Late July were approximately $1.0 million. As of March 29, 2008, accounts receivable due
from Late July totaled $0.6 million.6.
    
    The following tables provide a reconciliation of the common shares used for basic earnings
per share and diluted earnings per share:
 Quarters EndedMarch 29,
    
    March 31,(in thousands)
    
    2008
    
    2007Weighted average number of common shares used for basic earnings per share
    
    
    31,103
    
    
    
    30,805Effect of potential dilutive shares
    
    
    505
    
    
    
    326Weighted average number of common shares and potential dilutive shares used for
diluted earnings per share
    
    
    31,608
    
    
    
    31,131Anti-dilutive shares excluded from the above reconciliation
    
    
    706
    
    
    
    108
 7




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 Notes to the Condensed Consolidated Financial Statements (Unaudited)
 7.
    
    During the first quarter of 2008, 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. During the same quarter last year, we granted 114,000 vested
nonqualified stock options, 27,450 restricted shares and 27,450 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 $1.3 million
during the first quarter of 2007.8.
    
    Sales to our largest customer, Wal-Mart Stores, Inc., were 20% of revenue for both quarters
ended March 29, 2008 and March 31, 2007. Accounts receivable at March 29, 2008 and December
29, 2007 included receivables from Wal-Mart Stores, Inc. totaling $18.5 million and $14.7
million, respectively.9.
    
    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 29, 2008
totaling $1.5 million and related interest and penalties of $0.4 million in other noncurrent
liabilities of the condensed consolidated balance sheet. Of this amount, $1.6 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 $0.5 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 29, 2008 was $0.4 million.We have open years for income tax audit purposes in our major taxing jurisdictions according to
statutes as follows:
 Jurisdiction
    
    Open yearsUS federal
    
    2004 and forwardCanada federal
    
    2003 and forwardOntario provincial
    
    2001 and forwardMassachusetts
    
    2001 and forwardNorth Carolina
    
    2004 and forwardIowa
    
    2004 and forward
 10.
    
    At March 29, 2008 and December 29, 2007, we had $2.3 million and $0.5 million, respectively,
of assets held for sale included in other current assets on the condensed consolidated balance
sheets. The assets at March 29, 2008 primarily consist of land and buildings to be sold
related to the consolidation of sugar wafer facilities in Ontario, Canada, and certain
properties in Columbus, Georgia.11.
    
    The principal raw materials used in the manufacture of our products are flour, vegetable oil,
sugar, potatoes, peanuts, other nuts, cheese and seasonings. The principal supplies used are
flexible film, cartons, trays, boxes, and bags. These raw materials and supplies are
generally available in adequate quantities in the open market either from sources in the
United States or from other countries. These raw materials may be contracted up to a year in
advance.We utilize the dollar value last-in, first-out (LIFO) method of determining the cost of
approximately 36% of our inventories. Because inventory valuations under the LIFO method are
based on annual determinations, the interim LIFO valuations require management to estimate
year-end costs and levels of inventories. The variation between estimated year-end costs and
levels of LIFO inventories compared to the actual year-end amounts may materially affect the
results of operations for the full year. Inventories consist of:
 March 29,
    
    
    December 29,(in thousands)
    
    2008
    
    
    2007Finished goods
    
    $
    21,075
    
    
    $
    21,910Raw materials
    
    
    9,409
    
    
    
    7,701Supplies, etc.
    
    
    15,435
    
    
    
    14,297Total inventories at FIFO cost
    
    
    45,919
    
    
    
    43,908Less adjustments to reduce FIFO cost to LIFO cost
    
    
    (5,600
    )
    
    
    (5,249
    )Total inventories
    
    $
    40,319
    
    
    $
    38,659
 8




---



##### 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 29, 2008 Compared to Quarter Ended March 31, 2007
 Favorable/Quarter Ended
    
    (Unfavorable)(dollars in thousands)
    
    March 29, 2008
    
    March 31, 2007
    
    VarianceRevenue
    
    $
    197,968
    
    
    
    100.0
    %
    
    $
    182,426
    
    
    
    100.0
    %
    
    $
    15,542
    
    
    
    8.5
    %Cost of sales
    
    
    123,460
    
    
    
    62.4
    %
    
    
    102,976
    
    
    
    56.4
    %
    
    
    (20,484
    )
    
    
    (19.9
    %)Gross margin
    
    
    74,508
    
    
    
    37.6
    %
    
    
    79,450
    
    
    
    43.6
    %
    
    
    (4,942
    )
    
    
    (6.2
    %)Selling, general and administrative
    
    
    72,857
    
    
    
    36.8
    %
    
    
    69,616
    
    
    
    38.2
    %
    
    
    (3,241
    )
    
    
    (4.7
    %)Other income, net
    
    
    (4
    )
    
    
    
    
    
    
    (90
    )
    
    
    
    
    
    
    (86
    )
    
    
    (95.6
    %)Earnings before interest and taxes
    
    
    1,655
    
    
    
    0.8
    %
    
    
    9,924
    
    
    
    5.4
    %
    
    
    (8,269
    )
    
    
    (83.3
    %)Interest expense, net
    
    
    606
    
    
    
    0.3
    %
    
    
    604
    
    
    
    0.3
    %
    
    
    (2
    )
    
    
    (0.3
    %)Income tax expense
    
    
    404
    
    
    
    0.2
    %
    
    
    3,448
    
    
    
    1.9
    %
    
    
    3,044
    
    
    
    88.3
    %Income from continuing operations
    
    $
    645
    
    
    
    0.3
    %
    
    $
    5,872
    
    
    
    3.2
    %
    
    $
    (5,227
    )
    
    
    (89.0
    )%
  9




---



##### 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
  10




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Investing Cash Flows
   Financing Cash Flows
  Debt
  Contractual Obligations
  Market Risks
    11




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
   12




---



##### Table of Contents



LANCE, INC. AND SUBSIDIARIES
 
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 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
    
    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. 2008 Annual Performance Incentive Plan for Officers, filed herewith.10.2*
    
    Lance, Inc. 2008 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.Items 3, 4 and 5 are not applicable and have been omitted. 13




---



##### 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  14