8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) April 25, 2005

CKE Restaurants, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-11313	33-0602639
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
6307 Carpinteria Avenue, Suite A, Carpinteria, CA		93013
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (805) 745-7500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 7.01 Regulation FD Disclosure
	Item 9.01 – Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 99.1
EXHIBIT 99.2

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

On April 25, 2005, CKE Restaurants, Inc. (the “Company”) issued a press release announcing the Company’s results for the fourth quarter and fiscal year ended January 31, 2005. The press release is attached as Exhibit 99.1 hereto. This information, including Exhibit 99.1, shall be deemed to be “furnished” in accordance with SEC release numbers 33-8216 and 34-47583.

Item 7.01 Regulation FD Disclosure

Also on April 25, 2005, the Company announced that its Board of Directors has declared a cash dividend of $0.04 per share of its common stock to be paid on June 13, 2005, to its stockholders of record on May 23, 2005, and further announced its intention to pay a regular quarterly cash dividend. The press release is attached as Exhibit 99.2 hereto. This information, including Exhibit 99.2, shall be deemed to be “furnished” in accordance with SEC release numbers 33-8216 and 34-47583.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

The following exhibits are included herewith:

Exhibit Number	Description
99.1	Press release, dated April 25, 2005, issued by CKE Restaurants, Inc.
99.2	Press release, dated April 25, 2005, issued by CKE Restaurants, Inc.

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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.

Date: April 25, 2005	CKE RESTAURANTS, INC.
	/s/ Theodore Abajian
	Theodore Abajian
	Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit Number	Description
99.1	Press release, dated April 25, 2005, issued by CKE Restaurants, Inc.
99.1	Press release, dated April 25, 2005, issued by CKE Restaurants, Inc.

EX-99.1

Exhibit 99.1

CONTACT:	Ted Abajian
	EVP and Chief Financial Officer
	805.745.7725
	Irene Broussard
	Director, Investor Relations
	805.745.7750

CKE RESTAURANTS, INC. REPORTS FIRST ANNUAL PROFIT SINCE FISCAL 1999;
BOARD OF DIRECTORS APPROVES INITIATION OF DIVIDEND

FOURTH QUARTER NET INCOME GROWS TO $7.1 MILLION AND
2005 FISCAL YEAR NET INCOME INCREASES TO $18 MILLION

     CARPINTERIA, Calif. — April 25, 2005 — CKE Restaurants, Inc. (NYSE:CKR) announced today fiscal 2005 fourth quarter and year-end results and the filing of its Annual Report on Form 10-K with the Securities and Exchange Commission (“SEC”) for the 53-week fiscal year ended January 31, 2005.

Fourth Quarter Highlights

•   Fourth quarter net income rose to $7.1 million, or $0.12 per diluted share. This represents a $58.8 million increase over the prior year net loss of $51.7 million.

•   Same-store sales increased 4.9 percent and 4.4 percent at company-operated Carl’s Jr.â and Hardee’sâ restaurants, respectively.

•   Restaurant-level margins at company-operated Carl’s Jr. restaurants were 21.0 percent for the current-year quarter, an increase of 100 basis points over the prior-year quarter.

•   Restaurant-level margins at company-operated Hardee’s restaurants were 11.8 percent for the current-year quarter, an increase of 340 basis points over the prior-year quarter.

•   Average unit volumes for the trailing 52 weeks increase to $1,301,000 and $862,000 at company-operated Carl’s Jr. and Hardee’s restaurants, respectively.

•   Consolidated revenue increased to $361.9 million for the current-year quarter, an 11.2 percent increase over the prior-year quarter.

•   Consolidated operating income was $8.7 million for the current-year quarter, an increase of $50.3 million over the prior-year quarter operating loss of $41.6 million. The prior-year quarter operating loss included a $34.1 million goodwill impairment charge.

Full Year Highlights

•   Net income grew to $18.0 million or $0.30 per diluted share. This represents an increase of $71.2 million over the prior year net loss of $53.2 million or $0.92 per diluted share. The fiscal 2004 net loss included a $34.1 million goodwill impairment charge.

