10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 15, 2011

OR

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

For the transition period from                  to                .

Commission file number 1-11313 and 333-169977

CKE RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-0602639
(State or other jurisdiction of incorporation or organization)	(I .R.S. Employer Identification No.)
6307 Carpinteria Avenue, Ste. A, Carpinteria, California	93013
(Address of principal executive offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

    Yes   ¨     No   x  Explanatory Note: While the registrant is not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act, it has filed all reports pursuant to Section 13 or 15(d) of the Exchange Act during the preceding 12 months.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes   ¨     No   x

The number of outstanding shares of the registrant’s common stock was 100 shares as of September 16, 2011.

CKE RESTAURANTS, INC. AND SUBSIDIARIES

INDEX

	Page No.
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets		3
Condensed Consolidated Statements of Operations		4
Condensed Consolidated Statements of Cash Flows		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		46
Item 4. Controls and Procedures		46
Part II. Other Information
Item 1. Legal Proceedings		47
Item 6. Exhibits		49
Signatures		50

2

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CKE RESTAURANTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par values)

(Unaudited)

	Successor
	August 15, 2011			January 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	38,258		$	42,586
Accounts receivable, net of allowance for doubtful accounts of $161 as of August 15, 2011 and $92 as of January 31, 2011		26,440			27,533
Related party trade receivables		73			216
Inventories		17,850			14,526
Prepaid expenses		12,353			14,219
Assets held for sale		—			196
Advertising fund assets, restricted		21,791			18,464
Deferred income tax assets, net		16,687			17,079
Other current assets		3,508			4,065
Total current assets		136,960			138,884
Notes receivable, net		—			172
Property and equipment, net of accumulated depreciation and amortization     of $74,614 as of August 15, 2011 and $36,342 as of January 31, 2011		628,217			640,194
Property under capital leases, net of accumulated amortization of $6,940 as     of August 15, 2011 and $3,638 as of January 31, 2011		34,588			36,156
Goodwill		208,885			207,817
Intangible assets, net		440,628			448,499
Other assets, net		22,330			24,444
Total assets	$	1,471,608		$	1,496,166
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Current portion of bank indebtedness and other long-term debt	$	3		$	29
Current portion of capital lease obligations		8,117			7,434
Accounts payable		45,420			41,442
Advertising fund liabilities		21,791			18,464
Other current liabilities		81,826			81,958
Total current liabilities		157,157			149,327
Bank indebtedness and other long-term debt, less current portion		550,618			589,987
Capital lease obligations, less current portion		38,478			41,082
Deferred income tax liabilities, net		153,812			151,828
Other long-term liabilities		149,138			139,173
Total liabilities		1,049,203			1,071,397
Commitments and contingencies (Notes 7, 8, 10 and 15)
Stockholder’s equity:
Common stock, $0.01 par value; 100 shares authorized, issued and outstanding as of August 15, 2011 and January 31, 2011		—			—
Additional paid-in capital		455,127			452,659
Accumulated deficit		(32,722	)		(27,890	)
Total stockholder’s equity		422,405			424,769
Total liabilities and stockholder’s equity	$	1,471,608		$	1,496,166

See Accompanying Notes to Condensed Consolidated Financial Statements

3

CKE RESTAURANTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

	Successor						Predecessor
	Twelve Weeks Ended August 15, 2011			Four Weeks Ended August 9, 2010			Eight Weeks Ended July 12, 2010
Revenue:
Company-operated restaurants	$	262,991		$	85,951		$	169,526
Franchised and licensed restaurants and other		36,738			11,078			47,408
Total revenue		299,729			97,029			216,934
Operating costs and expenses:
Restaurant operating costs:
Food and packaging		80,231			25,309			50,493
Payroll and other employee benefits		75,310			24,372			49,136
Occupancy and other		63,393			20,522			39,384
Total restaurant operating costs		218,934			70,203			139,013
Franchised and licensed restaurants and other		18,440			5,262			35,358
Advertising		15,399			4,848			9,830
General and administrative		29,346			19,728			20,388
Facility action charges, net		(70	)		137			(273	)
Other operating expenses, net		194			19,661			3,681
Total operating costs and expenses		282,243			119,839			207,997
Operating income (loss)		17,486			(22,810	)		8,937
Interest expense		(17,816	)		(5,980	)		(3,592	)
Other (expense) income, net		(2,215	)		165			274
(Loss) income before income taxes		(2,545	)		(28,625	)		5,619
Income tax (benefit) expense		(314	)		(5,737	)		10,041
Net loss	$	(2,231	)	$	(22,888	)	$	(4,422	)

See Accompanying Notes to Condensed Consolidated Financial Statements

4

CKE RESTAURANTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

(Unaudited)

	Successor						Predecessor
	Twenty-Eight Weeks Ended August 15, 2011			Four Weeks Ended August 9, 2010			Twenty-Four Weeks  Ended July 12, 2010
Revenue:
Company-operated restaurants	$	614,595		$	85,951		$	500,531
Franchised and licensed restaurants and other		85,717			11,078			151,588
Total revenue		700,312			97,029			652,119
Operating costs and expenses:
Restaurant operating costs:
Food and packaging		189,133			25,309			148,642
Payroll and other employee benefits		176,973			24,372			147,391
Occupancy and other		146,076			20,522			118,138
Total restaurant operating costs		512,182			70,203			414,171
Franchised and licensed restaurants and other		44,318			5,262			115,120
Advertising		35,460			4,848			29,647
General and administrative		70,306			19,728			59,859
Facility action charges, net		441			137			590
Other operating expenses, net		545			19,661			10,249
Total operating costs and expenses		663,252			119,839			629,636
Operating income (loss)		37,060			(22,810	)		22,483
Interest expense		(42,211	)		(5,980	)		(8,617	)
Other (expense) income, net		(1,416	)		165			(13,609	)
(Loss) income before income taxes		(6,567	)		(28,625	)		257
Income tax (benefit) expense		(1,735	)		(5,737	)		7,772
Net loss	$	(4,832	)	$	(22,888	)	$	(7,515	)

See Accompanying Notes to Condensed Consolidated Financial Statements

5

CKE RESTAURANTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Successor						Predecessor
	Twenty-Eight Weeks Ended August 15, 2011			Four Week Ended August 9, 2010			Twenty-Four Weeks  Ended July 12, 2010
Cash flows from operating activities:
Net loss	$	(4,832	)	$	(22,888	)	$	(7,515	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		43,843			5,922			33,703
Amortization of debt issuance costs and discount on notes		2,169			278			522
Loss on early extinguishment of senior secured second lien notes		2,641			—			—
Share-based compensation expense		2,468			174			4,710
Provision for (recovery of) losses on accounts and notes receivable		94			9			(100	)
Loss (gain) on sale of property and equipment		996			65			(1,326	)
Facility action charges, net		862			137			590
Deferred income taxes		2,376			(6,320	)		8,241
Net changes in operating assets and liabilities:
Receivables, inventories, prepaid expenses and other current and non-current assets		(1,937	)		5,878			4,826
Estimated liability for closed restaurants and estimated liability for self-insurance		(1,053	)		64			(2,318	)
Accounts payable and other current and long-term liabilities		10,187			(24,557	)		4,317
Net cash provided by (used in) operating activities		57,814			(41,238	)		45,650
Cash flows from investing activities:
Purchases of property and equipment		(28,113	)		(4,703	)		(33,738	)
Acquisition of Predecessor		—			(693,478	)		—
Proceeds from sale of property and equipment		1,748			—			1,011
Proceeds from sale of Distribution Center assets		—			—			19,203
Collections of non-trade notes receivable		639			33			673
Other investing activities		102			13			(284	)
Net cash used in investing activities		(25,624	)		(698,135	)		(13,135	)
Cash flows from financing activities:
Net change in bank overdraft		(6,416	)		(7,312	)		(7,364	)
Borrowings under revolving credit facilities		—			—			138,500
Repayments of borrowings under revolving credit facilities		—			(34,000	)		(134,500	)
Repayments of Predecessor senior credit facility term loan		—			(236,487	)		(10,945	)
Proceeds from issuance of senior secured second lien notes, net of original issue discount		—			588,510			—
Proceeds from financing method sale-leaseback transactions		16,027			—			—
Payment of debt issuance costs		(49	)		(18,079	)		—
Payment for early extinguishment of senior secured second lien notes		(41,200	)		—			—
Repayments of other long-term debt		(614	)		(2	)		(13	)
Repayments of capital lease obligations		(4,266	)		(613	)		(3,748	)
Repurchase of common stock		—			—			(2,072	)
Exercise of stock options		—			—			1,063
Dividends paid on common stock		—			—			(3,317	)
Net advances from (to) affiliates of Apollo Management		—			2,641			(2,641	)
Equity contribution		—			450,000			—
Net cash (used in) provided by financing activities		(36,518	)		744,658			(25,037	)
Net (decrease) increase in cash and cash equivalents		(4,328	)		5,285			7,478
Cash and cash equivalents at beginning of period		42,586			25,724			18,246
Cash and cash equivalents at end of period	$	38,258		$	31,009		$	25,724

See Accompanying Notes to Condensed Consolidated Financial Statements

6

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

Description of Business

CKE Restaurants, Inc. (“CKE”), through its wholly-owned subsidiaries, owns, operates, franchises and licenses the Carl’s Jr.^®, Hardee’s^®, Green Burrito^® and Red Burrito^® concepts. References to CKE and its consolidated subsidiaries (the “Company”) throughout these Notes to Condensed Consolidated Financial Statements are made using the first person notations of “we,” “us” and “our.”

Carl’s Jr. restaurants are primarily located in the Western United States. Hardee’s restaurants are primarily located throughout the Southeastern and Midwestern United States. Green Burrito restaurants are primarily located in dual-branded Carl’s Jr. restaurants. The Red Burrito concept is located in dual-branded Hardee’s restaurants. Generally, our franchisees are domestic and our licensees are international. As of August 15, 2011, our system-wide restaurant portfolio consisted of:

	Carl’s Jr.		Hardee’s		Other		Total
Company-operated		425		468		—		893
Franchised		684		1,226		10		1,920
Licensed		169		220		—		389
Total		1,278		1,914		10		3,202

As of August 15, 2011, 258 of our 425 company-operated Carl’s Jr. restaurants were dual-branded with Green Burrito and 185 of our 468 company-operated Hardee’s restaurants were dual-branded with Red Burrito.

Merger and Related Transactions

On July 12, 2010, we completed a merger with Columbia Lake Acquisition Corp. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of CKE Holdings, Inc. (“Parent”), a Delaware corporation, providing for the merger of Merger Sub with and into CKE (the “Merger”), with CKE surviving the Merger as a wholly-owned subsidiary of Parent, pursuant to the Agreement and Plan of Merger, dated April 18, 2010 (“Merger Agreement”). Parent is indirectly controlled by investment entities managed by Apollo Management VII, L.P. (“Apollo Management”). As a result of the Merger, shares of CKE common stock ceased to be traded on the New York Stock Exchange after the close of market on July 12, 2010.

The aggregate consideration for all equity securities of CKE was $704,065, including $10,587 of post-combination share-based compensation expense, and the total debt assumed and refinanced in connection with the Merger was $270,487. The Merger was funded by (i) equity contributions from affiliates of Apollo Management of $436,645, (ii) equity contributions from our senior management of $13,355, and (iii) proceeds of $588,510 from the issuance of $600,000 senior secured second lien notes (the “Notes”). In addition, we entered into a senior secured revolving credit facility of $100,000 (the “Credit Facility”), which was undrawn at closing.

The aforementioned transactions, including the Merger and payment of costs related to these transactions, are collectively referred to as the “Transactions.”

7

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

Basis of Presentation and Fiscal Year

Our accompanying unaudited Condensed Consolidated Financial Statements include the accounts of CKE, our wholly-owned subsidiaries and certain variable interest entities (“VIE”) for which we are the primary beneficiary and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), the instructions to Form 10-Q and Article 10 of Regulation S-X. CKE does not have any non-controlling interests in other entities. These financial statements should be read in conjunction with the audited Consolidated Financial Statements presented in our Annual Report on Form 10-K for the fiscal year ended January 31, 2011. In our opinion, all adjustments considered necessary for a fair presentation of financial position and results of operations for this interim period have been included. The results of operations for such interim period are not necessarily indicative of results for the full year or for any future period.

We operate on a retail accounting calendar. Our fiscal year ends on the last Monday in January and typically has 13 four-week accounting periods. For clarity of presentation, we generally label all fiscal year ends as if the fiscal year ended January 31. The fiscal year ended January 31, 2011 is referred to herein as fiscal 2011. The fiscal year ending January 30, 2012 is referred to herein as fiscal 2012. The first quarter of our fiscal year has four periods, or 16 weeks. All other quarters generally have three periods, or 12 weeks.

Our restaurant sales, and therefore our profitability, are subject to seasonal fluctuations and are traditionally higher during the spring and summer months because of factors such as increased travel during school vacations and improved weather conditions, which affect the public’s dining habits.

For the purposes of presentation and disclosure, all references to “Predecessor” relate to CKE and its consolidated subsidiaries for periods prior to the Merger. All references to “Successor” relate to CKE and its consolidated subsidiaries merged with Merger Sub for periods subsequent to the Merger. References to “we”, “us”, “our” and the “Company” relate to the Predecessor for the periods prior to the Merger and to the Successor for periods subsequent to the Merger.

Certain prior year amounts in these unaudited Condensed Consolidated Financial Statements have been reclassified to conform to the current year presentation.

Variable Interest Entities

We consolidate one national and approximately 80 local co-operative advertising funds (“Hardee’s Funds”) as we have concluded that they are VIEs for which we are the primary beneficiary. We have included $21,791 and $18,464 of advertising fund assets, restricted, and advertising fund liabilities in our accompanying unaudited Condensed Consolidated Balance Sheets as of August 15, 2011 and January 31, 2011, respectively. Consolidation of the Hardee’s Funds had no impact on our accompanying unaudited Condensed Consolidated Statements of Operations and Cash Flows. We have no rights to the assets, nor do we have any obligation with respect to the liabilities, of the Hardee’s Funds, and none of our assets serve as collateral for the creditors of these VIEs.

NOTE 2 — ACQUISITION OF PREDECESSOR

The acquisition of Predecessor was accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair market values. Fair-value measurements were applied based on assumptions that market participants would have used in the pricing of the asset or liability. During the second quarter of fiscal 2012, we completed our accounting for the acquisition of Predecessor. The following table summarizes the fair values assigned to the net assets acquired as of the July 12, 2010 acquisition date:

8

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

Total consideration:
Cash paid to shareholders	$	704,065
Less: post-combination share-based compensation expense		(10,587	)
Total purchase price consideration		693,478
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents		25,724
Accounts receivable(1)		39,762
Inventories		13,956
Deferred income tax assets, net – current		19,872
Other current assets		36,372
Notes receivable – current and long-term(2)		2,311
Property and equipment(3)		654,467
Property under capital leases		39,738
Intangible assets		457,001
Other assets		5,363
Bank indebtedness – current and long-term		(271,505	)
Capital lease obligations – current and long-term		(52,922	)
Accounts payable		(54,811	)
Deferred income tax liabilities, net – long-term		(165,456	)
Unfavorable lease obligations		(96,356	)
Other liabilities – current and long-term(4)		(167,855	)
Net assets acquired		485,661
Excess purchase price attributed to goodwill acquired	$	207,817

(1) The gross amount due under accounts receivable acquired is $40,081, of which $319 was expected to be uncollectible.

(2) The gross amount due under notes receivable acquired is $5,947, of which $3,636 was expected to be uncollectible.

(3) The estimated fair value of property and equipment acquired consisted of $231,916 of land, $87,709 of leasehold improvements, $223,751 of buildings and improvements, and $111,091 of equipment, furniture and fixtures.

(4) Litigation reserves of $2,305 are included within other current liabilities. Since the acquisition date fair value of these contingent liabilities could not be determined during the measurement period, we recorded an accrued liability for litigation contingencies with a probable likelihood of loss and for which the range of loss was reasonably estimable.

During the first quarter of fiscal 2012, we recorded retrospective purchase price adjustments at the acquisition date to increase the fair value of accounts receivable by $7, current deferred income tax assets, net by $768, other current assets by $158, property and equipment by $17,813, property under capital leases by $1,375, other assets by $126, unfavorable lease obligations by $27,376 and other liabilities by $2,436. Purchase price adjustments were also recorded to reduce the fair value of intangible assets by $14,763, capital lease obligations by $127 and long-term deferred income tax liabilities by $13,504. These adjustments to our purchase price allocation caused an increase to goodwill of $10,697. In connection with the completion of our accounting for the acquisition of Predecessor during the second quarter of fiscal 2012, no further acquisition accounting adjustments were recorded.

We have retrospectively adjusted our post-combination consolidated results of operations and cash flows for the impacts of the purchase price adjustments. As a result of the retrospective adjustments, our net loss for the Successor twenty-nine weeks ended January 31, 2011 decreased by $852, and our Successor stockholder’s equity as of January 31, 2011 increased by the same amount.

At the time of the Merger, the Company believed its market position and future growth potential for both company-operated and franchised and licensed restaurants were the primary factors that contributed to a total purchase price that resulted in the recognition of goodwill. There was $45,939 of goodwill recognized in connection with the Merger that had carryover basis from previous acquisitions and was expected to be deductible for federal income tax purposes.

9

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

Transaction Costs

We recorded $194 and $545 in transaction-related costs for accounting, investment banking, legal and other costs in connection with the Transactions within other operating expenses, net in our accompanying unaudited Condensed Consolidated Statements of Operations for the Successor twelve and twenty-eight weeks ended August 15, 2011, respectively.

We recorded $19,661, $7,123 and $13,691 in transaction-related costs for accounting, investment banking, legal and other costs in connection with the Transactions within other operating expenses, net in our accompanying unaudited Condensed Consolidated Statements of Operations for the Successor four weeks ended August 9, 2010 and the Predecessor eight and twenty-four weeks ended July 12, 2010, respectively. Additionally, we recorded a termination fee for a prior merger agreement with an affiliate of Thomas H. Lee Partners, L.P. of $9,283 and $5,000 in reimbursable costs within other operating expenses, net in our accompanying unaudited Condensed Consolidated Statement of Operations for the Predecessor twenty-four weeks ended July 12, 2010.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma results of operations assume that the Transactions had occurred on February 1, 2010 for the twelve and twenty-eight weeks ended August 9, 2010, after giving effect to acquisition accounting adjustments relating to depreciation and amortization of the revalued assets, interest expense associated with the Credit Facility and the Notes, and other acquisition-related adjustments in connection with the Transactions. These unaudited pro forma results exclude transaction costs and share-based compensation expense related to the acceleration of stock options and restricted stock awards in connection with the Merger. Additionally, the following unaudited pro forma results of operations do not give effect to the sale of our Carl’s Jr. distribution facility operations, which was completed on July 2, 2010. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the Transactions had actually occurred on those dates, nor of the results that may be obtained in the future.

