8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 12, 2007

LANCE, INC.

(Exact name of registrant as specified in charter)

North Carolina	0-398	56-0292920
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	file number)	Identification Number)

8600 South Boulevard, P.O. Box 32368, Charlotte, NC	28232
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 704-554-1421

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On February 12, 2007, Lance, Inc. (the “Company”) issued a press release with respect to its financial results for the fourth quarter and fiscal year ended December 30, 2006. A copy of the press release is being furnished as Exhibit 99.1 hereto. The press release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially.

Non-GAAP Financial Measures

The press release attached as Exhibit 99.1 hereto also presents measures not derived in accordance with generally accepted accounting principles (“GAAP”). Such measures should not be considered substitutes for any measures derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. Reconciliation of these non-GAAP measures to the most nearly comparable GAAP measures, if applicable, is presented in the attached pages.

The Company believes that these non-GAAP financial measures provide useful information to investors as the measures emphasize core on-going operations and are helpful in comparing past and present operating results. The Company uses these measures to evaluate past performance and prospects for future performance. The presentation of non-GAAP financial measures by the Company should not be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with GAAP.

The information furnished under this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
99.1	Press Release, dated February 12, 2007 with respect to the Company’s financial results for the fourth quarter and fiscal year ended December 30, 2006.

The press release furnished as Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LANCE, INC. (Registrant)
Date: February 12, 2007	By:	/s/ Rick D. Puckett
		Rick D. Puckett
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

SECURITIES AND EXCHANGE COMMISSION
Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported: February 12, 2007           Commission File No: 0-398

Lance, Inc.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release, dated February 12, 2007, with respect to the Company’s financial results for the forth quarter and fiscal year ended December 30, 2006.

EX-99.1

Exhibit 99.1

CONTACTS:

Russell G. Allen, Director – Planning & IR (704) 557-8219

Joseph Calabrese, Financial Relations Board (212) 827-3772

IMMEDIATE RELEASE
February 12, 2007

LANCE, INC. REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2006

• Reports annual net revenue of $748.0 million, an increase of 10% from 2005 net revenue of $679.3 million, and earnings per diluted share were $0.60, including special items, and $0.66 per diluted share excluding special items.

• Announces plans to exit Company owned and operated vending business

• Provides estimates for the full year 2007

• Declares regular quarterly cash dividend of $0.16 per share

Charlotte, NC, — February 12, 2007 — Lance, Inc. (Nasdaq-GS: LNCE) today reported 2006 full year net sales of $748.0 million, including discontinued operations, an increase of 10% over its prior year net sales of $679.3 million, including discontinued operations. Excluding the impact of an extra selling week in 2005, the sales increase in 2006 was approximately 11% over the prior year, with branded product sales increasing 14% and non-branded product sales up 7%. Net revenue from continuing operations was $730.1 million for 2006 compared to $651.4 million for 2005, an increase of 12.1%, or 13.5% excluding the extra selling week in 2005. The growth in branded product sales was driven largely by incremental Tom’s business and continued strength in sales of Lance^® crackers and Cape Cod^® potato chips. The growth in non-branded product sales was driven by additional contract manufacturing business, the Tom’s acquisition and modest growth in private label product sales.

Net Income for full year 2006 was $18.5 million, or $0.60 per diluted share, compared to the prior year net income of $18.5 million, or $0.61 per diluted share. Net income for 2006 excluding special items was $20.3 million, or $0.66 per diluted share, compared with the prior year’s net income of $22.4 million, or $0.74 per diluted share, excluding special items. Special items recorded in 2006 included employee retention payments and other charges related to the Tom’s integration. Special items recorded in 2005 included employee retention payments and asset impairment charges related to the Tom’s integration and CEO severance costs.

David V. Singer, President and Chief Executive Officer, commented “I am extremely pleased with the ground work that was accomplished during 2006 towards positioning our Company for improved operating results in the future. Lance implemented a significant number of initiatives during 2006 focused on improving our operational efficiency and developing a solid foundation for profitable growth. During the year we strengthened our management team, integrated the Tom’s acquisition into our manufacturing, distribution and administrative infrastructure, identified and began

implementing enhancements to our supply chain and began the design and implementation of a new enterprise-resource-planning (ERP) solution. We also achieved record sales for the Company in 2006, reflecting the incremental impact of the Tom’s acquisition along with continued growth in our core Lance^® and Cape Cod^® branded products. While the impact of our efforts to date is not fully demonstrated in our current financial results, we continue to make progress on operational initiatives that we are confident will support significant improvements in our growth and profitability over the next several years.”