•   Same-store sales increased 7.7 percent and 7.0 percent at company-operated Carl’s Jr. and Hardee’s restaurants, respectively.

•   Restaurant-level margins at company-operated Carl’s Jr. restaurants were 21.1 percent for the year, an increase of 90 basis points over the prior year.

•   Restaurant-level margins at company-operated Hardee’s restaurants were 14.3 percent for the year, an increase of 500 basis points over the prior year.

•   Carl’s Jr. operating income increased by $6.5 million or 11.9 percent to $61.7 million

•   Hardee’s operating income increased by $31.6 million to $5.3 million. This represents Hardee’s first annual operating income since fiscal 1999.

•   Consolidated revenue for fiscal 2005 increased 7.5 percent to $1.52 billion.

•   Consolidated operating income for the fiscal year totaled $56.8 million.

•   The Company repaid a total of $91.3 million of its $230 million term loan since June 2004, reducing the term loan balance to $138.7 million as of fiscal year end. Subsequent to fiscal year end, the Company has repaid an additional $15.9 million of the term loan, reducing the term loan balance to $122.8 million.

Executive Commentary

     Commenting on the Company’s performance, Andrew F. Puzder, President and Chief Executive Officer, said, “We are very pleased with our 2005 results — both Carl’s Jr. and Hardee’s finished the year with very strong same-store sales and margin performance, which contributed to our first profitable fiscal year and fourth quarter in six years. Fourth quarter net income of $7.1 million, or $0.12 per diluted share, represented a $58.8 million increase over the prior year loss of $51.7 million. For the

year, net income increased $71.2 million to $18.0 million, or $0.30 per diluted share, as compared to the prior year net loss of $53.2 million, or $0.92 per diluted share. The fourth quarter results include approximately $4.6 million of facility action charges resulting primarily from our semi-annual asset impairment analysis. This charge was partially offset by a $2.5 million tax refund carry-back claim, which was also recorded in the fourth quarter.”

     Puzder continued, “Our financial performance this year, and our repayment of $91.3 million of our term loan during 2005, has given both our Board of Directors and our lenders the confidence to approve the initiation of a regular quarterly cash dividend of $0.04 per common share as noted in the accompanying press release issued today. We consider the initiation of a quarterly dividend to be a very important milestone and, along with our existing share repurchase program, underscores our commitment to shareholder value.”

Carl’s Jr.

     “Same-store sales at company-operated Carl’s Jr. restaurants increased 4.9 percent during the fourth quarter. On a two-year cumulative basis, Carl’s Jr. same-store sales were up approximately 10.2 percent for the fourth quarter. Revenues at company-operated Carl’s Jr. restaurants increased $15.9 million, or 12.9 percent, over the prior-year quarter,” continued Puzder. “At Carl’s Jr., our premium product strategy, the growing popularity of our line of Six Dollar Burgersä with Angus beef, growth in our breakfast day-part and the introduction of several new products during the year including The 1 lb. Double Six Dollar Burgerä, The Pastrami Burgerä, the Loaded Breakfast Burritoä and The Breakfast Burgerä, propelled our average unit volume to $1.3 million – an increase of $114,000 or 9.6 percent over the prior year and an all time high. Our premium products strategy has helped us to differentiate ourselves from our competitors and has established Carl’s Jr. as a leader within the segment.”

     “Carl’s Jr. was able to maintain strong restaurant-level margins at company-operated restaurants, increasing 100 basis points over the prior year quarter to 21.0 percent in the fourth quarter. Carl’s Jr. generated $17.8 million of operating income

during the fourth quarter, an increase of $8.0 million or 82 percent over the prior year quarter.”