	Twelve Weeks  Ended August 9, 2010(1)		Twenty-Eight Weeks Ended August 9, 2010(1)
Total revenue	$	314,668	$	750,876
Net income (loss)		11,188		(2,524	)

(1) The unaudited pro forma results of operations exclude any effect related to the senior unsecured PIK toggle notes issued by CKE Holdings, Inc. (see Note 7).

NOTE 3 — ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board (“FASB”) issued new authoritative guidance to require additional disclosures for fair value measurements including the following: (1) amounts transferred in and out of Level 1 and 2 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2009 (“Part I”), and (2) activities in Level 3 fair value measurements including purchases, sales, issuances and settlements, which is effective for interim and annual reporting periods beginning after December 15, 2010 (“Part II”). Our adoption of Part I of the revised guidance for fair value measurements disclosures as of the beginning of fiscal 2011 did not have a material effect on our Condensed Consolidated Financial Statements. Our adoption of Part II of the revised guidance for fair value measurement disclosures as of the beginning of fiscal 2012 did not have a material effect on our Condensed Consolidated Financial Statements.

10

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

In May 2011, the FASB issued new authoritative guidance to provide a consistent definition of fair value and ensure that fair value measurements and disclosure requirements are similar between GAAP and International Financial Reporting Standards. This guidance changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements. This guidance is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. We do not expect that the adoption of this guidance will have a material impact on our Condensed Consolidated Financial Statements.

NOTE 4 — ASSETS HELD FOR SALE

Assets held for sale consist of surplus restaurant properties and company-operated restaurants that we expect to sell within one year. We no longer depreciate assets once classified as held for sale. As of August 15, 2011, there were no assets held for sale. As of January 31, 2011, total assets held for sale were $196 and were comprised of one surplus property in our Hardee’s operating segment.

NOTE 5 — PURCHASE AND SALE OF ASSETS

Purchase of Assets

During the twenty-eight weeks ended August 15, 2011, we purchased three Hardee’s restaurants from one of our franchisees for the aggregate purchase price consideration of $1,500, which was reduced by the settlement of certain pre-existing liabilities, resulting in a net purchase price consideration of $1,207. As a result of this transaction, we recorded property and equipment of $54, identifiable intangible assets of $85, capital leases assets of $55 and capital lease obligations of $55, resulting in $1,068 of additional goodwill in our Hardee’s operating segment.

We did not purchase any restaurants from franchisees during the twenty-eight weeks ended August 9, 2010.

Sale of Assets

On July 2, 2010, pursuant to an Asset Purchase Agreement (“APA”) with Meadowbrook Meat Company, Inc. (“MBM”), we sold to MBM our Carl’s Jr. distribution center assets located in Ontario, California and Manteca, California (“Distribution Centers”). In connection with the APA, we received total consideration of $21,195 from MBM for the Distribution Center assets, which included inventory, fixed assets, real property in Manteca, California, and other related assets. We collected proceeds of $19,203 related to the sale of the Distribution Center assets during the twenty-four weeks ended July 12, 2010 and collected the remaining $1,992 of consideration during the third quarter of fiscal 2011. As a result of the transaction, we recorded a gain of $3,442, which is included in other operating expenses, net in our accompanying unaudited Condensed Consolidated Statements of Operations for the Predecessor eight and twenty-four weeks ended July 12, 2010.

NOTE 6 — GOODWILL AND INTANGIBLE ASSETS, NET

The following table sets forth changes in our goodwill:

	Carl’s Jr.		Hardee’s		Total
Successor:
Balance at January 31, 2011	$	199,166	$	8,651	$	207,817
Additions		—		1,068		1,068
Balance at August 15, 2011	$	199,166	$	9,719	$	208,885

The following table presents our indefinite and definite-lived intangible assets for each of the respective reporting periods:

11

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

	Successor
	August 15, 2011									January 31, 2011
	Weighted Average Life (Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trademarks/Tradenames		Indefinite	$	278,000	$	—		$	278,000	$	278,000	$	—		$	278,000
Favorable lease agreements		13		89,823		(10,540	)		79,283		90,181		(5,313	)		84,868
Franchise agreements		20		88,085		(4,740	)		83,345		88,000		(2,369	)		85,631
			$	455,908	$	(15,280	)	$	440,628	$	456,181	$	(7,682	)	$	448,499

Amortization expense related to intangible assets for the Successor twelve and twenty-eight weeks ended August 15, 2011, Successor four weeks ended August 9, 2010 and Predecessor eight and twenty-four weeks ended July 12, 2010 was $3,348, $7,873, $1,104, $40 and $116, respectively. Our estimated future amortization expense related to these intangible assets is set forth as follows:

August 16, 2011 through January 31, 2012	$	6,523
Fiscal 2013		13,832
Fiscal 2014		12,899
Fiscal 2015		11,743
Fiscal 2016		11,117
Fiscal 2017		10,629
Thereafter		95,885
	$	162,628

NOTE 7 — INDEBTEDNESS AND INTEREST EXPENSE

Successor

Our Credit Facility provides for senior secured revolving facility loans, swingline loans and letters of credit in an aggregate amount of up to $100,000. As of August 15, 2011, we had no outstanding loan borrowings, $31,913 of outstanding letters of credit and remaining availability of $68,087 on our Credit Facility. The Credit Facility bears interest at a rate equal to, at our option, either: (1) the higher of Morgan Stanley’s “prime rate” plus 2.75% or the federal funds rate, as defined in our Credit Facility, plus 3.25%, or (2) the London Interbank Offered Rate (“LIBOR”) plus 3.75%.

The terms of our Credit Facility include financial performance covenants, which include a maximum secured leverage ratio and a specified minimum interest coverage ratio. As of August 15, 2011, our financial performance covenants did not limit our ability to draw on the remaining availability of $68,087 under our Credit Facility.

On July 15, 2011, we redeemed $40,000 of the principal amount of our Notes at a price equal to 103% of the principal amount of the Notes pursuant to the terms of the indenture governing the Notes. During the Successor twelve and twenty-eight weeks ended August 15, 2011, we recognized a loss of $2,641 on the early extinguishment of the Notes. Subsequent to the redemption, and as of August 15, 2011, the remaining aggregate principal amount of the Notes was $560,000. As of August 15, 2011, the carrying value of the Notes was $550,231, which is presented net of the remaining unamortized portion of the original issue discount of $9,769 in our accompanying unaudited Condensed Consolidated Balance Sheet. The Notes bear interest at a rate of 11.375% per annum, payable semi-annually in arrears on January 15 and July 15.

12

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

Each of our wholly-owned domestic subsidiaries that guarantees indebtedness under the Credit Facility also guarantees the performance and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all our obligations under the Notes. Separate financial statements and other disclosures of each of the guarantors are not presented because CKE Restaurants, Inc. is a holding company with no material independent assets or operations, the guarantor subsidiaries are, directly or indirectly, wholly-owned subsidiaries of CKE Restaurants, Inc. and such guarantees are full, unconditional and joint and several. The aggregate assets, liabilities, earnings and equity of the guarantor subsidiaries are substantially equivalent to the assets, liabilities, earnings and equity of CKE Restaurants, Inc. on a consolidated basis. The one non-guarantor subsidiary of the parent company is minor. There are no significant restrictions on the ability of CKE Restaurants, Inc. or any of the guarantors to obtain funds from its respective subsidiaries by dividend or loan.

Predecessor

In connection with the Merger, we repaid at closing the total principal outstanding balance of the term loan portion of our senior credit facility (“Predecessor Facility”) of $236,487 and the total outstanding borrowings on the revolving portion of our Predecessor Facility of $34,000, as well as all incurred and unpaid interest on our Predecessor Facility.

Additionally, in connection with the Merger, we settled and paid in full all obligations related to our fixed rate interest rate swap agreements, which totaled $14,844. During the Predecessor eight and twenty-four weeks ended July 12, 2010, we recorded interest expense of $1,743 and $3,113, respectively, under these interest rate swap agreements to adjust their carrying value to fair value. During the Predecessor eight and twenty-four weeks ended July 12, 2010, we paid $767 and $3,750, respectively, for net settlements under our interest rate swap agreements, excluding the settlement at closing of the Merger.

Interest expense

Interest expense consisted of the following:

	Successor						Predecessor
	Twelve Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 15, 2011		Four Weeks Ended August  9, 2010		Eight Weeks Ended July 12, 2010		Twenty-Four Weeks  Ended July 12, 2010
Senior secured revolving credit facility	$	—	$	—	$	—	$	—	$	—
Senior secured second lien notes		15,358		36,474		5,195		—		—
Predecessor senior credit facility		—		—		—		797		2,338
Amortization of debt issuance costs and discount on notes		925		2,169		278		155		488
Interest rate swap agreements		—		—		—		1,743		3,113
Capital lease obligations		1,117		2,579		434		782		2,318
Financing method sale-leaseback transactions(1)		101		101		—		—		—
Letter of credit fees and other		315		888		73		115		360
	$	17,816	$	42,211	$	5,980	$	3,592	$	8,617

(1) See Note 8.

As of August 15, 2011 and January 31, 2011, accrued interest was $5,601 and $3,147, respectively, which is included in other current liabilities in our accompanying unaudited Condensed Consolidated Balance Sheets.

13

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

CKE Holdings, Inc. Senior Unsecured PIK Toggle Notes

On March 14, 2011, CKE Holdings, Inc. issued $200,000 aggregate principal amount of senior unsecured PIK toggle notes due March 14, 2016 (the “Parent Notes”). The Parent Notes were issued with an original issue discount of 1.885%, or $3,770. The interest on the Parent Notes can be paid (1) entirely in cash, at a rate of 10.50% (“Cash Interest”), (2) entirely by increasing the principal amount of the note or by issuing new notes for the entire amount of the interest payment, at a rate per annum equal to the cash interest rate of 10.50% plus 0.75% (“PIK Interest”) or (3) with a 25%/75%, 50%/50% or 75%/25% combination of Cash Interest and PIK Interest. Pursuant to the indenture governing the Parent Notes, Parent paid the September 15, 2011 interest payment entirely in PIK Interest. Parent will also pay the March 15, 2012 interest payment entirely in PIK Interest. We have not guaranteed the Parent Notes, nor have we pledged any of our assets or stock as collateral for the Parent Notes. As a result, we have not reflected the Parent Notes in our unaudited Condensed Consolidated Financial Statements.

NOTE 8 — SALE-LEASEBACK TRANSACTIONS

During the twelve and twenty-eight weeks ended August 15, 2011, we entered into agreements with independent third parties under which we sold and leased back five Carl’s Jr. and six Hardee’s restaurant properties. The initial minimum lease terms are 20 years, and the leases include renewal options and right of first offer provisions that, for accounting purposes, constitute continuing involvement with the associated restaurant properties. Due to this continuing involvement, these sale-leaseback transactions are accounted for under the financing method, rather than as completed sales. Under the financing method, we include the net sales proceeds received in other long-term liabilities until our continuing involvement with the properties is terminated, report the associated property as owned assets, continue to depreciate the assets over their remaining useful lives, and record the rental payments as interest expense. When and if our continuing involvement with a property terminates and the sale of that property is recognized for accounting purposes, we expect to record a gain equal to the excess of the net proceeds received over the remaining net book value of the associated restaurant property.

During the twenty-eight weeks ended August 15, 2011, we received net proceeds of $16,027 in connection with these transactions, which are included in other long-term liabilities in our accompanying unaudited Condensed Consolidated Balance Sheet as of August 15, 2011. The net book value of the associated assets was $11,986, which is included in property and equipment, net of accumulated depreciation and amortization in our accompanying unaudited Condensed Consolidated Balance Sheet as of August 15, 2011. The net proceeds received exceeded the net book value of the associated restaurant properties by $4,041 as of August 15, 2011.

Our future minimum cash obligations associated with these transactions from August 16, 2011 through January 31, 2012, for fiscal 2013, 2014, 2015, 2016, 2017 and thereafter are $568, $1,135, $1,135, $1,135, $1,135, $1,199 and $19,963, respectively.

NOTE 9 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents information on our financial instruments as of:

	Successor
	August 15, 2011				January 31, 2011
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	$	38,258	$	38,258	$	42,586	$	42,586
Notes receivable		2,438		2,474		4,681		4,619
Financial liabilities:
Bank indebtedness and other long-term debt, including current portion		550,621		588,391		590,016		676,005

14

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

The fair value of cash and cash equivalents approximates its carrying amount due to its short maturity. The estimated fair value of notes receivable was determined by discounting future cash flows using current rates at which similar loans might be made to borrowers with similar credit ratings. The estimated fair value of the Notes was determined by using estimated market prices of our outstanding Notes. For all other long-term debt, the estimated fair value was determined by discounting future cash flows using rates currently available to us for debt with similar terms and remaining maturities.

Our non-financial assets, which include long-lived assets, including goodwill, intangible assets, property and equipment and capital lease assets, are reported at carrying value and are not required to be measured at fair value on a recurring basis. However, on a periodic basis, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, we assess our long-lived assets for impairment. When impairment has occurred, such long-lived assets are written down to fair value.

NOTE 10 — COMMITMENTS AND CONTINGENT LIABILITIES

Lease Commitments

Under various past and present refranchising programs, we have sold restaurants to franchisees, some of which were on leased sites. We entered into sublease agreements with these franchisees but remained principally liable for the lease obligations. We account for the sublease payments received as franchising rental income in franchised and licensed restaurants and other revenue, and the payments on the leases as rental expense in franchised and licensed restaurants and other expense, in our Condensed Consolidated Statements of Operations. As of August 15, 2011, the present value of the lease obligations under the remaining master leases’ primary terms is $123,257. Franchisees may, from time to time, experience financial hardship and may cease payment on their sublease obligations to us. The present value of the exposure to us from franchisees characterized as under financial hardship is $3,511.

Letters of Credit

Pursuant to our Credit Facility, we may borrow up to $100,000 for senior secured revolving facility loans, swingline loans and letters of credit (see Note 7). We have several standby letters of credit outstanding under our Credit Facility, which primarily secure our potential workers’ compensation, general and auto liability obligations. We are required to provide letters of credit each year, or set aside a comparable amount of cash or investment securities in a trust account, based on our existing claims experience. As of August 15, 2011, we had outstanding letters of credit of $31,913, expiring at various dates through August 2012.

Unconditional Purchase Obligations

As of August 15, 2011, we had unconditional purchase obligations in the amount of $89,398, which consisted primarily of contracts for goods and services related to restaurant operations and contractual commitments for marketing and sponsorship arrangements.

Employment Agreements

We entered into employment agreements with certain key executives (the “Employment Agreements”), dated July 12, 2010. Pursuant to the terms of the Employment Agreements, each executive is entitled to receive certain retention bonus payments that will be paid out over the next two to three years, in accordance with such executive’s Employment Agreement. In addition, each executive will be entitled to payments that may be triggered by the termination of employment under certain circumstances, as set forth in each Employment Agreement. If certain provisions are triggered, our Chief Executive Officer shall be entitled to receive an amount equal to his minimum base salary multiplied by six and our President and Chief Legal Officer and our Chief Financial Officer shall each be entitled to receive an amount equal to his respective minimum base salary multiplied by three plus a pro-rata portion of his then-current year bonus. The affected executive may also be entitled to receive a portion of his retention bonus. If all payment provisions of the Employment Agreements had been triggered as of August 15, 2011, we would have been required to make cash payments of approximately $13,279.

15

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

Litigation

We are currently involved in legal disputes related to employment claims, real estate claims and other business disputes. As of August 15, 2011, our accrued liability for litigation contingencies with a probable likelihood of loss was $2,140, with an expected range of losses from $2,140 to $9,940. With respect to employment matters, our most significant legal disputes relate to employee meal and rest break disputes, and wage and hour disputes. Several potential class action lawsuits have been filed in the State of California, regarding such employment matters, each of which is seeking injunctive relief and monetary compensation on behalf of current and former employees. The Company intends to vigorously defend against all claims in these lawsuits; however, we are presently unable to predict the ultimate outcome of these actions. As of August 15, 2011, we estimated the contingent liability of those losses related to litigation claims that are not accrued, but that we believe are reasonably possible to result in an adverse outcome and for which a range of loss can be reasonably estimated, to be in the range of $2,555 to $12,780. In addition, we are involved in legal matters where the likelihood of loss has been judged to be reasonably possible, but for which a range of the potential loss cannot be reasonably estimated.

NOTE 11 — SHARE-BASED COMPENSATION

Total share-based compensation expense and associated tax benefits recognized were as follows:

	Successor						Predecessor
	Twelve Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 15, 2011		Four Weeks  Ended August 9, 2010		Eight Weeks  Ended July 12, 2010		Twenty-Four Weeks  Ended July 12, 2010
Share-based compensation expense related to restricted stock awards that contain market or performance conditions	$	—	$	—	$	—	$	184	$	717
Share-based compensation expense related to the acceleration of vesting of stock options and awards in connection with the Merger		—		—		10,587		1,521		1,521
Share-based compensation expense related to Units that contain performance conditions		480		1,247		—		—		—
All other share-based compensation expense		519		1,221		174		818		2,472
Total share-based compensation expense	$	999	$	2,468	$	10,761	$	2,523	$	4,710
Associated tax benefits	$	—	$	—	$	—	$	1,138	$	1,804

Successor

In connection with the Merger, certain affiliates of Apollo Management, certain members of our senior management team and our board of directors formed Apollo CKE Holdings, L.P., a limited partnership (the “Partnership”) to fund the equity contribution to CKE Restaurants, Inc. The Partnership also granted 5,108,333 profit sharing interests (“Units”) in the Partnership to certain of our senior management team and directors in the form of time vesting and performance vesting Units. Under certain circumstances, a portion of the Units may become subject to both performance and market conditions. We recorded $999, $2,468 and $174 of share-based compensation expense related to the Units for the twelve and twenty-eight weeks ended August 15, 2011 and the four weeks ended August 9, 2010, respectively. The maximum unrecognized compensation cost for the time and performance vesting Units was $12,829 as of August 15, 2011.

In connection with the Merger, the vesting of all outstanding unvested options and restricted stock awards was accelerated immediately prior to closing. As a result of the acceleration, we recorded $10,587 in share-based compensation expense during the four weeks ended August 9, 2010 within general and administrative expense in our accompanying unaudited Condensed Consolidated Statement of Operations related to the post-Merger service period for certain stock options and awards (see also Predecessor below).

16

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

Predecessor

We had various share-based compensation plans (“Predecessor Plans”) that provided restricted stock awards and stock options for certain employees, non-employee directors and external service providers to acquire shares of our common stock. In connection with the Merger, we recorded $1,521 in stock compensation expense related to the acceleration of options and restricted stock awards from the Predecessor Plans during the eight and twenty-four weeks ended July 12, 2010.