Fourth Quarter Results

Net sales were $175.8 million for the 2006 fourth quarter including discontinued operations, a decline of 9% over the prior year’s fourth quarter net sales of $193.8 including discontinued operations. Excluding the impact of the extra selling week in the 2005 fourth quarter, the total sales decline was approximately 5%. Net income for the fourth quarter of 2006 was $5.6 million or $0.18 per diluted share, compared to net income in the prior year’s fourth quarter of $1.5 million, or $0.05 per diluted share. Fourth quarter 2005 net income, excluding special items related to the Tom’s acquisition was $3.8 million or $0.13 per diluted share.

Discontinuation of Company-Owned and Operated Vending Business

The Company also announced its decision to exit the Company-owned and operated vending business, and is now reporting the net impact of this business as a discontinued operation. The decision to exit the business is consistent with strategic plans to improve overall operational efficiency and profitability, allowing the Company to reallocate resources to channels of business with stronger growth and profit potential. In 2006, the Company-owned and operated vending business represented approximately 2% of the Company’s total sales and reduced earnings by $0.01 per share. The Company expects that the impact of this discontinued operation will be neutral to slightly dilutive to earnings per share during 2007.

The Company believes that there will not be material impairment charges as we disposition the assets related to this business. A reconciliation of reported results, including and excluding special items and reflecting discontinued operations follows.

	Year Ended					Year Ended
	December 30, 2006					December 31, 2005
			Earnings					Earnings
			Per Diluted					Per Diluted
	Sales		Share			Sales		Share
Reported Results
Results from Continuing Operations	$	730.1	$	0.61		$	651.4	$	0.58
Impact of Discontinued Operations		17.9		(0.01	)		27.9		0.03
Results Including Discontinued Operations	$	748.0	$	0.60		$	679.3	$	0.61
Results Excluding Special Items
Results from Continuing Operations	$	730.1	$	0.67		$	651.4	$	0.71
Impact of Discontinued Operations		17.9		(0.01	)		27.9		0.03
Results Including Discontinued Operations	$	748.0	$	0.66		$	679.3	$	0.74

	Quarter Ended					Quarter Ended
	December 30, 2006					December 31, 2005
			Earnings					Earnings
			Per Diluted					Per Diluted
	Sales		Share			Sales		Share
Reported Results
Results from Continuing Operations	$	172.4	$	0.20		$	186.8	$	0.06
Impact of Discontinued Operations		3.4		(0.02	)		7.0		(0.01	)
Results Including Discontinued Operations	$	175.8	$	0.18		$	193.8	$	0.05
Results Excluding Special Items
Results from Continuing Operations	$	172.4	$	0.20		$	186.8	$	0.14
Impact of Discontinued Operations		3.4		(0.02	)		7.0		(0.01	)
Results Including Discontinued Operations	$	175.8	$	0.18		$	193.8	$	0.13

Company Estimates Provided for 2007

The Company believes that its net sales from continuing operations for the full year 2007 will be approximately $760 to $785 million and that earnings per diluted share from continuing operations will be approximately $0.80 to $0.86. The impact of discontinued operations is expected to be neutral to slightly dilutive to earnings per share. Capital expenditures are expected to be approximately $48 million for the year as the Company continues to invest in its supply chain, direct store delivery (DSD) system and information system initiatives.

Mr. Singer concluded, “We understand that 2007 will be another year of significant transition for Lance as we continue to focus on fundamental improvements to our operations. During the year, the key areas of focus will be driving profitable sales growth through product and channel development, executing strategies to improve supply chain and DSD efficiency, exiting the DSD portion of our vending business in a controlled and efficient manner and continuing the implementation of our ERP initiative. We are excited about our future and believe that we will be able to achieve the expectations that we have provided. We also believe that we are positioning ourselves for expanded margins and more sales growth in the future.”

Dividend Declared

The Company announced the declaration of a regular quarterly cash dividend of $0.16 per share on the Company’s common stock. The dividend is payable on February 28, 2007 to stockholders of record at the close of business on February 20, 2007.