Hardee’s

     “Same-store sales at company-operated Hardee’s restaurants increased 4.4 percent during the fourth quarter. On a two-year cumulative basis, Hardee’s same-store sales were up approximately 13.6 percent for the fourth quarter” added Puzder. “Revenue from company-operated Hardee’s restaurants increased $10.1 million, or 7.9 percent, over the prior-year quarter. At Hardee’s, our premium product strategy, the Thickburgerä lunch/dinner menu, continued strength in our breakfast day-part, and the introduction of new products during the year including the Western Bacon Thickburgerä, the Monster Thickburgerä, the BBQ Chicken Sandwich, the Low Carb Breakfast Bowlä, and the Loaded Biscuit and Gravy Bowlä elevated our Hardee’s average unit volume to $862,000 at fiscal year end, an increase of $70,000 or 8.8 percent over the prior year and a ten year high.”

     “Hardee’s restaurant-level margins continued to improve over the prior year, reaching 11.8 percent in the fourth quarter, which represented a 340 basis point improvement over the prior-year quarter. Due to seasonality, Hardee’s restaurant-level margins typically are lowest in the fourth quarter. For the year, Hardee’s generated operating income of approximately $5.3 million, which is an improvement of approximately $31.6 million over the prior year loss of $26.3 million. Hardee’s fiscal 2005 operating income represents the first time in six years that Hardee’s has generated operating income.”

     “We feel our premium product strategy, along with our ongoing focus on quality, service and cleanliness, have elevated Hardee’s to a new level with our guests. We remain committed to developing our lunch and dinner day-parts while maintaining, if not growing, our exceptional breakfast business.”

     “Again, we will remain focused on our restaurant fundamentals, premium products, cutting edge advertising, controlling costs and leveraging our infrastructure

and marketing presence to build out existing core markets. We are very pleased with the results for the fourth quarter and fiscal year and look forward to returning value to our shareholders” Puzder concluded.

     As of the end of its fiscal fourth quarter on Jan. 31, 2005, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,166 franchised or company-owned restaurants in 44 states and in 11 countries, including 1,014 Carl’s Jr. restaurants, 2,034 Hardee’s restaurants and 101 La Salsa Fresh Mexican Grillâ restaurants.

SEC Filings

     The Company’s filings with the SEC are available to investors at www.ckr.com under Investors/SEC Filings.

Conference Call

     The Company will host a conference call and webcast to discuss its fourth quarter and fiscal year-end results on April 26, 2005 at 9:00 a.m. (EDT) / 6:00 a.m. (PDT). The Company invites investors to listen to the live webcast of the conference call at www.ckr.com under “Investors”.

Safe Harbor Disclosure

Matters discussed in this news release contain forward-looking statements relating to future plans and developments, financial goals and operating performance that are based on management’s current beliefs and assumptions. Such statements are subject to risks and uncertainties. Factors that could cause the Company’s results to differ materially from those described include, but are not limited to, whether or not restaurants will be closed and the number of restaurant closures, consumers’ concerns or adverse publicity regarding the Company’s products, effectiveness of operating and product initiatives and advertising and promotional efforts (particularly at the Hardee’s brand), changes in economic conditions or prevailing interest rates, changes in the price or availability of commodities, availability and cost of energy, workers’ compensation, employee health insurance costs and general liability premiums and claims experience, changes in the Company’s suppliers’ abilities to provide quality and timely products to the Company, delays in opening new restaurants or completing remodels, severe weather conditions, the operational and financial success of the Company’s franchisees, franchisees’ willingness to participate in our strategy, availability of financing for the Company and its franchisees, unfavorable outcomes on litigation, changes in accounting policies and practices, new legislation or government regulation (including

environmental laws), the availability of suitable locations and terms for the sites designed for development, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward- looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.