NOTE 12 — FACILITY ACTION CHARGES, NET

The components of facility action charges, net are as follows:

	Successor								Predecessor
	Twelve Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 15, 2011			Four Weeks Ended August 9, 2010		Eight Weeks Ended July 12, 2010			Twenty-Four Weeks  Ended July 12, 2010
Estimated liability for new restaurant closures	$	—		$	133		$	—	$	—		$	363
Adjustments to estimated liability for closed restaurants		72			564			34		(13	)		60
Impairment of assets classified as held for sale		—			—			—		—			156
Impairment of assets classified as held and used		192			250			—		158			161
(Gain) loss on sales of restaurants and surplus properties, net		(460	)		(758	)		62		(486	)		(348	)
Amortization of discount related to estimated liability for closed restaurants		126			252			41		68			198
	$	(70	)	$	441		$	137	$	(273	)	$	590

During the twelve weeks and twenty-eight weeks ended August 15, 2011, we received cash of $250 and $500, respectively, and recorded a gain of $250 and $421, respectively, (included above) in connection with an agreement to terminate a restaurant lease.

We evaluate our restaurant-level long-lived assets for impairment whenever events or circumstances indicate that the carrying value of assets may be impaired. We determine whether the assets are recoverable by comparing the undiscounted future cash flows that we expect to generate from their use and disposal to their carrying value. Restaurant-level assets that are not deemed to be recoverable are written down to their estimated fair value, which is determined by assessing the highest and best use of the assets and the amounts that would be received for such assets in an orderly transaction between market participants. The determination of fair value is dependent upon level 3 significant unobservable inputs.

17

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

Impairment charges recognized in facility action charges, net were recorded against the following asset categories:

	Successor						Predecessor
	Twelve Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 15, 2011		Four Weeks Ended August 9, 2010		Eight Weeks Ended July 12, 2010		Twenty-Four Weeks  Ended July 12, 2010
Property and equipment:
Carl’s Jr.	$	—	$	—	$	—	$	46	$	49
Hardee’s		192		250		—		98		254
		192		250		—		144		303
Property under capital leases:
Carl’s Jr.		—		—		—		14		14
Hardee’s		—		—		—		—		—
		—		—		—		14		14
Total:
Carl’s Jr.		—		—		—		60		63
Hardee’s		192		250		—		98		254
	$	192	$	250	$	—	$	158	$	317

NOTE 13 — INCOME TAXES

Income tax (benefit) expense consisted of the following:

	Successor									Predecessor
	Twelve Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 15, 2011			Four Weeks Ended August 9, 2010			Eight Weeks Ended July 12, 2010		Twenty-Four Weeks Ended July 12, 2010
Federal and state income taxes	$	(760	)	$	(2,672	)	$	(5,818	)	$	9,837	$	7,173
Foreign income taxes		446			937			81			204		599
Income tax (benefit) expense	$	(314	)	$	(1,735	)	$	(5,737	)	$	10,041	$	7,772

Our effective income tax rate for the Successor twelve and twenty-eight weeks ended August 15, 2011 differs from the federal statutory rate primarily as a result of non-deductible share-based compensation expense, state income taxes and federal income tax credits. Our effective income tax rate for the Successor four weeks ended August 9, 2010 differs from the federal statutory rate primarily as a result of non-deductible transaction-related costs and share-based compensation expense. Our effective income tax rate for the Predecessor eight and twenty-four weeks ended July 12, 2010 differs from the federal statutory rate primarily as a result of non-deductible transaction-related costs, state income taxes and certain expenses that are non-deductible for income tax purposes.

We had $2,776 of tax benefits as of January 31, 2011, that, if recognized, would affect our effective income tax rate. There were no material changes in the unrecognized tax benefits during the twenty-eight weeks ended August 15, 2011. We believe that it is reasonably possible that decreases in unrecognized tax benefits of up to $565 may be necessary within twelve months as a result of statutes closing on such items. In addition, we believe that it is reasonably possible that our unrecognized tax benefits may increase as a result of tax positions that may be taken during fiscal 2012 and 2013.

As of August 15, 2011, we maintained a valuation allowance of $10,667 for state capital loss carryforwards and certain state net operating loss and income tax credit carryforwards. Realization of the tax benefit of such deferred income tax assets may remain uncertain for the foreseeable future, since they are subject to various limitations and may only be used to offset income of certain entities or of a certain character.

18

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

NOTE 14 — SEGMENT INFORMATION

We are principally engaged in developing, operating, franchising and licensing our Carl’s Jr. and Hardee’s quick-service restaurant concepts, each of which is considered an operating segment that is managed and evaluated separately. The accounting policies of the segments are the same as those described in our summary of significant accounting policies (see Note 1 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2011).

	Successor									Predecessor
	Twelve Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 15, 2011			Four Weeks Ended August 9, 2010			Eight Weeks Ended July 12, 2010			Twenty-Four Weeks  Ended July 12, 2010
Revenue:
Carl’s Jr.	$	152,314		$	358,448		$	49,575		$	122,457		$	383,234
Hardee’s		147,234			341,450			47,399			94,366			268,523
Other		181			414			55			111			362
Total	$	299,729		$	700,312		$	97,029		$	216,934		$	652,119
Segment income:
Carl’s Jr.	$	20,682		$	48,103		$	7,651		$	14,156		$	45,280
Hardee’s		26,165			60,007			9,034			18,516			47,693
Other		109			242			31			61			208
Total		46,956			108,352			16,716			32,733			93,181
Less: General and administrative expense		(29,346	)		(70,306	)		(19,728	)		(20,388	)		(59,859	)
Less: Facility action charges, net		70			(441	)		(137	)		273			(590	)
Less: Other operating expenses, net		(194	)		(545	)		(19,661	)		(3,681	)		(10,249	)
Operating income (loss)		17,486			37,060			(22,810	)		8,937			22,483
Interest expense		(17,816	)		(42,211	)		(5,980	)		(3,592	)		(8,617	)
Other (expense) income, net		(2,215	)		(1,416	)		165			274			(13,609	)
(Loss) income before income taxes	$	(2,545	)	$	(6,567	)	$	(28,625	)	$	5,619		$	257
Depreciation and amortization:
Depreciation and amortization included in segment income:
Carl’s Jr.	$	8,655		$	20,579		$	2,793		$	5,139		$	15,586
Hardee’s		9,411			21,466			2,794			5,323			16,214
Other		—			—			—			—			—
Other depreciation and amortization(1)		839			1,798			335			597			1,903
Total depreciation and amortization	$	18,905		$	43,843		$	5,922		$	11,059		$	33,703
	Successor
	August 15, 2011			January 31, 2011
Total assets:
Carl’s Jr.	$	758,536		$	779,306
Hardee’s		651,279			648,813
Other		61,793			68,047
Total	$	1,471,608		$	1,496,166

(1) Represents depreciation and amortization excluded from the computation of segment income.

19

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

NOTE 15 — RELATED PARTY TRANSACTIONS

Transactions with Apollo Management

Pursuant to our management services agreement with Apollo Management and in exchange for on-going investment banking, management, consulting and financial planning services that will be provided to us, we are obligated to pay Apollo Management an aggregate annual management fee of $2,500, which may be increased at Apollo Management’s sole discretion up to an amount equal to two percent of our Adjusted EBITDA, as defined in our Credit Facility. We recorded $575, $1,342 and $62 in management fees, which are included in general and administrative expense in our accompanying unaudited Condensed Consolidated Statements of Operations for the Successor twelve and twenty-eight weeks ended August 15, 2011 and Successor four weeks ended August 9, 2010, respectively.

In addition, pursuant to our management services agreement, Apollo Management received on the closing date cash consideration of $10,020 for services and reimbursable expenses in connection with the Merger. We recorded $5,010 of these costs to other operating expenses, net in our Condensed Consolidated Statement of Operations during the Successor four weeks ended August 9, 2010 and capitalized $5,010 to debt issuance costs.

Transactions with Successor Board of Directors

Certain members of our Successor Board of Directors are also our franchisees. These franchisees regularly pay royalties and purchase equipment and other products from us on the same terms and conditions as our other franchisees. During the Successor twenty-eight weeks ended August 15, 2011, total revenue generated from related party franchisees was $3,641, which is included in franchised and licensed restaurants and other revenue in our accompanying unaudited Condensed Consolidated Statement of Operations. As of August 15, 2011 and January 31, 2011, our related party trade receivables from franchisees were $73 and $216, respectively.

During the Successor four weeks ended August 9, 2010, total revenue generated from related party franchisees was $458, which is included in franchised and licensed restaurants and other revenue in our accompanying unaudited Condensed Consolidated Statement of Operations.

Transactions with Predecessor Board of Directors

Certain members of our Predecessor Board of Directors were also our franchisees. These franchisees regularly paid royalties and purchased food, equipment and other products from us on the same terms and conditions as our other franchisees. During the Predecessor twenty-four weeks ended July 12, 2010, total revenue generated from related party franchisees was $36,775, which is included in franchised and licensed restaurants and other revenue in our accompanying unaudited Condensed Consolidated Statement of Operations.

We leased one restaurant property from a Partnership, which was a related party of a member of our Predecessor Board of Directors. During the twenty-four weeks ended July 12, 2010, we made lease payments of $90 related to this lease.

20

CKE RESTAURANTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

NOTE 16 — SUPPLEMENTAL CASH FLOW INFORMATION

	Successor					Predecessor
	Twenty-Eight Weeks Ended August 15, 2011			Four Weeks  Ended August 9, 2010		Twenty-Four Weeks  Ended July 12, 2010
Cash paid for:
Interest, net of amounts capitalized	$	37,369		$	15,792	$	8,299
Income taxes (received) paid, net		(326	)		69		530
Non-cash investing and financing activities:
Proceeds receivable from sale of Distribution Center assets		—			—		1,992
Capital lease obligations incurred to acquire assets		2,456			26		4,179
Accrued property and equipment purchases		3,983			4,870		4,593

During the twenty-eight weeks ended August 15, 2011, we recorded a non-cash transaction to acquire three Hardee’s restaurants from one of our franchisees for an aggregate purchase price of $1,500. The entire purchase price was applied as a reduction of outstanding promissory notes due to the Company. See Note 5 for additional discussion.

21

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of financial statements with a narrative from the perspective of management on the financial condition, results of operations, liquidity and certain other factors that may affect future results. MD&A is presented in the following sections:

• Overview

• Operating Review

• Liquidity and Capital Resources

• Critical Accounting Policies

• Significant Known Events, Trends, or Uncertainties Expected to Impact Fiscal 2012 Comparisons with Fiscal 2011

• New Accounting Pronouncements Not Yet Adopted and Adoption of New Accounting Pronouncements

• Presentation of Non-GAAP Measures

• Certain Financial Information of CKE Holdings, Inc.

The MD&A should be read in conjunction with the unaudited Condensed Consolidated Financial Statements contained herein and the CKE Restaurants, Inc. Annual Report on Form 10-K for the fiscal year ended January 31, 2011.

Overview

CKE Restaurants, Inc. (“CKE”), through its wholly-owned subsidiaries is an international owner, operator and franchisor of quick-service restaurants (“QSR”), operating principally under the Carl’s Jr.^®, Hardee’s^®, Green Burrito^® and Red Burrito^® concepts. Carl’s Jr. restaurants are primarily located in the Western and Southwestern United States. Hardee’s restaurants are primarily located throughout the Southeastern and Midwestern United States. Green Burrito restaurants are primarily located in dual-branded Carl’s Jr. restaurants. The Red Burrito concept is located in dual-branded Hardee’s restaurants.

On July 12, 2010, CKE completed a merger with Columbia Lake Acquisition Corp. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of CKE Holdings, Inc. (“Parent”), a Delaware corporation, providing for the merger of Merger Sub with and into CKE (the “Merger”), with CKE surviving the Merger as a wholly-owned subsidiary of Parent, pursuant to the Agreement and Plan of Merger, dated April 18, 2010 (“Merger Agreement”). Parent is indirectly controlled by investment entities managed by Apollo Management VII, L.P. (“Apollo Management”). As a result of the Merger, shares of CKE common stock ceased to be traded on the New York Stock Exchange after the close of market on July 12, 2010.

The aggregate consideration for all equity securities of the Company was $704,065, including $10,587 of post-combination share-based compensation expense, and the total debt assumed and refinanced in connection with the Merger was $270,487. The Merger was funded by (i) equity contributions from affiliates of Apollo Management of $436,645, (ii) equity contributions from our senior management of $13,355, (iii) proceeds of $588,510 from the issuance of $600,000 senior secured second lien notes (the “Notes”), and (iv) a senior secured revolving credit facility of $100,000 (the “Credit Facility”), which was undrawn at closing.

The aforementioned transactions, including the Merger and payment of costs related to these transactions, are collectively referred to as the “Transactions.”

For the purposes of presentation and disclosure, all references to “Predecessor” relate to CKE and its consolidated subsidiaries for periods prior to the Merger. All references to “Successor” relate to CKE and its consolidated subsidiaries merged with Merger Sub for periods subsequent to the Merger. References to “we”, “us”, “our” and the “Company” relate to the Predecessor for the periods prior to the Merger and to the Successor for periods subsequent to the Merger.

22

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

We have prepared our discussion of the results of operations by comparing the Successor twelve weeks ended August 15, 2011 to the combined results of operations for the Successor four weeks ended August 9, 2010 and Predecessor eight weeks ended July 12, 2010. Similarly, we have prepared our discussion of the results of operations and cash flows by comparing the Successor twenty-eight weeks ended August 15, 2011 to the combined results of operations and cash flows for the Successor four weeks ended August 9, 2010 and Predecessor twenty-four weeks ended July 12, 2010. Although this combined presentation does not comply with accounting principles generally accepted in the United States (“GAAP”), we believe that it provides a meaningful method of comparison. The combined operating results have not been prepared on a pro forma basis under applicable regulations and may not reflect the actual results we would have achieved absent the Transactions and may not be predictive of future results of operations.

Operating Review

The following tables present the change in our restaurant portfolios, consolidated and by brand, for the trailing-13 periods ended August 15, 2011:

	Company- operated			Franchised			Licensed			Total
Consolidated:
Open at August 9, 2010		896			1,906			347			3,149
New		7			38			46			91
Closed		(13	)		(21	)		(4	)		(38	)
Divested		—			(3	)		—			(3	)
Acquired		3			—			—			3
Open at August 15, 2011		893			1,920			389			3,202
	Company- operated			Franchised			Licensed			Total
Carl’s Jr.:
Open at August 9, 2010		423			673			143			1,239
New		6			20			27			53
Closed		(4	)		(9	)		(1	)		(14	)
Divested		—			—			—			—
Acquired		—			—			—			—
Open at August 15, 2011		425			684			169			1,278
	Company- operated			Franchised			Licensed			Total
Hardee’s:
Open at August 9, 2010		472			1,222			204			1,898
New		1			18			19			38
Closed		(8	)		(11	)		(3	)		(22	)
Divested		—			(3	)		—			(3	)
Acquired		3			—			—			3
Open at August 15, 2011		468			1,226			220			1,914

23

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Consolidated Fiscal Quarter

	Successor			Successor/ Predecessor			Successor			Predecessor
	Twelve Weeks Ended August 15, 2011			Twelve Weeks Ended August  9, 2010			Four Weeks Ended August 9, 2010			Eight Weeks Ended July 12, 2010
Revenue:
Company-operated restaurants	$	262,991		$	255,477		$	85,951		$	169,526
Franchised and licensed restaurants and other		36,738			58,486			11,078			47,408
Total revenue		299,729			313,963			97,029			216,934
Operating costs and expenses:
Restaurant operating costs		218,934			209,216			70,203			139,013
Franchised and licensed restaurants and other		18,440			40,620			5,262			35,358
Advertising		15,399			14,678			4,848			9,830
General and administrative		29,346			40,116			19,728			20,388
Facility action charges, net		(70	)		(136	)		137			(273	)
Other operating expenses, net		194			23,342			19,661			3,681
Total operating costs and expenses		282,243			327,836			119,839			207,997
Operating income (loss)		17,486			(13,873	)		(22,810	)		8,937
Interest expense		(17,816	)		(9,572	)		(5,980	)		(3,592	)
Other (expense) income, net		(2,215	)		439			165			274
(Loss) income before income taxes		(2,545	)		(23,006	)		(28,625	)		5,619
Income tax (benefit) expense		(314	)		4,304			(5,737	)		10,041
Net loss	$	(2,231	)	$	(27,310	)	$	(22,888	)	$	(4,422	)
Company-operated restaurant-level adjusted EBITDA(1):
Company-operated restaurants revenue	$	262,991		$	255,477		$	85,951		$	169,526
Less: restaurant operating costs		(218,934	)		(209,216	)		(70,203	)		(139,013	)
Add: depreciation and amortization expense		16,387			15,068			5,032			10,036
Less: advertising expense		(15,399	)		(14,678	)		(4,848	)		(9,830	)
Company-operated restaurant-level adjusted EBITDA	$	45,045		$	46,651		$	15,932		$	30,719
Company-operated restaurant-level adjusted EBITDA margin		17.1	%		18.3	%		18.5	%		18.1	%
Franchise restaurant adjusted EBITDA(1):
Franchised and licensed restaurants and other revenue	$	36,738		$	58,486		$	11,078		$	47,408
Less: franchised and licensed restaurants and other expense		(18,440	)		(40,620	)		(5,262	)		(35,358	)
Add: depreciation and amortization expense		1,679			981			555			426
Franchise restaurant adjusted EBITDA	$	19,977		$	18,847		$	6,371		$	12,476

(1) Refer to definitions of company-operated restaurant-level non-GAAP measures and franchise restaurant adjusted EBITDA under the heading “Presentation of Non-GAAP Measures” in this Item 2.

24

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Consolidated Year to Date

	Successor			Successor/ Predecessor			Successor			Predecessor
	Twenty-Eight Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 9, 2010			Four Weeks Ended August 9, 2010			Twenty-Four Weeks  Ended July 12, 2010
Revenue:
Company-operated restaurants	$	614,595		$	586,482		$	85,951		$	500,531
Franchised and licensed restaurants and other		85,717			162,666			11,078			151,588
Total revenue		700,312			749,148			97,029			652,119
Operating costs and expenses:
Restaurant operating costs		512,182			484,374			70,203			414,171
Franchised and licensed restaurants and other		44,318			120,382			5,262			115,120
Advertising		35,460			34,495			4,848			29,647
General and administrative		70,306			79,587			19,728			59,859
Facility action charges, net		441			727			137			590
Other operating expenses, net		545			29,910			19,661			10,249
Total operating costs and expenses		663,252			749,475			119,839			629,636
Operating income (loss)		37,060			(327	)		(22,810	)		22,483
Interest expense		(42,211	)		(14,597	)		(5,980	)		(8,617	)
Other (expense) income, net		(1,416	)		(13,444	)		165			(13,609	)
(Loss) income before income taxes		(6,567	)		(28,368	)		(28,625	)		257
Income tax (benefit) expense		(1,735	)		2,035			(5,737	)		7,772
Net loss	$	(4,832	)	$	(30,403	)	$	(22,888	)	$	(7,515	)
Company-operated restaurant-level adjusted EBITDA(1):
Company-operated restaurants revenue	$	614,595		$	586,482		$	85,951		$	500,531
Less: restaurant operating costs		(512,182	)		(484,374	)		(70,203	)		(414,171	)
Add: depreciation and amortization expense		37,987			35,444			5,032			30,412
Less: advertising expense		(35,460	)		(34,495	)		(4,848	)		(29,647	)
Company-operated restaurant-level adjusted EBITDA	$	104,940		$	103,057		$	15,932		$	87,125
Company-operated restaurant-level adjusted EBITDA margin		17.1	%		17.6	%		18.5	%		17.4	%
Franchise restaurant adjusted EBITDA(1):
Franchised and licensed restaurants and other revenue	$	85,717		$	162,666		$	11,078		$	151,588
Less: franchised and licensed restaurants and other expense		(44,318	)		(120,382	)		(5,262	)		(115,120	)
Add: depreciation and amortization expense		4,058			1,943			555			1,388
Franchise restaurant adjusted EBITDA	$	45,457		$	44,227		$	6,371		$	37,856

(1) Refer to definitions of company-operated restaurant-level non-GAAP measures and franchise restaurant adjusted EBITDA under the heading “Presentation of Non-GAAP Measures” in this Item 2.