Conference Call

Lance, Inc. has scheduled a conference call with investors at 9:00 a.m. eastern time on Monday, February 12, 2007 to discuss fourth quarter and full year 2006 financial results. To participate in the call, the dial-in numbers are (800) 789-3681 for U.S. callers and (706) 634-1425 for international callers. The access code is “LANCE.” A continuous replay of the call will be available beginning at 12:00 noon on February 12th and running through midnight February 19th. The replay telephone number is (800) 642-1687. The international number is (706) 645-9291. The replay access code is 6834346. A web-based replay of the conference call will also be available in the investor relations section of Lance’s web site, www.lance.com.

About Lance, Inc.

Lance, Inc. manufactures and markets snack foods throughout most of the United States and Canada.

This news release contains statements which may be forward looking within the meaning of applicable securities laws. The statements may include projections regarding future earnings and results which are based upon the Company’s current expectations and assumptions, which are subject to a number of risks and uncertainties. Factors that could cause actual results to differ, including price competition, industry consolidation, raw material costs, food industry factors, effectiveness of sales and marketing activities, interest rate, foreign exchange rate, and credit risks and acquisition integration and divestitures are discussed in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.

This press release presents measures not derived in accordance with generally accepted accounting principles (“GAAP”). Such measures should not be considered substitutes for any measures derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. Reconciliation of these non-GAAP measures to the most nearly comparable GAAP measures, if applicable, is presented in the attached pages.

LANCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per-share amounts)
(unaudited)

	For the Quarter Ended
	December 30, 2006			December 31, 2005
	(13 Weeks)			(14 Weeks)
Net sales and other operating revenue	$	172,402		$	186,840
Cost of sales		98,282			109,359
Gross margin		74,120			77,481
Selling, marketing and delivery		53,844			63,813
General and administrative		10,389			10,681
Other expense/(income), net		(245	)		129
Income from continuing operations before interest and taxes		10,132			2,858
Interest expense, net		758			534
Income from continuing operations before taxes		9,374			2,324
Income taxes		3,130			608
Net income from continuing operations	$	6,244		$	1,716
Loss from discontinued operations before taxes		(991	)		(294	)
Income tax benefit		(352	)		(118	)
Loss from discontinued operations		(639	)		(176	)
Net Income	$	5,605		$	1,540
Basic Earnings per share:
Earnings per share from continuing operations	$	0.20		$	0.06
Loss per share from discontinued operations		(0.02	)		(0.01	)
Earnings per share	$	0.18		$	0.05
Weighted average shares outstanding		30,756,000			29,807,000
Diluted Earnings per share:
Earnings per share from continuing operations	$	0.20		$	0.06
Loss per share from discontinued operations		(0.02	)		(0.01	)
Earnings per share	$	0.18		$	0.05
Weighted average shares outstanding		31,033,000			30,099,000

LANCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per-share amounts)
(unaudited)

	For the Year Ended
	December 30, 2006			December 31, 2005
	(52 Weeks)			(53 Weeks)
Net sales and other operating revenue	$	730,116		$	651,437
Cost of sales		415,576			369,331
Gross margin		314,540			282,106
Selling, marketing and delivery		239,222			215,887
General and administrative		42,914			37,605
Other expense/(income), net		191			(37	)
Income from continuing operations before interest and taxes		32,213			28,651
Interest expense, net		3,156			1,985
Income from continuing operations before taxes		29,057			26,666
Income taxes		10,111			9,080
Net income from continuing operations	$	18,946		$	17,586
Income/(loss) from discontinued operations before taxes		(717	)		1,339
Income tax expense/(benefit)		(249	)		455
Income/(loss) from discontinued operations		(468	)		884
Net Income	$	18,478		$	18,470
Basic Earnings per share:
Earnings per share from continuing operations	$	0.62		$	0.59
Earnings/(loss) per share from discontinued operations		(0.01	)		0.03
Earnings per share	$	0.61		$	0.62
Weighted average shares outstanding		30,467,000			29,807,000
Diluted Earnings per share:
Earnings per share from continuing operations	$	0.61		$	0.58
Earnings/(loss) per share from discontinued operations		(0.01	)		0.03
Earnings per share	$	0.60		$	0.61
Weighted average shares outstanding		30,844,000			30,099,000