CKE RESTAURANTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	Jan. 31,			Jan. 31,
	2005			2004
	(Dollars in thousands
	except par values)
ASSETS
Current assets:				(as restated)
Cash and cash equivalents	$	18,432		$	54,355
Accounts receivable, net		31,199			26,562
Related party trade receivables		6,760			7,991
Inventories, net		19,297			17,972
Prepaid expenses		13,056			15,766
Assets held for sale		1,058			18,760
Advertising fund assets, restricted		21,951			—
Other current assets		2,278			1,656
Total current assets		114,031			143,062
Notes receivable, net		3,328			2,317
Property and equipment, net		461,286			479,660
Property under capital leases, net		36,060			44,895
Goodwill		22,649			22,649
Other assets, net		31,529			37,821
Total assets	$	668,883		$	730,404
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of bank indebtedness and other long-term debt	$	16,066		$	26,843
Current portion of capital lease obligations		5,079			7,028
Accounts payable		52,484			47,592
Advertising fund liabilities		21,951			—
Other current liabilities		93,358			105,419
Total current liabilities		188,938			186,882
Bank indebtedness and other long-term debt, less current portion		138,418			22,428
Senior subordinated notes		—			200,000
Convertible subordinated notes due 2023		105,000			105,000
Capital lease obligations, less current portion		52,485			56,877
Other long-term liabilities		64,374			58,559
Total liabilities		549,215			629,746
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.01 par value; authorized 5,000,000 shares; none issued or outstanding		—			—
Common stock, $.01 par value; authorized 100,000,000 shares; 58,082,000 shares issued and outstanding as of January 31, 2005 and 59,216,000 shares issued and 57,631,000 shares outstanding as of January 31, 2004		581			592
Additional paid-in capital		453,391			464,689
Officer and non-employee director notes receivable		—			(2,530	)
Accumulated deficit		(334,304	)		(351,687	)
Treasury stock		—			(10,406	)
Total stockholders’ equity		119,668			100,658
Total liabilities and stockholders’ equity	$	668,883		$	730,404

CKE RESTAURANTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Thirteen Weeks
	Ended			Twelve Weeks Ended			Fiscal Years Ended
(in thousands, except per share amounts)	Jan. 31, 2005			Jan. 26, 2004			Jan. 31, 2005			Jan. 26, 2004
Revenue:
Company-operated restaurants	$	288,982		$	261,692		$	1,217,273		$	1,142,929
Franchised and licensed restaurants and other		72,908			63,687			302,608			270,491
Total revenue		361,890			325,379			1,519,881			1,413,420
Operating costs and expenses:
Restaurant operations:
Food and packaging		86,105			78,126			359,939			340,676
Payroll and other employee benefits		90,435			86,468			377,405			370,700
Occupancy and other		67,046			62,446			273,294			269,606
		243,586			227,040			1,010,638			980,982
Franchised and licensed restaurants and other		56,056			48,211			227,588			210,237
Advertising		15,699			16,849			71,839			71,154
General and administrative		33,277			25,362			138,716			107,480
Facility action charges, net		4,575			15,496			14,320			17,776
Impairment of goodwill		—			34,059			—			34,059
Total operating costs and expenses		353,193			367,017			1,463,101			1,421,688
Operating income (loss)		8,697			(41,638	)		56,780			(8,268	)
Interest expense		(6,319	)		(8,834	)		(36,748	)		(39,962	)
Other income (expense), net		2,574			992			(2,962	)		217
Income (loss) before income taxes, discontinued operations		4,952			(49,480	)		17,070			(48,013	)
Income tax expense (benefit)		(2,117	)		1,364			(1,592	)		2,417
Income (loss) from continuing operations		7,069			(50,844	)		18,662			(50,430	)
Discontinued operations:
Loss from operations of discontinued segment (net of income tax expense of $0 and $47 for the fiscal fourth quarters ended January 31, 2005 and 2004, and $0 and $0 for the fiscal years ended January 31, 2005 and 2004, respectively)		—			(835	)		(646	)		(2,790	)
Net income (loss)	$	7,069		$	(51,679	)	$	18,016		$	(53,220	)
Basic income (loss) per common share:
Continuing operations	$	0.12		$	(0.89	)	$	0.32		$	(0.88	)
Discontinued operations		—			(0.01	)		(0.01	)		(0.04	)
Net income (loss)	$	0.12		$	(0.90	)	$	0.31		$	(0.92	)
Diluted income (loss) per common share:
Continuing operations	$	0.12		$	(0.89	)	$	0.31		$	(0.88	)
Discontinued operations		—			(0.01	)		(0.01	)		(0.04	)
Net income (loss)	$	0.12		$	(0.90	)	$	0.30		$	(0.92	)
Weighted-average common shares outstanding:
Basic		57,758			57,619			57,615			57,536
Dilutive effect of stock options, warrants and convertible notes		13,962			—			1,968			—
Diluted		71,720			57,619			59,583			57,536