25

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Carl’s Jr. Fiscal Quarter

	Successor			Successor/ Predecessor			Successor			Predecessor
	Twelve Weeks Ended August 15, 2011			Twelve Weeks Ended August  9, 2010			Four Weeks Ended August 9, 2010			Eight Weeks Ended July 12, 2010
Company-operated restaurants revenue	$	138,370		$	134,245		$	45,145		$	89,100
Franchised and licensed restaurants and other revenue		13,944			37,787			4,430			33,357
Total revenue		152,314			172,032			49,575			122,457
Restaurant operating costs:
Food and packaging		41,384			39,198			13,030			26,168
Payroll and other employee benefits		39,039			37,700			12,448			25,252
Occupancy and other		35,379			33,739			11,279			22,460
Total restaurant operating costs		115,802			110,637			36,757			73,880
Franchised and licensed restaurants and other expense		7,508			31,453			2,418			29,035
Advertising expense		8,322			8,135			2,749			5,386
General and administrative expense		14,309			18,768			9,205			9,563
Facility action charges, net		(169	)		177			40			137
Gain on sale of Distribution Center assets		—			(3,442	)		—			(3,442	)
Operating income (loss)	$	6,542		$	6,304		$	(1,594	)	$	7,898
Company-operated average unit volume (trailing-52 weeks)	$	1,396		$	1,389
Franchise-operated average unit volume (trailing-52 weeks)	$	1,096		$	1,103
Company-operated same-store sales increase (decrease)		2.0	%		(7.4	)%
Franchise-operated same-store sales decrease		(0.5	)%		(5.0	)%
Company-operated same-store transaction decrease		(0.1	)%		(5.0	)%
Company-operated average check (actual $)	$	7.08		$	6.89
Restaurant operating costs as a percentage of company-operated restaurants revenue:
Food and packaging		29.9	%		29.2	%
Payroll and other employee benefits		28.2	%		28.1	%
Occupancy and other		25.6	%		25.1	%
Total restaurant operating costs		83.7	%		82.4	%
Advertising expense as a percentage of company-operated restaurants revenue		6.0	%		6.1	%
Company-operated restaurant-level adjusted EBITDA(1):
Company-operated restaurants revenue	$	138,370		$	134,245		$	45,145		$	89,100
Less: restaurant operating costs		(115,802	)		(110,637	)		(36,757	)		(73,880	)
Add: depreciation and amortization expense		7,891			7,456			2,527			4,929
Less: advertising expense		(8,322	)		(8,135	)		(2,749	)		(5,386	)
Company-operated restaurant-level adjusted EBITDA	$	22,137		$	22,929		$	8,166		$	14,763
Company-operated restaurant-level adjusted EBITDA margin		16.0	%		17.1	%		18.1	%		16.6	%
Franchise restaurant adjusted EBITDA(1):
Franchised and licensed restaurants and other revenue	$	13,944		$	37,787		$	4,430		$	33,357
Less: franchised and licensed restaurants and other expense		(7,508	)		(31,453	)		(2,418	)		(29,035	)
Add: depreciation and amortization expense		764			476			266			210
Franchise restaurant adjusted EBITDA	$	7,200		$	6,810		$	2,278		$	4,532

(1) Refer to definitions of company-operated restaurant-level non-GAAP measures and franchise restaurant adjusted EBITDA under the heading “Presentation of Non-GAAP Measures” in this Item 2.

26

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Carl’s Jr. Year to Date

	Successor			Successor/ Predecessor			Successor			Predecessor
	Twenty-Eight Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 9, 2010			Four Weeks Ended August 9, 2010			Twenty-Four Weeks  Ended July 12, 2010
Company-operated restaurants revenue	$	326,658		$	316,524		$	45,145		$	271,379
Franchised and licensed restaurants and other revenue		31,790			116,285			4,430			111,855
Total revenue		358,448			432,809			49,575			383,234
Restaurant operating costs:
Food and packaging		98,940			92,785			13,030			79,755
Payroll and other employee benefits		92,718			89,276			12,448			76,828
Occupancy and other		81,697			77,995			11,279			66,716
Total restaurant operating costs		273,355			260,056			36,757			223,299
Franchised and licensed restaurants and other expense		17,493			100,453			2,418			98,035
Advertising expense		19,497			19,369			2,749			16,620
General and administrative expense		33,608			37,728			9,205			28,523
Facility action charges, net		190			208			40			168
Gain on sale of Distribution Center assets		—			(3,442	)		—			(3,442	)
Operating income (loss)	$	14,305		$	18,437		$	(1,594	)	$	20,031
Company-operated same-store sales increase (decrease)		2.0	%		(6.6	)%
Franchise-operated same-store sales decrease		0.0	%		(4.2	)%
Company-operated same-store transaction decrease		(0.1	)%		(4.3	)%
Company-operated average check (actual $)	$	7.02		$	6.83
Restaurant operating costs as a percentage of company-operated restaurants revenue:
Food and packaging		30.3	%		29.3	%
Payroll and other employee benefits		28.4	%		28.2	%
Occupancy and other		25.0	%		24.6	%
Total restaurant operating costs		83.7	%		82.2	%
Advertising expense as a percentage of company-operated restaurants revenue		6.0	%		6.1	%
Company-operated restaurant-level adjusted EBITDA(1):
Company-operated restaurants revenue	$	326,658		$	316,524		$	45,145		$	271,379
Less: restaurant operating costs		(273,355	)		(260,056	)		(36,757	)		(223,299	)
Add: depreciation and amortization expense		18,727			17,361			2,527			14,834
Less: advertising expense		(19,497	)		(19,369	)		(2,749	)		(16,620	)
Company-operated restaurant-level adjusted EBITDA	$	52,533		$	54,460		$	8,166		$	46,294
Company-operated restaurant-level adjusted EBITDA margin		16.1	%		17.2	%		18.1	%		17.1	%
Franchise restaurant adjusted EBITDA(1):
Franchised and licensed restaurants and other revenue	$	31,790		$	116,285		$	4,430		$	111,855
Less: franchised and licensed restaurants and other expense		(17,493	)		(100,453	)		(2,418	)		(98,035	)
Add: depreciation and amortization expense		1,852			1,018			266			752
Franchise restaurant adjusted EBITDA	$	16,149		$	16,850		$	2,278		$	14,572

(1) Refer to definitions of company-operated restaurant-level non-GAAP measures and franchise restaurant adjusted EBITDA under the heading “Presentation of Non-GAAP Measures” in this Item 2.

27

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Hardee’s Fiscal Quarter

	Successor			Successor/ Predecessor			Successor			Predecessor
	Twelve Weeks Ended August 15, 2011			Twelve Weeks Ended August  9, 2010			Four Weeks Ended August 9, 2010			Eight Weeks Ended July 12, 2010
Company-operated restaurants revenue	$	124,575		$	121,182		$	40,790		$	80,392
Franchised and licensed restaurants and other revenue		22,659			20,583			6,609			13,974
Total revenue		147,234			141,765			47,399			94,366
Restaurant operating costs:
Food and packaging		38,828			36,583			12,272			24,311
Payroll and other employee benefits		36,241			35,778			11,915			23,863
Occupancy and other		27,991			26,144			9,235			16,909
Total restaurant operating costs		103,060			98,505			33,422			65,083
Franchised and licensed restaurants and other expense		10,932			9,167			2,844			6,323
Advertising expense		7,077			6,543			2,099			4,444
General and administrative expense		15,037			21,325			10,523			10,802
Facility action charges, net		96			(313	)		97			(410	)
Operating income (loss)	$	11,032		$	6,538		$	(1,586	)	$	8,124
Company-operated average unit volume (trailing-52 weeks)	$	1,096		$	1,019
Franchise-operated average unit volume (trailing-52 weeks)	$	1,038		$	983
Company-operated same-store sales increase		2.5	%		6.8	%
Franchise-operated same-store sales increase		0.5	%		2.3	%
Company-operated same-store transaction (decrease) increase		(0.8	)%		3.3	%
Company-operated average check (actual $)	$	5.44		$	5.28
Restaurant operating costs as a percentage of company-operated restaurants revenue:
Food and packaging		31.2	%		30.2	%
Payroll and other employee benefits		29.1	%		29.5	%
Occupancy and other		22.5	%		21.6	%
Total restaurant operating costs		82.7	%		81.3	%
Advertising expense as a percentage of company-operated restaurants revenue		5.7	%		5.4	%
Company-operated restaurant-level adjusted EBITDA(1):
Company-operated restaurants revenue	$	124,575		$	121,182		$	40,790		$	80,392
Less: restaurant operating costs		(103,060	)		(98,505	)		(33,422	)		(65,083	)
Add: depreciation and amortization expense		8,496			7,612			2,505			5,107
Less: advertising expense		(7,077	)		(6,543	)		(2,099	)		(4,444	)
Company-operated restaurant-level adjusted EBITDA	$	22,934		$	23,746		$	7,774		$	15,972
Company-operated restaurant-level adjusted EBITDA margin		18.4	%		19.6	%		19.1	%		19.9	%
Franchise restaurant adjusted EBITDA(1):
Franchised and licensed restaurants and other revenue	$	22,659		$	20,583		$	6,609		$	13,974
Less: franchised and licensed restaurants and other expense		(10,932	)		(9,167	)		(2,844	)		(6,323	)
Add: depreciation and amortization expense		915			505			289			216
Franchise restaurant adjusted EBITDA	$	12,642		$	11,921		$	4,054		$	7,867

(1) Refer to definitions of company-operated restaurant-level non-GAAP measures and franchise restaurant adjusted EBITDA under the heading “Presentation of Non-GAAP Measures” in this Item 2.

28

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Hardee’s Year to Date

	Successor			Successor/ Predecessor			Successor			Predecessor
	Twenty-Eight Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 9, 2010			Four Weeks Ended August 9, 2010			Twenty-Four Weeks  Ended July 12, 2010
Company-operated restaurants revenue	$	287,825		$	269,833		$	40,790		$	229,043
Franchised and licensed restaurants and other revenue		53,625			46,089			6,609			39,480
Total revenue		341,450			315,922			47,399			268,523
Restaurant operating costs:
Food and packaging		90,145			81,114			12,272			68,842
Payroll and other employee benefits		84,182			82,413			11,915			70,498
Occupancy and other		64,328			60,613			9,235			51,378
Total restaurant operating costs		238,655			224,140			33,422			190,718
Franchised and licensed restaurants and other expense		26,825			19,929			2,844			17,085
Advertising expense		15,963			15,126			2,099			13,027
General and administrative expense		36,699			41,789			10,523			31,266
Facility action charges, net		247			466			97			369
Operating income (loss)	$	23,061		$	14,472		$	(1,586	)	$	16,058
Company-operated same-store sales increase		6.4	%		2.2	%
Franchise-operated same-store sales increase		3.7	%		0.9	%
Company-operated same-store transaction increase		1.3	%		1.0	%
Company-operated average check (actual $)	$	5.36		$	5.12
Restaurant operating costs as a percentage of company-operated restaurants revenue:
Food and packaging		31.3	%		30.1	%
Payroll and other employee benefits		29.2	%		30.5	%
Occupancy and other		22.3	%		22.5	%
Total restaurant operating costs		82.9	%		83.1	%
Advertising expense as a percentage of company-operated restaurants revenue		5.5	%		5.6	%
Company-operated restaurant-level adjusted EBITDA(1):
Company-operated restaurants revenue	$	287,825		$	269,833		$	40,790		$	229,043
Less: restaurant operating costs		(238,655	)		(224,140	)		(33,422	)		(190,718	)
Add: depreciation and amortization expense		19,260			18,083			2,505			15,578
Less: advertising expense		(15,963	)		(15,126	)		(2,099	)		(13,027	)
Company-operated restaurant-level adjusted EBITDA	$	52,467		$	48,650		$	7,774		$	40,876
Company-operated restaurant-level adjusted EBITDA margin		18.2	%		18.0	%		19.1	%		17.8	%
Franchise restaurant adjusted EBITDA(1):
Franchised and licensed restaurants and other revenue	$	53,625		$	46,089		$	6,609		$	39,480
Less: franchised and licensed restaurants and other expense		(26,825	)		(19,929	)		(2,844	)		(17,085	)
Add: depreciation and amortization expense		2,206			925			289			636
Franchise restaurant adjusted EBITDA	$	29,006		$	27,085		$	4,054		$	23,031

(1) Refer to definitions of company-operated restaurant-level non-GAAP measures and franchise restaurant adjusted EBITDA under the heading “Presentation of Non-GAAP Measures” in this Item 2.

29

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Carl’s Jr.

Company-Operated Restaurants Revenue

Revenue from company-operated Carl’s Jr. restaurants increased $4,125, or 3.1%, to $138,370 during the twelve weeks ended August 15, 2011, as compared to the twelve weeks ended August 9, 2010. This increase was primarily due to the 2.0% increase in company-operated same-store sales for the quarter and revenues generated from new company-operated restaurants opened since the end of the second quarter of fiscal 2011, partially offset by a decrease in revenues from restaurants closed since the end of the second quarter of fiscal 2011.

Revenue from company-operated Carl’s Jr. restaurants increased $10,134, or 3.2%, to $326,658 during the twenty-eight weeks ended August 15, 2011, as compared to the prior year period. This increase was primarily due to the 2.0% increase in company-operated same-store sales from the comparable prior year period and revenues generated from new company-operated restaurants opened since the end of the second quarter of fiscal 2011, partially offset by a decrease in revenues from restaurants closed since the end of the second quarter of fiscal 2011.

Company-Operated Restaurant-Level Adjusted EBITDA Margin

The changes in the company-operated restaurant-level adjusted EBITDA margin are summarized as follows:

	Twelve Weeks			Twenty-Eight Weeks
Company-operated restaurant-level adjusted EBITDA margin for the period ended August 9, 2010		17.1	%		17.2	%
Increase in food and packaging costs		(0.7	)		(1.0	)
Payroll and other employee benefits
Increase in workers’ compensation expense		(0.1	)		(0.4	)
Decrease in labor costs, excluding workers’ compensation		—			0.2
Occupancy and other (excluding depreciation and amortization):
Increase in property tax expense		(0.2	)		(0.1	)
Increase in banking and ATM costs		(0.2	)		(0.2	)
Increase in repairs and maintenance expense		—			0.2
Other, net		—			0.1
Advertising expense		0.1			0.1
Company-operated restaurant-level adjusted EBITDA margin for the period ended August 15, 2011		16.0	%		16.1	%

Food and Packaging Costs

Food and packaging costs increased as a percentage of company-operated restaurants revenue during the twelve and twenty-eight weeks ended August 15, 2011, as compared to the prior year periods, due primarily to increased commodity costs of beef, cheese, oil and pork products.

Labor Costs

Workers’ compensation expense increased as a percentage of company-operated restaurants revenue during the twenty-eight weeks ended August 15, 2011, as compared to the prior year period, due primarily to unfavorable claims reserve adjustments as a result of actuarial analyses of outstanding claims reserves in the current year period and favorable claims reserve adjustments in the comparable prior year period.

30

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Franchised and Licensed Restaurants

Carl’s Jr. Fiscal Quarter	Successor		Successor/ Predecessor		Successor		Predecessor
	Twelve Weeks Ended August 15, 2011		Twelve Weeks Ended August 9, 2010		Four Weeks Ended August 9, 2010		Eight Weeks Ended July 12, 2010
Franchised and licensed restaurants and other revenue:
Royalties	$	8,123	$	7,495	$	2,493	$	5,002
Distribution centers – food, packaging and supplies		—		25,018		—		25,018
Rent and other occupancy		5,267		4,988		1,844		3,144
Franchise fees		554		286		93		193
Total franchised and licensed restaurants and other revenue	$	13,944	$	37,787	$	4,430	$	33,357
Franchised and licensed restaurants and other expense:
Administrative expense (including provision for bad debts)	$	2,630	$	1,953	$	786	$	1,167
Distribution centers – food, packaging and supplies		—		25,051		—		25,051
Rent and other occupancy		4,878		4,449		1,632		2,817
Total franchised and licensed restaurants and other expense	$	7,508	$	31,453	$	2,418	$	29,035

Total franchised and licensed restaurants and other revenue decreased $23,843, or 63.1%, to $13,944 during the twelve weeks ended August 15, 2011, as compared to the prior year period. Distribution center sales of food, packaging and supplies to franchisees decreased by $25,018, due to the outsourcing of our Carl’s Jr. distribution center operations on July 2, 2010. Royalty revenues increased $628, or 8.4%, to $8,123, due primarily to the net increase of 37 franchised and licensed restaurants since the end of the second quarter of fiscal 2011, partially offset by a 0.5% decrease in franchise-operated same-store sales. Rent and other occupancy revenues increased $279, or 5.6%, mainly due to impact of the amortization of favorable and unfavorable leases, which were recorded in connection with the Merger.

Franchised and licensed restaurants and other expense decreased $23,945, or 76.1%, to $7,508 during the twelve weeks ended August 15, 2011, from the comparable prior year period. This decrease was due to a $25,051 decrease in distribution center costs resulting from the outsourcing of our Carl’s Jr. distribution center operations. This decrease was partially offset by an increase of $677 in administrative expense from the comparable prior year period, primarily caused by an increase of $380 in amortization expense related to the franchise agreement intangible asset recorded in connection with the Merger and increased franchise operations and administration costs related to our international growth strategy. The increase of rent and other occupancy expense of $429, or 9.6%, was primarily due to the impact of the amortization of favorable and unfavorable leases, which were recorded in connection with the Merger.