LANCE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

	December 30, 2006		December 31, 2005
Assets:
Cash and cash equivalents	$	5,504	$	3,543
Accounts receivable		61,690		59,088
Inventories		36,838		36,409
Deferred income tax benefit		8,811		10,160
Assets held for sale		6,552		3,020
Prepaid expenses and other		6,298		7,405
Total Current Assets		125,693		119,625
Property plant and equipment, net		193,009		186,093
Goodwill and other intangibles, net		62,300		59,873
Other assets		4,450		3,488
Total Assets	$	385,452	$	369,079
Liabilities and Equity:
Current portion of long-term debt	$	—	$	36,000
Accounts payable		18,194		20,378
Other current liabilities		55,254		59,672
Total Current Liabilities		73,448		116,050
Long-term debt		50,000		10,215
Other liabilities		39,604		41,105
Stockholders’ equity		222,400		201,709
Total Liabilities and Stockholders’ Equity	$	385,452	$	369,079

LANCE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
(unaudited)

	For the Year Ended
	December 30, 2006			December 31, 2005
Operating Activities:
Net income	$	18,478		$	18,470
Depreciation and amortization		26,897			28,539
Stock based compensation expense		1,331			—
Gain on sale of property, net		591			467
Deferred income taxes		1,182			(3,518	)
Changes in operating assets and liabilities		(6,025	)		4,683
Other, net		(3,357	)		(1,524	)
Net cash flow provided by operating activities		39,097			47,117
Investing Activities:
Purchases of property and equipment		(46,965	)		(27,624	)
Acquisition of businesses, net of cash acquired		—			(43,797	)
Proceeds from sale of property		7,340			1,449
Net cash used in investing activities		(39,625	)		(69,972	)
Financing Activities:
Dividends paid		(19,556	)		(19,056	)
Issuance of common stock, net		18,128			4,353
Repayments of debt		—			(41,237	)
Net Repayments under revolving credit facilities		(46,238	)		(7,500	)
Proceeds from debt		50,000			53,715
Repurchase of common stock		—			(5,160	)
Net cash from (used in) financing activities		2,334			(14,885	)
Effect of exchange rate changes on cash		155			(183	)
Increase/(decrease) in cash and cash equivalents		1,961			(37,923	)
Cash and cash equivalents at beginning of period		3,543			41,466
Cash and cash equivalents at end of period	$	5,504		$	3,543

LANCE, INC.
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per-share amounts)
(unaudited)

Year Ended December 30, 2006

	Net of		Per diluted
	Tax		share
Net Income from continuing operations	$	18,946	$	0.61
Tom’s integration related charges		1,795		0.06
Net Income from continuing operations, excluding special charges	$	20,741	$	0.67

Year Ended December 31, 2005

	Net of		Per diluted
	Tax		share
Net Income from continuing operations	$	17,586	$	0.58
CEO severance related charges		1,634		0.05
Tom’s integration related charges		2,257		0.08
Net Income from continuing operations, excluding special charges	$	21,477	$	0.71

Quarter Ended December 31, 2005

	Net of		Per diluted
	Tax		share
Net Income from continuing operations	$	1,716	$	0.06
Tom’s integration related charges		2,257		0.08
Net Income from continuing operations, excluding special charges	$	3,973	$	0.14

LANCE, INC.
RECONCILIATION OF NON-GAAP MEASURES
(in thousands, except per-share amounts)
(unaudited)

Year Ended December 30, 2006

	Net of		Per diluted
	Tax		share
Net Income	$	18,478	$	0.60
Tom’s integration related charges		1,795		0.06
Net Income, excluding special charges	$	20,273	$	0.66

Year Ended December 31, 2005

	Net of		Per diluted
	Tax		share
Net Income	$	18,470	$	0.61
CEO severance related charges		1,634		0.05
Tom’s integration related charges		2,257		0.08
Net Income, excluding special charges	$	22,361	$	0.74

Quarter Ended December 31, 2005

	Net of		Per diluted
	Tax		share
Net Income	$	1,540	$	0.05
Tom’s integration related charges		2,257		0.08
Net Income, excluding special charges	$	3,797	$	0.13