EX-99.2

EXHIBIT 99.2

Contact: Ted Abajian
EVP and Chief Financial Officer
(805)745-7725

Irene Broussard
Director, Investor Relations
(805) 745-7750

CKE RESTAURANTS, INC. ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.04 PER SHARE OF COMMON STOCK,
INTEREST RATE REDUCTION ON CREDIT FACILITY AND EXTENSION OF SHARE REPURCHASE PROGRAM

     CARPINTERIA, Calif. — April 25, 2005 — CKE Restaurants, Inc. (NYSE: CKR) announced today that its Board of Directors approved initiation of a quarterly cash dividend, and declared a first quarter dividend of $0.04 per share of common stock to be paid on June 13, 2005, to its stockholders of record at the close of business on May 23, 2005. The Company had 59,007,824 shares of common stock issued and outstanding as of April 8, 2005.

     The Company also announced the repricing of its credit facility. The repricing is effective April 21, 2005 and results in a 50 basis point reduction in the interest rate the Company will pay on its term loan, which had a balance of $122.8 million as of April 25, 2005, a 25 basis point reduction in the interest rate on revolving loans and a 25 basis point reduction in letter of credit fees.

     In addition, the Board of Directors eliminated any time limitations on its previously approved $20 million share repurchase program. The existing program was set to expire in April 2005.

     Andrew F. Puzder, CEO and President commented, “We are very pleased that our lenders and our Board of Directors have approved the initiation of a quarterly cash

dividend and that our lenders have approved a favorable repricing of our credit facility. We have reduced our term loan balance by over $107 million since June 2, 2004 when the term loan had a balance of $230 million.”

     Puzder continued, “We consider the initiation of a regular quarterly cash dividend to be a very important milestone. Based on the strength of our cash flow, we believe it is in our stockholders’ best interests to allocate a portion of our available cash flow to dividends. We also believe that this quarterly dividend, along with the continuation of our existing share repurchase program, underscores our commitment to shareholder value.”

     Puzder noted, “Under our existing share repurchase program, we have repurchased 519,000 shares at an average price of $10.68 per share, for a total cost, including trading commissions, of $5,559,073, and we intend to continue repurchases of common stock from time to time in the open market and/or privately negotiated transactions, subject to market conditions and other factors.”

     As of the end of its fiscal fourth quarter on January 31, 2005, CKE Restaurants, Inc., through its subsidiaries, had a total of 3,166 franchised or company-owned restaurants in 44 states and in 11 countries, including 1,014 Carl’s Jr. restaurants, 2,034 Hardee’s restaurants and 101 La Salsa Fresh Mexican Grill restaurants.

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Safe Harbor Disclosure

     Matters discussed in this news release contain forward-looking statements relating to future plans and developments, financial goals, dividend declarations, share repurchase programs and operating performance that are based on management’s current beliefs and assumptions. Such statements are subject to risks and uncertainties. Factors that could cause the Company’s results to differ materially from those described include, but are not limited to, whether or not restaurants will be closed and the number of restaurant closures, consumers’ concerns or adverse publicity regarding the Company’s products, effectiveness of operating and product initiatives and advertising and promotional efforts (particularly at the Hardee’s brand), changes in economic conditions or prevailing interest rates, changes in the price or availability of commodities, availability and cost of energy, workers’ compensation, employee health insurance costs and general liability premiums and claims experience, changes in the Company’s suppliers’ abilities to provide quality and timely products to the Company, delays in opening new restaurants or completing remodels, severe weather conditions, the operational and financial success of the Company’s franchisees, franchisees’ willingness to participate in our strategy, availability of financing for the Company and its franchisees, unfavorable outcomes on litigation, changes in accounting policies and practices, new legislation or government regulation (including environmental laws), the availability of suitable locations and terms for the sites designed for development, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission.

     Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward- looking statement, whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.

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