31

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Carl’s Jr. Year to Date	Successor		Successor/ Predecessor		Successor		Predecessor
	Twenty-Eight Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 9, 2010		Four Weeks Ended August 9, 2010		Twenty-Four Weeks  Ended July 12, 2010
Franchised and licensed restaurants and other revenue:
Royalties	$	18,795	$	17,561	$	2,493	$	15,068
Distribution centers – food, packaging and supplies		—		86,891		—		86,891
Rent and other occupancy		12,013		11,265		1,844		9,421
Franchise fees		982		568		93		475
Total franchised and licensed restaurants and other revenue	$	31,790	$	116,285	$	4,430	$	111,855
Franchised and licensed restaurants and other expense:
Administrative expense (including provision for bad debts)	$	6,066	$	3,978	$	786	$	3,192
Distribution centers – food, packaging and supplies		—		86,170		—		86,170
Rent and other occupancy		11,427		10,305		1,632		8,673
Total franchised and licensed restaurants and other expense	$	17,493	$	100,453	$	2,418	$	98,035

Total franchised and licensed restaurants revenue decreased $84,495, or 72.7%, to $31,790 during the twenty-eight weeks ended August 15, 2011, as compared to the twenty-eight weeks ended August 9, 2010. Distribution center sales of food, packaging and supplies to franchisees decreased by $86,891, due to the outsourcing of our Carl’s Jr. distribution center operations on July 2, 2010. Royalty revenues increased by $1,234, or 7.0%, due to a net increase of 37 franchised and licensed restaurants since the end of the second quarter of fiscal 2011. Rent and other occupancy revenues increased $748, or 6.6%, mainly due to impact of the amortization of favorable and unfavorable leases, which were recorded in connection with the Merger.

Franchised and licensed operating and other expenses decreased $82,960, or 82.6%, to $17,493 during the twenty-eight weeks ended August 15, 2011, as compared to the prior year period. This decrease is mainly due to a $86,170 decrease in distribution center costs resulting from the outsourcing of our Carl’s Jr. distribution center operations. This decrease was partially offset by an increase of $2,088, or 52.5%, increase in administrative expense from the comparable prior year period, primarily caused by an increase of $1,141 in amortization expense related to the franchise agreement intangible asset recorded in connection with the Merger and increased franchise operations and administration costs related to our international growth strategy. The increase of rent and other occupancy expense of $1,122, or 10.9%, was primarily due to the impact of the amortization of favorable and unfavorable leases, which were recorded in connection with the Merger.

Hardee’s

Company-Operated Restaurants Revenue

Revenue from company-operated Hardee’s restaurants increased $3,393, or 2.8%, to $124,575 during the twelve weeks ended August 15, 2011, over the comparable prior year period, primarily due to the 2.5% increase in company-operated same-store sales.

During the twenty-eight weeks ended August 15, 2011, revenue from company-operated restaurants increased $17,992, or 6.7%, to $287,825 as compared to the twenty-eight weeks ended August 9, 2010. The increase is primarily due to the 6.4% increase in company-operated same-store sales.

32

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Company-Operated Restaurant-Level Adjusted EBITDA Margin

The changes in the company-operated restaurant-level adjusted EBITDA margin are summarized as follows:

	Twelve Weeks			Twenty-Eight Weeks
Company-operated restaurant-level adjusted EBITDA margin for the period ended August 9, 2010		19.6	%		18.0	%
Increase in food and packaging costs		(1.0	)		(1.2	)
Payroll and other employee benefits:
Decrease in labor costs, excluding workers’ compensation		0.6			1.2
(Increase) decrease in workers’ compensation expense		(0.2	)		0.1
Occupancy and other (excluding depreciation and amortization):
Increase in repairs and maintenance expense		(0.3	)		(0.1	)
Other, net		—			0.1
Advertising expense		(0.3	)		0.1
Company-operated restaurant-level adjusted EBITDA margin for the period ended August 15, 2011		18.4	%		18.2	%

Food and Packaging Costs

Food and packaging costs increased as a percentage of company-operated restaurants revenue during the twelve weeks ended August 15, 2011, as compared to the prior year period, mainly due to an increase in commodity costs of beef, oil, flour and dairy products. Food and packaging costs increased as a percentage of company-operated restaurants revenue during the twenty-eight weeks ended August 15, 2011, as compared to the prior year period, mainly due to an increase in commodity costs of beef, oil, pork and flour products.

Labor Costs

Labor costs, excluding workers’ compensation expense, decreased as a percentage of company-operated restaurants revenue during the twelve and twenty-eight weeks ended August 15, 2011, as compared to the prior year periods, due primarily to sales leverage and the relatively fixed nature of restaurant management costs.

Occupancy and Other Costs

Repairs and maintenance expense increased as a percentage of company-operated restaurants revenue during the twelve weeks ended August 15, 2011, from the comparable prior year period, due primarily to increased spending on repairs of kitchen equipment and buildings in the current year period.

Depreciation and amortization expense increased as a percentage of company-operated restaurants revenue during the twelve weeks ended August 15, 2011, from the comparable prior year period, due primarily to fixed asset additions and impacts of acquisition accounting related to the Merger, partially offset by sales leverage.

33

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Franchised and Licensed Restaurants

Hardee’s Fiscal Quarter	Successor		Successor/ Predecessor		Successor		Predecessor
	Twelve Weeks Ended August 15, 2011		Twelve Weeks Ended August 9, 2010		Four Weeks Ended August 9, 2010		Eight Weeks Ended July 12, 2010
Franchised and licensed restaurants and other revenue:
Royalties	$	13,841	$	12,892	$	4,369	$	8,523
Distribution center – equipment		5,639		4,847		1,140		3,707
Rent and other occupancy		2,987		2,684		1,000		1,684
Franchise fees		192		160		100		60
Total franchised and licensed restaurants and other revenue	$	22,659	$	20,583	$	6,609	$	13,974
Franchised and licensed restaurants and other expense:
Administrative expense (including provision for bad debts)	$	2,822	$	2,222	$	850	$	1,372
Distribution center – equipment		5,580		4,841		1,138		3,703
Rent and other occupancy		2,530		2,104		856		1,248
Total franchised and licensed restaurants and other expense	$	10,932	$	9,167	$	2,844	$	6,323

Total franchised and licensed restaurants and other revenue increased $2,076 or 10.1%, to $22,659 during the twelve weeks ended August 15, 2011, as compared to the prior year period. Royalty revenues increased $949, or 7.4%, to $13,841, from the comparable prior year period, due primarily to a net increase of 20 franchised and licensed restaurants since the end of the second quarter of fiscal 2011 and an increase in our franchise-operated same-store sales of 0.5%. Distribution center sales of equipment increased by $792, from the comparable prior year period, primarily due to an increase in equipment sales to franchisees. Rent and other occupancy revenues increased $303, or 11.3%, to $2,987, from the comparable prior year period, mainly due to the impact of the amortization of favorable and unfavorable leases, which were recorded in connection with the Merger.

Franchised and licensed restaurants and other expense increased $1,765, or 19.3%, to $10,932, during the twelve weeks ended August 15, 2011, as compared to the prior year period. The increase in distribution center costs of $739 resulted directly from the increase in distribution center sales of equipment to franchisees. The increase in administrative expense of $600 was primarily due to an increase of $293 in amortization expense related to the franchise agreement intangible asset recorded in connection with the Merger and increased franchise operations and administration costs to support our long-term growth strategy. The increase in rent and other occupancy expense of $426, or 20.2%, was due primarily to the impact of the amortization of favorable and unfavorable leases, which were recorded in connection with the Merger.

34

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Hardee’s Year to Date	Successor		Successor/ Predecessor		Successor		Predecessor
	Twenty-Eight Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 9, 2010		Four Weeks Ended August 9, 2010		Twenty-Four Weeks  Ended July 12, 2010
Franchised and licensed restaurants and other revenue:
Royalties	$	31,812	$	29,071	$	4,369	$	24,702
Distribution centers – equipment		14,210		10,360		1,140		9,220
Rent and other occupancy		7,010		6,187		1,000		5,187
Franchise fees		593		471		100		371
Total franchised and licensed restaurants and other revenue	$	53,625	$	46,089	$	6,609	$	39,480
Franchised and licensed restaurants and other expense:
Administrative expense (including provision for bad debts)	$	6,786	$	4,877	$	850	$	4,027
Distribution centers – equipment		14,112		10,344		1,138		9,206
Rent and other occupancy		5,927		4,708		856		3,852
Total franchised and licensed restaurants and other expense	$	26,825	$	19,929	$	2,844	$	17,085

Total franchised and licensed restaurants revenue increased $7,536, or 16.4%, to $53,625 during the twenty-eight weeks ended August 15, 2011, as compared to the prior year period. This increase is mainly due to the increase in distribution center revenues of $3,850 resulting from an increase in equipment sales to franchisees. Royalty revenues increased by $2,741, or 9.4%, due to a net increase of 20 franchised and licensed restaurants since the end of the second quarter of fiscal 2011 and an increase in our franchise-operated same-store sales of 3.7%. Rent and other occupancy revenue increased $823, or 13.3%, primarily due to the impact of the amortization of favorable and unfavorable leases, which were recorded in connection with the Merger.

Franchised and licensed operating and other expenses increased $6,896, or 34.6%, to $26,825, during the twenty-eight weeks ended August 15, 2011, as compared to the prior year period. This increase in costs is mainly due to an increase in distribution center expenses of $3,768 resulting directly from the increase in distribution center sales to franchisees. The increase in administrative expense of $1,909 was primarily due to an increase of $878 in amortization expense related to the franchise agreement intangible asset recorded in connection with the Merger and increased franchise operations and administration costs to support our long-term growth strategy. Additionally, rent and other occupancy expense increased $1,219, or 25.9%, due primarily to the impact of the amortization of favorable and unfavorable leases, which were recorded in connection with the Merger.

Consolidated Expenses

General and Administrative Expense

General and administrative expense decreased $10,770, or 26.8%, to $29,346, for the twelve weeks ended August 15, 2011, as compared to the twelve weeks ended August 9, 2010. This was mainly due to a $12,276 decrease in share-based compensation expense resulting primarily from the expense recorded in the prior year period for the acceleration of vesting of stock options and restricted stock awards in connection with the Merger. This decrease was partially offset by an increase of $755 in bonus expense, which is based on our performance relative to executive management and operations bonus criteria, and an increase of $513 in management service fees paid to Apollo Management.

35

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

General and administrative expenses decreased $9,281, or 11.7%, to $70,306, for the twenty-eight weeks ended August 15, 2011, as compared to the twenty-eight weeks ended August 9, 2010. This was mainly due to a $12,947 decrease in share-based compensation expense resulting primarily from the expense recorded in the prior year period for the acceleration of vesting of stock options and restricted stock awards in connection with the Merger. This decrease was partially offset by an increase of $1,937 in bonus expense, which is based on our performance relative to executive management and operations bonus criteria, and an increase of $1,280 in management service fees paid to Apollo Management.

Other Operating Expenses, Net

During the twelve weeks ended August 15, 2011, other operating expenses, net decreased $23,148 from the comparable prior year period to $194. This decrease is primarily due to a decrease in transaction-related costs for accounting, investment banking, legal and other costs associated with the Transactions, which decreased from $26,784 for the twelve weeks ended August 9, 2010 to $194 for the twelve weeks ended August 15, 2011. Additionally, during the twelve weeks ended August 9, 2010, we recorded a gain of $3,442 on the sale of our Distribution Center assets.

During the twenty-eight weeks ended August 15, 2011, other operating expenses, net decreased $29,365 from the comparable prior year period to $545. This decrease is primarily due to a decrease in transaction-related costs for accounting, investment banking, legal and other costs associated with the Transactions, which decreased from $33,352 for the twenty-eight weeks ended August 9, 2010 to $545 for the twenty-eight weeks ended August 15, 2011. Additionally, during the twenty-eight weeks ended August 9, 2010, we recorded a gain of $3,442 on the sale of our Distribution Center assets.

Interest Expense

During the twelve weeks ended August 15, 2011, interest expense increased $8,244, to $17,816, as compared to the twelve weeks ended August 9, 2010. This increase was primarily caused by the interest incurred on our Notes. Interest expense during the twelve weeks ended August 9, 2010 included a charge of $1,743 to adjust the carrying value of our Predecessor interest rate swap agreements to fair value.

During the twenty-eight weeks ended August 15, 2011, interest expense increased $27,614 to $42,211, as compared to the twenty-eight weeks ended August 9, 2010. This increase was primarily caused by the interest incurred on our Notes. Interest expense during the twenty-eight weeks ended August 9, 2010 included a charge of $3,113 to adjust the carrying value of our Predecessor interest rate swap agreements to fair value.

See Note 7 of Notes to Condensed Consolidated Financial Statements included herein for additional detail of the components of interest expense.

Other (Expense) Income, Net

During the twelve weeks ended August 15, 2011, we recorded $2,215 of other expense, net as compared to other income, net of $439 during the twelve weeks ended August 9, 2010. This change was primarily due to a loss of $2,641 recognized on the early extinguishment of $40,000 of the principal amount of our Notes during the twelve weeks ended August 15, 2011.

During the twenty-eight weeks ended August 15, 2011, we recorded $1,416 of other expense, net as compared to other expense, net of $13,444 during the twenty-eight weeks ended August 9, 2010. During the twenty-eight weeks ended August 9, 2010, we recorded a termination fee to terminate a prior merger agreement with an affiliate of Thomas H. Lee Partners, L.P. of $9,283 and $5,000 in reimbursable costs. During the twenty-eight weeks ended August 15, 2011, we recognized a loss of $2,641 on the early extinguishment of $40,000 of the principal amount of our Notes.

36

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Income Tax (Benefit) Expense

Our effective income tax rate for the twelve and twenty-eight weeks ended August 15, 2011 differs from the federal statutory rate primarily as a result of non-deductible share-based compensation expense, state income taxes and federal income tax credits. Our effective income tax rate for the twelve and twenty-eight weeks ended August 9, 2010 differs from the federal statutory rate primarily as a result of non-deductible transaction-related costs and share-based compensation expense.

Liquidity and Capital Resources

Overview

Our cash requirements consist principally of our food and packaging purchases, labor, and occupancy costs; capital expenditures for restaurant remodels, new restaurant construction and replacement of equipment; debt service requirements; advertising expenditures; and general and administrative expenses. In addition, we may elect to redeem up to $20,000 of the principal amount of our Notes at a redemption price of 103% of the principal amount of the Notes on or before July 14, 2012 and an additional $60,000 of the principal amount of our Notes during the twelve month period commencing July 15, 2012. We expect that our cash on hand and future cash flows from operations will provide sufficient liquidity to allow us to meet our operating and capital requirements and service our existing debt. As of August 15, 2011, we have $38,258 in cash and cash equivalents and $68,087 in available commitments under our Credit Facility to help meet our operating and capital requirements.

We believe our most significant cash uses during the next 12 months will be for capital expenditures, debt service requirements and the partial redemption of our Notes, if any. Based on our current capital spending projections, we expect capital expenditures to be between $60,000 and $65,000 for fiscal 2012. Assuming the aggregate outstanding principal amount of our Notes remains unchanged, we will be required to make semi-annual interest payments on our Notes of approximately $31,850. As discussed below, our Credit Facility matures on July 12, 2015, and our Notes mature on July 15, 2018.

Credit Facility

Our Credit Facility provides for senior secured revolving facility loans, swingline loans and letters of credit, in an aggregate amount of up to $100,000. The Credit Facility bears interest at a rate equal to, at our option, either: (1) the higher of Morgan Stanley’s “prime rate” plus 2.75% or the federal funds rate, as defined in our Credit Facility, plus 3.25%, or (2) the LIBOR plus 3.75%. The Credit Facility matures on July 12, 2015, at which time all outstanding revolving facility loans and accrued and unpaid interest must be repaid. As of August 15, 2011, we had no outstanding loan borrowings, $31,913 of outstanding letters of credit, and remaining availability of $68,087 under our Credit Facility.

Pursuant to the terms of our Credit Facility, during each fiscal year our capital expenditures cannot exceed the sum of (1) the greater of (i) $100,000 and (ii) 8.5% of our consolidated gross total tangible assets as of the end of such fiscal year plus, without duplication, (2) 10% of certain assets acquired in permitted acquisitions during such fiscal year (the “Acquired Assets Amount”) and, (3) 5% of the Acquired Assets Amount for the preceding fiscal year, calculated on a cumulative basis. In addition, the annual base amount of permitted capital expenditures may be increased by an amount equal to any cumulative credit (as defined in the Credit Facility) which the Company elects to apply for this purpose and may be carried-back and/or carried-forward subject to the terms set forth in the Credit Facility.

The Credit Facility contains covenants that restrict our ability and the ability of our subsidiaries to: incur additional indebtedness; pay dividends on our capital stock or redeem, repurchase or retire our capital stock or indebtedness; make investments, loans, advances and acquisitions; create restrictions on the payment of dividends or other amounts to us from our subsidiaries; sell assets, including capital stock of our subsidiaries; consolidate or merge; create liens; enter into sale and leaseback transactions; amend, modify or permit the amendment or modification of any senior secured second lien note documents; engage in certain transactions with our affiliates; issue capital stock; create subsidiaries; and change the business conducted by us or our subsidiaries.

37

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

The terms of our Credit Facility also include financial performance covenants, which include a maximum secured leverage ratio and a specified minimum interest coverage ratio. Our Credit Facility defines our secured leverage ratio as the ratio of our: (1) Total Secured Debt plus eight times our Net Rent less Unrestricted Cash and Permitted Investments; over (2) Adjusted EBITDAR, each as defined in our Credit Facility. In determining our Total Secured Debt for the purpose of our financial covenants, we include our Notes and other long-term secured debt, capital lease obligations and the portion of the proceeds from financing method sale-leaseback transactions equal to the net book value of the associated properties. As of August 15, 2011, the net book value of the assets associated with financing method sale-leaseback transactions was $11,986. See Note 8 of Notes to Condensed Consolidated Financial Statements included herein for further discussion of these sale-leaseback transactions. Our Credit Facility defines our interest coverage ratio as the ratio of Adjusted EBITDA to Cash Interest Expense, each as defined in our Credit Facility. As of August 15, 2011, our financial performance covenants did not limit our ability to draw on the remaining availability of $68,087 under our Credit Facility.

We were in compliance with the covenants of our Credit Facility as of August 15, 2011.

The terms of our Credit Facility are not impacted by any changes in our credit rating. We believe the key company-specific factors affecting our ability to maintain our existing debt financing relationships and to access such capital in the future are our present and expected levels of profitability, cash flows from operations, capital expenditures, asset collateral bases and the level of our Adjusted EBITDA relative to our debt obligations. In addition, as noted above, our Credit Facility includes significant restrictions on future financings including, among others, limits on the amount of indebtedness we may incur or which may be secured by any of our assets.

Senior Secured Second Lien Notes

On July 15, 2011, we redeemed $40,000 of the principal amount of our Notes at a redemption price of 103% of the principal amount of the Notes pursuant to the terms of the indenture governing the Notes. Subsequent to the redemption, and as of August 15, 2011, the remaining aggregate principal amount of our Notes was $560,000. The Notes bear interest at a rate of 11.375% per annum, payable semi-annually in arrears on January 15 and July 15. As of August 15, 2011, the carrying value of the notes was $550,231, which is presented net of the remaining unamortized original issue discount of $9,769. The Notes mature on July 15, 2018.

The indenture governing the Notes contains restrictive covenants that limit our and our guarantor subsidiaries’ ability to, among other things: incur or guarantee additional debt or issue certain preferred equity; pay dividends, make capital stock distributions or other restricted payments; make certain investments; sell certain assets; create or incur liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. Additionally, the indenture contains certain reporting covenants, which requires us to provide all such information required to be filed by the Securities and Exchange Commission (“SEC”) in accordance with the reporting requirements of Section 13 or 15(d) of the Exchange Act of 1934, as amended (“Exchange Act”), as a non-accelerated filer, even if we are not specifically required to comply with such sections of the Exchange Act. Failure to comply with these covenants constitutes a default and may lead to the acceleration of the principal amount and accrued but unpaid interest on the Notes. Pursuant to the terms of the indenture governing the Notes, we may be required to offer to repurchase Notes with a portion of the net proceeds received from sale-leaseback transactions.

We were in compliance with the covenants included in the indenture governing the Notes as of August 15, 2011.

38

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

We may redeem the Notes prior to the maturity date based upon the following conditions: (1) prior to July 15, 2013, we may redeem up to 35% of the original aggregate principal amount of the Notes, or $210,000, with the proceeds of certain equity offerings at a redemption price of 111.375% of the aggregate principal amount of the Notes plus accrued and unpaid interest, (2) during, in each of the 12-month periods beginning July 15, 2011, July 15, 2012, and July 15, 2013, we may redeem up to 10% of the original aggregate principal amount of the Notes, or $60,000, at a redemption price of 103% of the aggregate principal amount of the Notes plus accrued and unpaid interest, (3) on or after July 15, 2014, we may redeem all or any portion of the Notes during the 12-month periods commencing July 15, 2014, July 15, 2015, July 15, 2016 and July 15, 2017 and thereafter at a redemption price of 105.688%, 102.844%, 101.422% and 100%, respectively, of the aggregate principal amount of the Notes plus accrued and unpaid interest, and (4) prior to July 15, 2014, we may redeem all or any portion of the Notes at a price equal to 100% of the aggregate principal amount of the Notes plus a make-whole premium and accrued and unpaid interest. Upon a change in control, the Note holders each have the right to require us to redeem their Notes at a redemption price of 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest.

CKE Holdings, Inc. Senior Unsecured PIK Toggle Notes

On March 14, 2011, CKE Holdings, Inc. issued $200,000 aggregate principal amount of senior unsecured PIK toggle notes due March 14, 2016 (the “Parent Notes”). The net proceeds, after payment of offering expenses, were distributed to the corporate parent of Parent. The Parent Notes were issued with an original issue discount of 1.885%, or $3,770. The interest on the Parent Notes, which will be paid semi-annually on March 15 and September 15 of each year, can be paid (1) entirely in cash, at a rate of 10.50% (“Cash Interest”), (2) entirely by increasing the principal amount of the Parent Note or by issuing new notes for the entire amount of the interest payment, at a rate per annum equal to the cash interest rate of 10.50% plus 0.75% (“PIK Interest”) or (3) with a 25%/75%, 50%/50% or 75%/25% combination of Cash Interest and PIK Interest. Parent paid the September 15, 2011 interest payment entirely in PIK Interest. Parent will also pay the March 15, 2012 interest payment entirely in PIK Interest. We have not guaranteed the Parent Notes, nor have we pledged any of our assets or stock as collateral for the Parent Notes. The covenants included within the indenture governing our Notes and our Credit Facility are not directly impacted by the obligations of CKE Holdings, Inc. Because the Parent Notes contain a PIK feature, the interest obligations can be added to the principal amount of the Parent Note and Parent has the ability to defer cash payments of interest through March 14, 2016. At or prior to maturity, we expect Parent will evaluate all available options for redemption of the Parent Notes, including refinancing the Parent Notes, receiving dividends, and other options. Our Credit Facility and indenture governing our Notes contain restrictive covenants which limit our ability to pay dividends to Parent.

Cash Flows

During the twenty-eight weeks ended August 15, 2011, cash provided by operating activities totaled $57,814, an increase of $53,402 from the comparable prior year period. This increase is primarily attributable to significant cash payments made during the prior year period for transaction related costs and the Predecessor interest rate swap agreements, partially offset by the impact of cash paid for interest related to the Notes during the twenty-eight weeks ended August 15, 2011. Our working capital account balances, including accounts payable and other current and long-term liabilities, can vary significantly from quarter to quarter, depending upon the timing of large customer receipts, payments to vendors and semi-annual interest payments, and are not anticipated to be a significant source or use of cash over the long term.

Cash used in investing activities during the twenty-eight weeks ended August 15, 2011 totaled $25,624, which principally consisted of purchases of property and equipment of $28,113, partially offset by $1,748 of proceeds from the sale of property and equipment.

39

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Capital expenditures were as follows:

	Successor		Successor/ Predecessor
	Twenty-Eight Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 9, 2010
Remodels:
Carl’s Jr.	$	1,382	$	2,046
Hardee’s		7,907		11,341
Capital maintenance:
Carl’s Jr.		4,353		6,260
Hardee’s		7,246		8,662
New restaurants and rebuilds:
Carl’s Jr.		3,813		5,726
Hardee’s		1,445		1,577
Dual-branding:
Carl’s Jr.		424		444
Hardee’s		886		1,687
Real estate and franchise acquisitions		11		20
Corporate and other		646		678
Total	$	28,113	$	38,441

Capital expenditures for the twenty-eight weeks ended August 15, 2011 decreased $10,328, or 26.9%, to $28,113 from the comparable prior year period mainly due to a $4,098 decrease in restaurant remodels, a $3,323 decrease in capital maintenance and a $2,045 decrease in new restaurants and rebuilds.

Cash used in financing activities during the twenty-eight weeks ended August 15, 2011 totaled $36,518 as compared to cash provided by financing activities during the twenty-eight weeks ended August 9, 2010 of $719,621. During the twenty-eight weeks ended August 15, 2011, we made a payment of $41,200 in connection with the early extinguishment of $40,000 principal amount of our Notes, there was a net decrease in our bank overdraft of $6,416 and we received proceeds from financing method sale-leaseback transactions of $16,027. During the twenty eight weeks ended August 9, 2010, we received proceeds from the issuance of Notes, net of discount, of $588,510 and equity contributions of $450,000 in connection with the Transactions. Additionally, we made net payments of $277,432 to fully repay our Predecessor term loan and borrowings under our Predecessor revolving credit facility during the twenty-eight weeks ended August 9, 2010.

Critical Accounting Policies

Our reported results are impacted by the application of certain accounting policies that require us to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact our consolidated financial position and results of operations. See our Annual Report on Form 10-K for the year ended January 31, 2011 for a description of our critical accounting policies. Specific risks associated with these critical accounting policies are described in the following paragraphs.

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CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Impairment of Restaurant-Level Long-Lived Assets

In connection with analyzing restaurant-level long-lived assets to determine if they have been impaired, we make certain estimates and assumptions, including estimates of future cash flows, assumptions of future same-store sales and projected operating expenses for each of our restaurants over their estimated useful life in order to evaluate recoverability and estimate fair value. Future cash flows are estimated based upon experience gained, current intentions about refranchising restaurants and closures, recent and expected sales trends, internal plans, the period of time since the restaurant was opened or remodeled and other relevant information. If our future cash flows or same-store sales do not meet or exceed our forecasted levels, or if restaurant operating cost increases exceed our forecast and we are unable to recover such costs through price increases, the carrying value of certain of our restaurants may prove to be unrecoverable, and we may incur additional impairment charges in the future.

Impairment of Goodwill and Indefinite-Lived Intangible Assets

As of August 15, 2011, our goodwill consisted of $199,166 for our Carl’s Jr. reporting unit and $9,719 for our Hardee’s reporting unit. The goodwill for both reporting units resulted primarily from the Merger on July 12, 2010. During the fourth quarter of fiscal 2011, we performed our goodwill impairment test for our Carl’s Jr. and Hardee’s reporting units. As of the date of the annual impairment test, the fair value of the Carl’s Jr. and Hardee’s reporting units exceeded their respective carrying values. In order to evaluate the sensitivity of the fair value calculation on the goodwill impairment test, we applied hypothetical decreases to the fair value of each reporting unit. We determined that hypothetical decreases in fair value of greater than 10% would be required before either reporting unit would have a carrying value in excess of its fair value. The excess of the fair value as compared to the carrying value is attributed primarily to the general improvement in financial markets between the date of the acquisition and the date of the impairment test. However, future declines in market conditions and the actual future performance of our reporting units could negatively impact the results of future impairment tests.

As of August 15, 2011, our indefinite-lived intangible assets consisted of Carl’s Jr. trademarks / tradenames of $144,000 and Hardee’s trademarks / tradenames of $134,000. During the fourth quarter of fiscal 2011, we performed our impairment test for trademarks / tradenames at both Carl’s Jr. and Hardee’s and concluded that no impairment charge was required. However, any future declines in our system-wide restaurant portfolio at either concept, declines in company-operated or franchised and licensed revenues or increases to the discount rate used in our impairment test could negatively impact the results of future impairment tests.

Estimated Liability for Closed Restaurants

In determining the amount of the estimated liability for closed restaurants, we estimate the cost to maintain leased vacant properties until the lease can be abated. If the costs to maintain properties increase, or it takes longer than anticipated to sublease or terminate leases, we may need to record additional estimated liabilities. If the leases on the vacant restaurants are not terminated or subleased on the terms that we used to estimate the liabilities, we may be required to record losses in future periods. Conversely, if the leases on the vacant restaurants are terminated or subleased on more favorable terms than we used to estimate the liabilities, we reverse previously established estimated liabilities, resulting in an increase in operating income.

Estimated Liability for Self-Insurance

If we experience a higher than expected number of claims or the costs of claims rise more than the estimates used by management, developed with the assistance of our actuary, our reserves would require adjustment and we would be required to adjust the expected losses upward and increase our future self-insurance expense.

Our actuary provides us with estimated unpaid losses for each loss category, upon which our analysis is based. As of August 15, 2011 and January 31, 2011, our estimated liability for self-insured workers’ compensation, general and auto liability losses was $39,813 and $39,581, respectively.

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CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Franchised and Licensed Operations

We have sublease agreements with some of our franchisees on properties for which we remain principally liable for the lease obligations. If sales trends or economic conditions deteriorate for our franchisees, their financial health may worsen, our collection rates may decline and we may be required to assume the responsibility for additional lease payments on franchised restaurants.

Income Taxes

When necessary, we record a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized. In considering the need for a valuation allowance against some portion or all of our deferred tax assets, we must make certain estimates and assumptions regarding future taxable income, the feasibility of tax planning strategies and other factors. Changes in facts and circumstances or in the estimates and assumptions that are involved in establishing and maintaining a valuation allowance against deferred tax assets could result in adjustments to the valuation allowance in future quarterly or annual periods.

We use an estimate of our annual income tax rate to recognize a provision for income taxes in financial statements for interim periods. However, changes in facts and circumstances could result in adjustments to our effective tax rate in future quarterly or annual periods.

Significant Known Events, Trends, or Uncertainties Expected to Impact Fiscal 2012 Comparisons with Fiscal 2011

The factors discussed below impact comparability of operating performance for the twelve and twenty-eight weeks ended August 15, 2011 and August 9, 2010, and for the remainder of fiscal 2012.

Merger and Transactions

In connection with the Transactions, we incurred significant additional indebtedness, including $600,000 of aggregate principal amount of senior secured second lien notes that bear interest at a rate of 11.375% per annum, payable semi-annually in arrears on January 15 and July 15. On July 15, 2011, we redeemed $40,000 of aggregate principal amount of our Notes, reducing the outstanding aggregate principal amount of our Notes to $560,000 as of August 15, 2011. In addition, our Credit Facility provides for aggregate borrowings up to $100,000 in senior secured revolving facility loans, swingline loans and letters of credit. Immediately prior to the Transactions, our indebtedness was significantly less. The changes in our indebtedness have caused our interest expense to be significantly higher following the Transactions than experienced in prior periods.

The acquisition of CKE Restaurants, Inc. has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price has been allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair market values as of July 12, 2010. The fair value changes in our tangible and intangible assets acquired and liabilities assumed are expected to cause changes to our future operating results when compared to our historical results.

The discussion and analysis of the Company’s historical financial condition and results of operations covers periods prior to Transactions. Accordingly, the discussion and analysis of such periods does not reflect the significant impact of the Transactions.

42

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Sale-Leaseback Transactions

During the second quarter of fiscal 2012, we entered into agreements with independent third parties under which we sold and leased back 11 restaurant properties. The initial minimum lease terms are 20 years, and the leases include renewal options and right of first offer provisions that, for accounting purposes, constitute continuing involvement with the associated restaurant properties. Due to this continuing involvement, these sale-leaseback transactions are accounted for under the financing method, rather than as completed sales. Under the financing method, we include the net sales proceeds received in other long-term liabilities until our continuing involvement with the properties is terminated, report the associated property as owned assets, continue to depreciate the assets over their remaining useful lives, and record the rental payments as interest expense. As of August 15, 2011, the net book value of the assets associated with these transactions was $11,986. When and if our continuing involvement with a property terminates and the sale of that property is recognized for accounting purposes, we expect to record a gain equal to the excess of the net proceeds received over the remaining net book value of the associated restaurant property. As of August 15, 2011, the net proceeds received of $16,027 exceeded the net book value of the associated restaurant properties by $4,041. We expect that we will sell and leaseback additional restaurant properties during fiscal 2012, however, there can be no assurance as to the number of transactions we will be able to complete, the amount of proceeds we will generate or whether we will be able to complete additional sale-leaseback transactions at all. See Note 8 of Notes to Condensed Consolidated Financial Statements included herein for further discussion.

Sale of Carl’s Jr. Distribution Center Assets

On July 2, 2010, we entered into an agreement to sell to MBM our Carl’s Jr. Distribution Center assets. Simultaneously, on July 2, 2010, we and our franchisees entered into distribution agreements with MBM to provide distribution services to our Carl’s Jr. restaurants. As a result of the outsourcing of our Carl’s Jr. distribution services, beginning July 2, 2010, we no longer generate revenues and incur the related expenses associated with the Carl’s Jr. distribution centers. Refer to further discussion of the Carl’s Jr. operating segment included within our “Operating Review” section of Management’s Discussion and Analysis.

Fiscal Year and Seasonality

We operate on a retail accounting calendar. Our fiscal year ends the last Monday in January and typically has 13 four-week accounting periods. The first quarter of our fiscal year has four periods, or 16 weeks. All other quarters generally have three periods, or 12 weeks. The fiscal year ended January 31, 2011 contains 53 weeks, whereby the additional week was included in the fourth quarter.

Our restaurant sales, and therefore our profitability, are subject to seasonal fluctuations and are traditionally higher during the spring and summer months because of factors such as increased travel upon school vacations and improved weather conditions, which affect the public’s dining habits.

New Accounting Pronouncements Not Yet Adopted and Adoption of New Accounting Pronouncements

See Note 3 of Notes to Condensed Consolidated Financial Statements included herein for a description of new accounting pronouncements not yet adopted and the adoption of new accounting pronouncements.

Presentation of Non-GAAP Measures

We have included in this report measures of financial performance that are not defined by GAAP. Company-operated restaurant-level adjusted EBITDA, company-operated restaurant-level adjusted EBITDA margin and franchise restaurant adjusted EBITDA are non-GAAP measures utilized by management internally to evaluate and compare our operating performance for company-operated restaurants and franchised and licensed restaurants between periods. In addition, management believes that these financial measures provide useful information to potential investors and analysts because they provide insight into management’s evaluation of our results of operations. Each of these non-GAAP financial measures is derived from amounts reported within our Condensed Consolidated Financial Statements, and the computations of each of these measures have been included within our “Operating Review” section of MD&A.

43

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

These non-GAAP measures should be viewed in addition to, and not in lieu of, the comparable GAAP measures. These non-GAAP measures have certain limitations including the following:

• Because not all companies calculate these measures identically, our presentation of such measures may not be comparable to similarly titled measures of other companies;

• These measures exclude certain general and administrative and other operating costs, which should also be considered when assessing our operating performance; and

• These measures exclude depreciation and amortization, and although they are non-cash charges, the assets being depreciated or amortized will often have to be replaced and new investments made to support the operations of our restaurant portfolio.

Company-Operated Restaurant-Level Non-GAAP Measures

We define company-operated restaurant-level adjusted EBITDA, which is expressed in dollars, as company-operated restaurants revenue less restaurant operating costs excluding depreciation and amortization expense and including advertising expense. Restaurant operating costs are the expenses incurred directly by our company-operated restaurants in generating revenues and do not include advertising costs, general and administrative expenses or facility action charges. We define company-operated restaurant-level adjusted EBITDA margin, which is expressed as a percentage, as company-operated restaurant-level adjusted EBITDA divided by company-operated restaurants revenue.

Franchise Restaurant Adjusted EBITDA

We define franchise restaurant adjusted EBITDA, which is expressed in dollars, as franchised and licensed restaurants and other revenue less franchised and licensed restaurants and other expense excluding depreciation and amortization expense.

Certain Financial Information of CKE Holdings, Inc.

On March 14, 2011, CKE Holdings, Inc. issued $200,000 aggregate principal amount of 10.50%/11.25% senior unsecured PIK toggle notes due March 14, 2016. The net proceeds, after the payment of offering expenses, were distributed to the corporate parent of Parent. We have not guaranteed the obligations of Parent under the Parent Notes, nor have we pledged any of our assets or stock as collateral for the Parent Notes. The covenants included within the indenture governing our Notes and our Credit Facility are not directly impacted by the obligations of CKE Holdings, Inc.

As of August 15, 2011, Parent’s total long-term debt, including current portion, on a stand-alone basis was $196,383, which is presented net of the unamortized portion of the original issue discount of $3,617. During the twelve and twenty-eight weeks ended August 15, 2011, Parent incurred interest expense on a stand-alone basis of $5,496 and $10,068 respectively. Parent’s consolidated interest expense was $23,312 and $52,279 during the twelve and twenty-eight weeks ended August 15, 2011, respectively.

44

CKE RESTAURANTS, INC. AND SUBSIDIARIES

MANAGEMENT’S DISCUSSION AND ANALYSIS

(Dollars in thousands)

Forward Looking Statements

This Quarterly Report on Form 10-Q includes statements relating to future plans and developments, financial goals and operating performance that are based on our current beliefs and assumptions. These statements constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that are often difficult to predict, are beyond our control, and which may cause results to differ materially from expectations. Factors that could cause our results to differ materially from those described include, but are not limited to, our ability to compete with other restaurants, supermarkets and convenience stores for customers, employees, restaurant locations and franchisees; changes in consumer preferences, perceptions and spending patterns; changes in food, packaging and supply costs; the ability of our key suppliers to continue to deliver premium-quality products to us at moderate prices; our ability to successfully enter new markets, complete construction of new restaurants and complete remodels of existing restaurants; changes in general economic conditions and the geographic concentration of our restaurants, which may affect our business; our ability to attract and retain key personnel; our franchisees’ willingness to participate in our strategy; the operational and financial success of our franchisees; the willingness of our vendors and service providers to supply us with goods and services pursuant to customary credit arrangements; risks associated with operating in international locations; the effect of the media’s reports regarding food-borne illnesses, food tampering and other health-related issues on our reputation and our ability to procure or sell food products; the seasonality of our operations; the effect of increasing labor costs including healthcare related costs; our ability to comply with existing and future health, employment, environmental and other government regulations; our ability to adequately protect our intellectual property; the potentially conflicting interests of our sole stockholder and our creditors; our substantial leverage, which could limit our ability to raise capital, react to economic changes or meet obligations under our indebtedness; the effect of restrictive covenants in our indenture and credit facility on our business; and other factors as discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, which was filed with the SEC on April 15, 2011, and in our other filings with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or revise any forward looking statement, whether as a result of new information, future events or circumstances arising after the date of this report, except as required by law.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the impact of interest rate changes, foreign currency fluctuations and changes in commodity prices. In the normal course of business, we may employ policies and procedures to manage our exposure to these changes.

Interest Rate Risk

Our principal exposures to financial market risks relate to the impact that interest rate changes could have on our Credit Facility, which bears interest at a floating interest rate and, therefore, our results of operations and cash flows will be exposed to changes in interest rates. As of August 15, 2011, our Credit Facility remained undrawn. Accordingly, a hypothetical increase of 100 basis points in short-term interest rates in our floating rate would not have an impact on our interest expense. This sensitivity analysis assumes all other variables will remain constant in future periods.

Foreign Currency Risk

Our objective in managing our exposure to foreign currency fluctuations is to limit the impact of such fluctuations on earnings and cash flows. Our business at company-operated restaurants is transacted in U.S. dollars. Exposure outside of the United States relates primarily to the effect of foreign currency rate fluctuations on royalties paid to us by our licensees. As of August 15, 2011, our most significant exposure related to the Mexican Peso. Foreign exchange rate fluctuations have not historically had a significant impact on our results of operations. During the twenty-eight weeks ended August 15, 2011, if all foreign currencies had uniformly weakened 10% relative to the U.S. dollar, our franchised and licensed restaurants and other revenue would have decreased $853.

Commodity Price Risk

We and our franchisees purchase large quantities of food, packaging and supplies. The predominant food commodities purchased by our restaurants include beef, chicken, potatoes, pork, wheat flour, dairy, cheese, soybean oil and produce. Like all restaurant companies, we are susceptible to commodity price risks as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, global demand, food safety concerns, food-borne diseases, fluctuations in the value of the U.S. dollar, and government regulations. To mitigate these risks, we routinely enter into purchasing contracts or pricing arrangements that contain risk management techniques designed to minimize price volatility. The purchasing contracts and pricing arrangements we use may result in unconditional purchase obligations, which are not reflected in our Condensed Consolidated Balance Sheets. Typically, we use these types of purchasing techniques to control costs as an alternative to directly managing financial instruments to hedge commodity prices. In many cases, we believe we will be able to address material commodity cost increases by adjusting our menu pricing, or changing our product delivery strategy. However, increases in commodity prices, without adjustments to our menu prices, could increase restaurant operating costs as a percentage of company-operated restaurants revenue, which could negatively affect our operating results.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls (as defined in Rule 13a-15(e) under the Exchange Act) and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

46

In connection with the preparation of this Quarterly Report on Form 10-Q, as of August 15, 2011, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended August 15, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to legal proceedings and claims in the ordinary course of our business. These claims potentially cover a variety of allegations spanning our entire business. The following is a brief discussion of the most significant categories of claims that have been brought or that we believe are likely to be brought against us in the operation of our business. To the extent applicable, we also discuss the nature of any currently pending claims relating to each category. We are currently vigorously defending these pending claims. See Note 10 of Notes to Condensed Consolidated Financial Statements included herein for additional discussion of legal matters.

Employees

We employ many thousands of persons in our company-operated restaurants and corporate offices, both by us and in restaurants owned and operated by our subsidiaries. In addition, thousands of persons from time to time seek employment in such restaurants. In the ordinary course of business, disputes arise regarding hiring, firing, harassment, rest breaks, promotion practices and other employee related matters. With respect to employment matters, our most significant legal disputes relate to employee meal and rest breaks, and wage and hour disputes. Several potential class action lawsuits have been filed in the State of California, each of which is seeking injunctive relief and monetary compensation on behalf of current and former employees.

Customers

Our restaurants serve a large cross-section of the public and, in the course of serving that many people, disputes arise as to products, services, accidents and other matters typical of an extensive restaurant business such as ours.

Suppliers

We rely on large numbers of suppliers who are required to meet and maintain our high standards. On occasion, disputes may arise with our suppliers on a number of issues including, but not limited to, compliance with product specifications and certain business concerns. Additionally, disputes may arise on a number of issues between us and individuals or entities who claim they should have been granted the approval or opportunity to supply products or services to our restaurants.

47

Franchising

A substantial number of our restaurants are franchised to independent entrepreneurs operating under contractual arrangements with us. In the course of the franchise relationship, disputes occasionally arise between us and our franchisees relating to a broad range of subjects including, without limitation, quality, service and cleanliness issues, contentions regarding terminations of franchises, and delinquent payments. Additionally, occasional disputes arise between us and individuals who claim they should have been granted a franchise.

Intellectual Property

We have registered trademarks and service marks, patents and copyrights, some of which are of material importance to our business. From time to time, we may become involved in litigation to defend and protect our use of our intellectual property.

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ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

49

SIGNATURES

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 thereunto duly authorized.

	CKE RESTAURANTS, INC.
Date: September 21, 2011	/s/ Reese Stewart
	Reese Stewart
	Senior Vice President
	Chief Accounting Officer
	(Principal Accounting Officer)

50

EXHIBIT INDEX

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
32.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
32.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

* The XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Andrew F. Puzder, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended August 15, 2011, of CKE Restaurants, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 21, 2011

/s/ Andrew F. Puzder

Andrew F. Puzder

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Theodore Abajian, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended August 15, 2011, of CKE Restaurants, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 21, 2011

/s/ Theodore Abajian

Theodore Abajian

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

I, Andrew F. Puzder, certify pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 that:

1. The Quarterly Report on Form 10-Q for the quarterly period ended August 15, 2011 (the “Quarterly Report”) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 780(d)); and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 21, 2011	/s/ Andrew F. Puzder
	Andrew F. Puzder
	Chief Executive Officer

This certification accompanies the Quarterly Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

CERTIFICATION

I, Theodore Abajian, certify pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 that:

1. The Quarterly Report on Form 10-Q for the quarterly period ended August 15, 2011 (the “Quarterly Report”) complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 780(d)); and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 21, 2011	/s/ Theodore Abajian
	Theodore Abajian
	Executive Vice President and Chief Financial Officer

This certification accompanies the Quarterly Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.

XML



Condensed Consolidated Balance Sheets (Parenthetical) (Successor [Member], USD $) In Thousands, except Share data	Aug. 15, 2011	Jan. 31, 2011
Successor [Member]
Accounts receivable, allowance for doubtful accounts	$ 161	$ 92
Property and equipment, accumulated depreciation and amortization	74,614	36,342
Property under capital leases, accumulated amortization	$ 6,940	$ 3,638
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100	100
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

XML



Condensed Consolidated Statements Of Operations (USD $) In Thousands	1 Months Ended	3 Months Ended	6 Months Ended	1 Months Ended	6 Months Ended
	Aug. 09, 2010 Successor [Member]	Aug. 15, 2011 Successor [Member]	Aug. 15, 2011 Successor [Member]	Jul. 12, 2010 Predecessor [Member]	Jul. 12, 2010 Predecessor [Member]
Revenue:
Company-operated restaurants	$ 85,951	$ 262,991	$ 614,595	$ 169,526	$ 500,531
Franchised and licensed restaurants and other	11,078	36,738	85,717	47,408	151,588
Total revenue	97,029	299,729	700,312	216,934	652,119
Operating costs and expenses:
Food and packaging	25,309	80,231	189,133	50,493	148,642
Payroll and other employee benefits	24,372	75,310	176,973	49,136	147,391
Occupancy and other	20,522	63,393	146,076	39,384	118,138
Total restaurant operating costs	70,203	218,934	512,182	139,013	414,171
Franchised and licensed restaurants and other	5,262	18,440	44,318	35,358	115,120
Advertising	4,848	15,399	35,460	9,830	29,647
General and administrative	19,728	29,346	70,306	20,388	59,859
Facility action charges, net	137	(70)	441	(273)	590
Other operating expenses, net	19,661	194	545	3,681	10,249
Total operating costs and expenses	119,839	282,243	663,252	207,997	629,636
Operating income (loss)	(22,810)	17,486	37,060	8,937	22,483
Interest expense	(5,980)	(17,816)	(42,211)	(3,592)	(8,617)
Other (expense) income, net	165	(2,215)	(1,416)	274	(13,609)
(Loss) income before income taxes	(28,625)	(2,545)	(6,567)	5,619	257
Income tax (benefit) expense	(5,737)	(314)	(1,735)	10,041	7,772
Net loss	$ (22,888)	$ (2,231)	$ (4,832)	$ (4,422)	$ (7,515)

XML



Document And Entity Information	6 Months Ended
	Aug. 15, 2011	Sep. 16, 2011
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Aug. 15, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Entity Registrant Name	CKE RESTAURANTS INC
Entity Central Index Key	0000919628
Current Fiscal Year End Date	--01-30
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		100

XML



Indebtedness And Interest Expense

6 Months Ended

Aug. 15, 2011

Indebtedness And Interest Expense

Indebtedness And Interest Expense

NOTE 7 — INDEBTEDNESS AND INTEREST EXPENSE

Successor

Our Credit Facility provides for senior secured revolving facility loans, swingline loans and letters of credit in an aggregate amount of up to $100,000. As of August 15, 2011, we had no outstanding loan borrowings, $31,913 of outstanding letters of credit and remaining availability of $68,087 on our Credit Facility. The Credit Facility bears interest at a rate equal to, at our option, either: (1) the higher of Morgan Stanley's "prime rate" plus 2.75% or the federal funds rate, as defined in our Credit Facility, plus 3.25%, or (2) the London Interbank Offered Rate ("LIBOR") plus 3.75%.

The terms of our Credit Facility include financial performance covenants, which include a maximum secured leverage ratio and a specified minimum interest coverage ratio. As of August 15, 2011, our financial performance covenants did not limit our ability to draw on the remaining availability of $68,087 under our Credit Facility.

On July 15, 2011, we redeemed $40,000 of the principal amount of our Notes at a price equal to 103% of the principal amount of the Notes pursuant to the terms of the indenture governing the Notes. During the Successor twelve and twenty-eight weeks ended August 15, 2011, we recognized a loss of $2,641 on the early extinguishment of the Notes. Subsequent to the redemption, and as of August 15, 2011, the remaining aggregate principal amount of the Notes was $560,000. As of August 15, 2011, the carrying value of the Notes was $550,231, which is presented net of the remaining unamortized portion of the original issue discount of $9,769 in our accompanying unaudited Condensed Consolidated Balance Sheet. The Notes bear interest at a rate of 11.375% per annum, payable semi-annually in arrears on January 15 and July 15.

Each of our wholly-owned domestic subsidiaries that guarantees indebtedness under the Credit Facility also guarantees the performance and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all our obligations under the Notes. Separate financial statements and other disclosures of each of the guarantors are not presented because CKE Restaurants, Inc. is a holding company with no material independent assets or operations, the guarantor subsidiaries are, directly or indirectly, wholly-owned subsidiaries of CKE Restaurants, Inc. and such guarantees are full, unconditional and joint and several. The aggregate assets, liabilities, earnings and equity of the guarantor subsidiaries are substantially equivalent to the assets, liabilities, earnings and equity of CKE Restaurants, Inc. on a consolidated basis. The one non-guarantor subsidiary of the parent company is minor. There are no significant restrictions on the ability of CKE Restaurants, Inc. or any of the guarantors to obtain funds from its respective subsidiaries by dividend or loan.

Predecessor

In connection with the Merger, we repaid at closing the total principal outstanding balance of the term loan portion of our senior credit facility ("Predecessor Facility") of $236,487 and the total outstanding borrowings on the revolving portion of our Predecessor Facility of $34,000, as well as all incurred and unpaid interest on our Predecessor Facility.

Additionally, in connection with the Merger, we settled and paid in full all obligations related to our fixed rate interest rate swap agreements, which totaled $14,844. During the Predecessor eight and twenty-four weeks ended July 12, 2010, we recorded interest expense of $1,743 and $3,113, respectively, under these interest rate swap agreements to adjust their carrying value to fair value. During the Predecessor eight and twenty-four weeks ended July 12, 2010, we paid $767 and $3,750, respectively, for net settlements under our interest rate swap agreements, excluding the settlement at closing of the Merger.

Interest expense

Interest expense consisted of the following:

	Successor						Predecessor
	Twelve Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 15, 2011		Four Weeks Ended August  9, 2010		Eight Weeks Ended July 12, 2010		Twenty-Four Weeks  Ended July 12, 2010
Senior secured revolving credit facility	$	—	$	—	$	—	$	—	$	—
Senior secured second lien notes		15,358		36,474		5,195		—		—
Predecessor senior credit facility		—		—		—		797		2,338
Amortization of debt issuance costs and discount on notes		925		2,169		278		155		488
Interest rate swap agreements		—		—		—		1,743		3,113
Capital lease obligations		1,117		2,579		434		782		2,318
Financing method sale-leaseback transactions(1)		101		101		—		—		—
Letter of credit fees and other		315		888		73		115		360
	$	17,816	$	42,211	$	5,980	$	3,592	$	8,617

(1) See Note 8.

As of August 15, 2011 and January 31, 2011, accrued interest was $5,601 and $3,147, respectively, which is included in other current liabilities in our accompanying unaudited Condensed Consolidated Balance Sheets.

CKE Holdings, Inc. Senior Unsecured PIK Toggle Notes

On March 14, 2011, CKE Holdings, Inc. issued $200,000 aggregate principal amount of senior unsecured PIK toggle notes due March 14, 2016 (the "Parent Notes"). The Parent Notes were issued with an original issue discount of 1.885%, or $3,770. The interest on the Parent Notes can be paid (1) entirely in cash, at a rate of 10.50% ("Cash Interest"), (2) entirely by increasing the principal amount of the note or by issuing new notes for the entire amount of the interest payment, at a rate per annum equal to the cash interest rate of 10.50% plus 0.75% ("PIK Interest") or (3) with a 25%/75%, 50%/50% or 75%/25% combination of Cash Interest and PIK Interest. Pursuant to the indenture governing the Parent Notes, Parent paid the September 15, 2011 interest payment entirely in PIK Interest. Parent will also pay the March 15, 2012 interest payment entirely in PIK Interest. We have not guaranteed the Parent Notes, nor have we pledged any of our assets or stock as collateral for the Parent Notes. As a result, we have not reflected the Parent Notes in our unaudited Condensed Consolidated Financial Statements.

XML



Facility Action Charges, Net

6 Months Ended

Aug. 15, 2011

Facility Action Charges, Net

Facility Action Charges, Net

NOTE 12 — FACILITY ACTION CHARGES, NET

The components of facility action charges, net are as follows:

	Successor								Predecessor
	Twelve Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 15, 2011			Four Weeks Ended August 9, 2010		Eight Weeks Ended July 12, 2010			Twenty-Four Weeks  Ended July 12, 2010
Estimated liability for new restaurant closures	$	—		$	133		$	—	$	—		$	363
Adjustments to estimated liability for closed restaurants		72			564			34		(13	)		60
Impairment of assets classified as held for sale		—			—			—		—			156
Impairment of assets classified as held and used		192			250			—		158			161
(Gain) loss on sales of restaurants and surplus properties, net		(460	)		(758	)		62		(486	)		(348	)
Amortization of discount related to estimated liability for closed restaurants		126			252			41		68			198
	$	(70	)	$	441		$	137	$	(273	)	$	590

During the twelve weeks and twenty-eight weeks ended August 15, 2011, we received cash of $250 and $500, respectively, and recorded a gain of $250 and $421, respectively, (included above) in connection with an agreement to terminate a restaurant lease.

We evaluate our restaurant-level long-lived assets for impairment whenever events or circumstances indicate that the carrying value of assets may be impaired. We determine whether the assets are recoverable by comparing the undiscounted future cash flows that we expect to generate from their use and disposal to their carrying value. Restaurant-level assets that are not deemed to be recoverable are written down to their estimated fair value, which is determined by assessing the highest and best use of the assets and the amounts that would be received for such assets in an orderly transaction between market participants. The determination of fair value is dependent upon level 3 significant unobservable inputs.

Impairment charges recognized in facility action charges, net were recorded against the following asset categories:

	Successor						Predecessor
	Twelve Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 15, 2011		Four Weeks Ended August 9, 2010		Eight Weeks Ended July 12, 2010		Twenty-Four Weeks  Ended July 12, 2010
Property and equipment:
Carl's Jr.	$	—	$	—	$	—	$	46	$	49
Hardee's		192		250		—		98		254
		192		250		—		144		303
Property under capital leases:
Carl's Jr.		—		—		—		14		14
Hardee's		—		—		—		—		—
		—		—		—		14		14
Total:
Carl's Jr.		—		—		—		60		63
Hardee's		192		250		—		98		254
	$	192	$	250	$	—	$	158	$	317

XML



Accounting Pronouncements Not Yet Adopted And Adoption Of New Accounting Pronouncements

6 Months Ended

Aug. 15, 2011

Accounting Pronouncements Not Yet Adopted And Adoption Of New Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted And Adoption Of New Accounting Pronouncements

NOTE 3 — ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED AND ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

In January 2010, the Financial Accounting Standards Board ("FASB") issued new authoritative guidance to require additional disclosures for fair value measurements including the following: (1) amounts transferred in and out of Level 1 and 2 fair value measurements, which is effective for interim and annual reporting periods beginning after December 15, 2009 ("Part I"), and (2) activities in Level 3 fair value measurements including purchases, sales, issuances and settlements, which is effective for interim and annual reporting periods beginning after December 15, 2010 ("Part II"). Our adoption of Part I of the revised guidance for fair value measurements disclosures as of the beginning of fiscal 2011 did not have a material effect on our Condensed Consolidated Financial Statements. Our adoption of Part II of the revised guidance for fair value measurement disclosures as of the beginning of fiscal 2012 did not have a material effect on our Condensed Consolidated Financial Statements.

In May 2011, the FASB issued new authoritative guidance to provide a consistent definition of fair value and ensure that fair value measurements and disclosure requirements are similar between GAAP and International Financial Reporting Standards. This guidance changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements. This guidance is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. We do not expect that the adoption of this guidance will have a material impact on our Condensed Consolidated Financial Statements.

XML



Fair Value Of Financial Instruments

6 Months Ended

Aug. 15, 2011

Fair Value Of Financial Instruments

Fair Value Of Financial Instruments

NOTE 9 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents information on our financial instruments as of:

	Successor
	August 15, 2011				January 31, 2011
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and cash equivalents	$	38,258	$	38,258	$	42,586	$	42,586
Notes receivable		2,438		2,474		4,681		4,619
Financial liabilities:
Bank indebtedness and other long-term debt, including current portion		550,621		588,391		590,016		676,005

The fair value of cash and cash equivalents approximates its carrying amount due to its short maturity. The estimated fair value of notes receivable was determined by discounting future cash flows using current rates at which similar loans might be made to borrowers with similar credit ratings. The estimated fair value of the Notes was determined by using estimated market prices of our outstanding Notes. For all other long-term debt, the estimated fair value was determined by discounting future cash flows using rates currently available to us for debt with similar terms and remaining maturities.

Our non-financial assets, which include long-lived assets, including goodwill, intangible assets, property and equipment and capital lease assets, are reported at carrying value and are not required to be measured at fair value on a recurring basis. However, on a periodic basis, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, we assess our long-lived assets for impairment. When impairment has occurred, such long-lived assets are written down to fair value.

XML



Segment Information

6 Months Ended

Aug. 15, 2011

Segment Information

Segment Information

NOTE 14 — SEGMENT INFORMATION

We are principally engaged in developing, operating, franchising and licensing our Carl's Jr. and Hardee's quick-service restaurant concepts, each of which is considered an operating segment that is managed and evaluated separately. The accounting policies of the segments are the same as those described in our summary of significant accounting policies (see Note 1 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2011).

	Successor									Predecessor
	Twelve Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 15, 2011			Four Weeks Ended August 9, 2010			Eight Weeks Ended July 12, 2010			Twenty-Four Weeks  Ended July 12, 2010
Revenue:
Carl's Jr.	$	152,314		$	358,448		$	49,575		$	122,457		$	383,234
Hardee's		147,234			341,450			47,399			94,366			268,523
Other		181			414			55			111			362
Total	$	299,729		$	700,312		$	97,029		$	216,934		$	652,119
Segment income:
Carl's Jr.	$	20,682		$	48,103		$	7,651		$	14,156		$	45,280
Hardee's		26,165			60,007			9,034			18,516			47,693
Other		109			242			31			61			208
Total		46,956			108,352			16,716			32,733			93,181
Less: General and administrative expense		(29,346	)		(70,306	)		(19,728	)		(20,388	)		(59,859	)
Less: Facility action charges, net		70			(441	)		(137	)		273			(590	)
Less: Other operating expenses, net		(194	)		(545	)		(19,661	)		(3,681	)		(10,249	)
Operating income (loss)		17,486			37,060			(22,810	)		8,937			22,483
Interest expense		(17,816	)		(42,211	)		(5,980	)		(3,592	)		(8,617	)
Other (expense) income, net		(2,215	)		(1,416	)		165			274			(13,609	)
(Loss) income before income taxes	$	(2,545	)	$	(6,567	)	$	(28,625	)	$	5,619		$	257
Depreciation and amortization:
Depreciation and amortization included in segment income:
Carl's Jr.	$	8,655		$	20,579		$	2,793		$	5,139		$	15,586
Hardee's		9,411			21,466			2,794			5,323			16,214
Other		—			—			—			—			—
Other depreciation and amortization(1)		839			1,798			335			597			1,903
Total depreciation and amortization	$	18,905		$	43,843		$	5,922		$	11,059		$	33,703
	Successor
	August 15, 2011			January 31, 2011
Total assets:
Carl's Jr.	$	758,536		$	779,306
Hardee's		651,279			648,813
Other		61,793			68,047
Total	$	1,471,608		$	1,496,166

(1) Represents depreciation and amortization excluded from the computation of segment income.

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Commitments And Contingent Liabilities

6 Months Ended

Aug. 15, 2011

Commitments And Contingent Liabilities

Commitments And Contingent Liabilities

NOTE 10 — COMMITMENTS AND CONTINGENT LIABILITIES

Lease Commitments

Under various past and present refranchising programs, we have sold restaurants to franchisees, some of which were on leased sites. We entered into sublease agreements with these franchisees but remained principally liable for the lease obligations. We account for the sublease payments received as franchising rental income in franchised and licensed restaurants and other revenue, and the payments on the leases as rental expense in franchised and licensed restaurants and other expense, in our Condensed Consolidated Statements of Operations. As of August 15, 2011, the present value of the lease obligations under the remaining master leases' primary terms is $123,257. Franchisees may, from time to time, experience financial hardship and may cease payment on their sublease obligations to us. The present value of the exposure to us from franchisees characterized as under financial hardship is $3,511.

Letters of Credit

Pursuant to our Credit Facility, we may borrow up to $100,000 for senior secured revolving facility loans, swingline loans and letters of credit (see Note 7). We have several standby letters of credit outstanding under our Credit Facility, which primarily secure our potential workers' compensation, general and auto liability obligations. We are required to provide letters of credit each year, or set aside a comparable amount of cash or investment securities in a trust account, based on our existing claims experience. As of August 15, 2011, we had outstanding letters of credit of $31,913, expiring at various dates through August 2012.

Unconditional Purchase Obligations

As of August 15, 2011, we had unconditional purchase obligations in the amount of $89,398, which consisted primarily of contracts for goods and services related to restaurant operations and contractual commitments for marketing and sponsorship arrangements.

Employment Agreements

We entered into employment agreements with certain key executives (the "Employment Agreements"), dated July 12, 2010. Pursuant to the terms of the Employment Agreements, each executive is entitled to receive certain retention bonus payments that will be paid out over the next two to three years, in accordance with such executive's Employment Agreement. In addition, each executive will be entitled to payments that may be triggered by the termination of employment under certain circumstances, as set forth in each Employment Agreement. If certain provisions are triggered, our Chief Executive Officer shall be entitled to receive an amount equal to his minimum base salary multiplied by six and our President and Chief Legal Officer and our Chief Financial Officer shall each be entitled to receive an amount equal to his respective minimum base salary multiplied by three plus a pro-rata portion of his then-current year bonus. The affected executive may also be entitled to receive a portion of his retention bonus. If all payment provisions of the Employment Agreements had been triggered as of August 15, 2011, we would have been required to make cash payments of approximately $13,279.

Litigation

We are currently involved in legal disputes related to employment claims, real estate claims and other business disputes. As of August 15, 2011, our accrued liability for litigation contingencies with a probable likelihood of loss was $2,140, with an expected range of losses from $2,140 to $9,940. With respect to employment matters, our most significant legal disputes relate to employee meal and rest break disputes, and wage and hour disputes. Several potential class action lawsuits have been filed in the State of California, regarding such employment matters, each of which is seeking injunctive relief and monetary compensation on behalf of current and former employees. The Company intends to vigorously defend against all claims in these lawsuits; however, we are presently unable to predict the ultimate outcome of these actions. As of August 15, 2011, we estimated the contingent liability of those losses related to litigation claims that are not accrued, but that we believe are reasonably possible to result in an adverse outcome and for which a range of loss can be reasonably estimated, to be in the range of $2,555 to $12,780. In addition, we are involved in legal matters where the likelihood of loss has been judged to be reasonably possible, but for which a range of the potential loss cannot be reasonably estimated.

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Sale-Leaseback Transactions

6 Months Ended

Aug. 15, 2011

Sale-Leaseback Transactions

Sale-Leaseback Transactions

NOTE 8 — SALE-LEASEBACK TRANSACTIONS

During the twelve and twenty-eight weeks ended August 15, 2011, we entered into agreements with independent third parties under which we sold and leased back five Carl's Jr. and six Hardee's restaurant properties. The initial minimum lease terms are 20 years, and the leases include renewal options and right of first offer provisions that, for accounting purposes, constitute continuing involvement with the associated restaurant properties. Due to this continuing involvement, these sale-leaseback transactions are accounted for under the financing method, rather than as completed sales. Under the financing method, we include the net sales proceeds received in other long-term liabilities until our continuing involvement with the properties is terminated, report the associated property as owned assets, continue to depreciate the assets over their remaining useful lives, and record the rental payments as interest expense. When and if our continuing involvement with a property terminates and the sale of that property is recognized for accounting purposes, we expect to record a gain equal to the excess of the net proceeds received over the remaining net book value of the associated restaurant property.

During the twenty-eight weeks ended August 15, 2011, we received net proceeds of $16,027 in connection with these transactions, which are included in other long-term liabilities in our accompanying unaudited Condensed Consolidated Balance Sheet as of August 15, 2011. The net book value of the associated assets was $11,986, which is included in property and equipment, net of accumulated depreciation and amortization in our accompanying unaudited Condensed Consolidated Balance Sheet as of August 15, 2011. The net proceeds received exceeded the net book value of the associated restaurant properties by $4,041 as of August 15, 2011.

Our future minimum cash obligations associated with these transactions from August 16, 2011 through January 31, 2012, for fiscal 2013, 2014, 2015, 2016, 2017 and thereafter are $568, $1,135, $1,135, $1,135, $1,135, $1,199 and $19,963, respectively.

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Basis Of Presentation And Description Of Business

6 Months Ended

Aug. 15, 2011

Basis Of Presentation And Description Of Business

Basis Of Presentation And Description Of Business

NOTE 1 — BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

Description of Business

CKE Restaurants, Inc. ("CKE"), through its wholly-owned subsidiaries, owns, operates, franchises and licenses the Carl's Jr.^®, Hardee's^®, Green Burrito^® and Red Burrito^® concepts. References to CKE and its consolidated subsidiaries (the "Company") throughout these Notes to Condensed Consolidated Financial Statements are made using the first person notations of "we," "us" and "our."

Carl's Jr. restaurants are primarily located in the Western United States. Hardee's restaurants are primarily located throughout the Southeastern and Midwestern United States. Green Burrito restaurants are primarily located in dual-branded Carl's Jr. restaurants. The Red Burrito concept is located in dual-branded Hardee's restaurants. Generally, our franchisees are domestic and our licensees are international. As of August 15, 2011, our system-wide restaurant portfolio consisted of:

	Carl's Jr.		Hardee's		Other		Total
Company-operated		425		468		—		893
Franchised		684		1,226		10		1,920
Licensed		169		220		—		389
Total		1,278		1,914		10		3,202

As of August 15, 2011, 258 of our 425 company-operated Carl's Jr. restaurants were dual-branded with Green Burrito and 185 of our 468 company-operated Hardee's restaurants were dual-branded with Red Burrito.

Merger and Related Transactions

On July 12, 2010, we completed a merger with Columbia Lake Acquisition Corp. ("Merger Sub"), a Delaware corporation and wholly-owned subsidiary of CKE Holdings, Inc. ("Parent"), a Delaware corporation, providing for the merger of Merger Sub with and into CKE (the "Merger"), with CKE surviving the Merger as a wholly-owned subsidiary of Parent, pursuant to the Agreement and Plan of Merger, dated April 18, 2010 ("Merger Agreement"). Parent is indirectly controlled by investment entities managed by Apollo Management VII, L.P. ("Apollo Management"). As a result of the Merger, shares of CKE common stock ceased to be traded on the New York Stock Exchange after the close of market on July 12, 2010.

The aggregate consideration for all equity securities of CKE was $704,065, including $10,587 of post-combination share-based compensation expense, and the total debt assumed and refinanced in connection with the Merger was $270,487. The Merger was funded by (i) equity contributions from affiliates of Apollo Management of $436,645, (ii) equity contributions from our senior management of $13,355, and (iii) proceeds of $588,510 from the issuance of $600,000 senior secured second lien notes (the "Notes"). In addition, we entered into a senior secured revolving credit facility of $100,000 (the "Credit Facility"), which was undrawn at closing.

The aforementioned transactions, including the Merger and payment of costs related to these transactions, are collectively referred to as the "Transactions."

Basis of Presentation and Fiscal Year

Our accompanying unaudited Condensed Consolidated Financial Statements include the accounts of CKE, our wholly-owned subsidiaries and certain variable interest entities ("VIE") for which we are the primary beneficiary and have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), the instructions to Form 10-Q and Article 10 of Regulation S-X. CKE does not have any non-controlling interests in other entities. These financial statements should be read in conjunction with the audited Consolidated Financial Statements presented in our Annual Report on Form 10-K for the fiscal year ended January 31, 2011. In our opinion, all adjustments considered necessary for a fair presentation of financial position and results of operations for this interim period have been included. The results of operations for such interim period are not necessarily indicative of results for the full year or for any future period.

We operate on a retail accounting calendar. Our fiscal year ends on the last Monday in January and typically has 13 four-week accounting periods. For clarity of presentation, we generally label all fiscal year ends as if the fiscal year ended January 31. The fiscal year ended January 31, 2011 is referred to herein as fiscal 2011. The fiscal year ending January 30, 2012 is referred to herein as fiscal 2012. The first quarter of our fiscal year has four periods, or 16 weeks. All other quarters generally have three periods, or 12 weeks.

Our restaurant sales, and therefore our profitability, are subject to seasonal fluctuations and are traditionally higher during the spring and summer months because of factors such as increased travel during school vacations and improved weather conditions, which affect the public's dining habits.

For the purposes of presentation and disclosure, all references to "Predecessor" relate to CKE and its consolidated subsidiaries for periods prior to the Merger. All references to "Successor" relate to CKE and its consolidated subsidiaries merged with Merger Sub for periods subsequent to the Merger. References to "we", "us", "our" and the "Company" relate to the Predecessor for the periods prior to the Merger and to the Successor for periods subsequent to the Merger.

Certain prior year amounts in these unaudited Condensed Consolidated Financial Statements have been reclassified to conform to the current year presentation.

Variable Interest Entities

We consolidate one national and approximately 80 local co-operative advertising funds ("Hardee's Funds") as we have concluded that they are VIEs for which we are the primary beneficiary. We have included $21,791 and $18,464 of advertising fund assets, restricted, and advertising fund liabilities in our accompanying unaudited Condensed Consolidated Balance Sheets as of August 15, 2011 and January 31, 2011, respectively. Consolidation of the Hardee's Funds had no impact on our accompanying unaudited Condensed Consolidated Statements of Operations and Cash Flows. We have no rights to the assets, nor do we have any obligation with respect to the liabilities, of the Hardee's Funds, and none of our assets serve as collateral for the creditors of these VIEs.

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Assets Held For Sale

6 Months Ended

Aug. 15, 2011

Assets Held For Sale

Assets Held For Sale

NOTE 4 — ASSETS HELD FOR SALE

Assets held for sale consist of surplus restaurant properties and company-operated restaurants that we expect to sell within one year. We no longer depreciate assets once classified as held for sale. As of August 15, 2011, there were no assets held for sale. As of January 31, 2011, total assets held for sale were $196 and were comprised of one surplus property in our Hardee's operating segment.

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Purchase And Sale Of Assets

6 Months Ended

Aug. 15, 2011

Purchase And Sale Of Assets

Purchase And Sale Of Assets

NOTE 5 — PURCHASE AND SALE OF ASSETS

Purchase of Assets

During the twenty-eight weeks ended August 15, 2011, we purchased three Hardee's restaurants from one of our franchisees for the aggregate purchase price consideration of $1,500, which was reduced by the settlement of certain pre-existing liabilities, resulting in a net purchase price consideration of $1,207. As a result of this transaction, we recorded property and equipment of $54, identifiable intangible assets of $85, capital leases assets of $55 and capital lease obligations of $55, resulting in $1,068 of additional goodwill in our Hardee's operating segment.

We did not purchase any restaurants from franchisees during the twenty-eight weeks ended August 9, 2010.

Sale of Assets

On July 2, 2010, pursuant to an Asset Purchase Agreement ("APA") with Meadowbrook Meat Company, Inc. ("MBM"), we sold to MBM our Carl's Jr. distribution center assets located in Ontario, California and Manteca, California ("Distribution Centers"). In connection with the APA, we received total consideration of $21,195 from MBM for the Distribution Center assets, which included inventory, fixed assets, real property in Manteca, California, and other related assets. We collected proceeds of $19,203 related to the sale of the Distribution Center assets during the twenty-four weeks ended July 12, 2010 and collected the remaining $1,992 of consideration during the third quarter of fiscal 2011. As a result of the transaction, we recorded a gain of $3,442, which is included in other operating expenses, net in our accompanying unaudited Condensed Consolidated Statements of Operations for the Predecessor eight and twenty-four weeks ended July 12, 2010.

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Income Taxes

6 Months Ended

Aug. 15, 2011

Income Taxes

Income Taxes

NOTE 13 — INCOME TAXES

Income tax (benefit) expense consisted of the following:

	Successor									Predecessor
	Twelve Weeks Ended August 15, 2011			Twenty-Eight Weeks Ended August 15, 2011			Four Weeks Ended August 9, 2010			Eight Weeks Ended July 12, 2010		Twenty-Four Weeks Ended July 12, 2010
Federal and state income taxes	$	(760	)	$	(2,672	)	$	(5,818	)	$	9,837	$	7,173
Foreign income taxes		446			937			81			204		599
Income tax (benefit) expense	$	(314	)	$	(1,735	)	$	(5,737	)	$	10,041	$	7,772

Our effective income tax rate for the Successor twelve and twenty-eight weeks ended August 15, 2011 differs from the federal statutory rate primarily as a result of non-deductible share-based compensation expense, state income taxes and federal income tax credits. Our effective income tax rate for the Successor four weeks ended August 9, 2010 differs from the federal statutory rate primarily as a result of non-deductible transaction-related costs and share-based compensation expense. Our effective income tax rate for the Predecessor eight and twenty-four weeks ended July 12, 2010 differs from the federal statutory rate primarily as a result of non-deductible transaction-related costs, state income taxes and certain expenses that are non-deductible for income tax purposes.

We had $2,776 of tax benefits as of January 31, 2011, that, if recognized, would affect our effective income tax rate. There were no material changes in the unrecognized tax benefits during the twenty-eight weeks ended August 15, 2011. We believe that it is reasonably possible that decreases in unrecognized tax benefits of up to $565 may be necessary within twelve months as a result of statutes closing on such items. In addition, we believe that it is reasonably possible that our unrecognized tax benefits may increase as a result of tax positions that may be taken during fiscal 2012 and 2013.

As of August 15, 2011, we maintained a valuation allowance of $10,667 for state capital loss carryforwards and certain state net operating loss and income tax credit carryforwards. Realization of the tax benefit of such deferred income tax assets may remain uncertain for the foreseeable future, since they are subject to various limitations and may only be used to offset income of certain entities or of a certain character.

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Goodwill And Intangible Assets, Net

6 Months Ended

Aug. 15, 2011

Goodwill And Intangible Assets, Net

Goodwill And Intangible Assets, Net

NOTE 6 — GOODWILL AND INTANGIBLE ASSETS, NET

The following table sets forth changes in our goodwill:

	Carl's Jr.		Hardee's		Total
Successor:
Balance at January 31, 2011	$	199,166	$	8,651	$	207,817
Additions		—		1,068		1,068
Balance at August 15, 2011	$	199,166	$	9,719	$	208,885

The following table presents our indefinite and definite-lived intangible assets for each of the respective reporting periods:

	Successor
	August 15, 2011									January 31, 2011
	Weighted Average Life (Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trademarks/Tradenames		Indefinite	$	278,000	$	—		$	278,000	$	278,000	$	—		$	278,000
Favorable lease agreements		13		89,823		(10,540	)		79,283		90,181		(5,313	)		84,868
Franchise agreements		20		88,085		(4,740	)		83,345		88,000		(2,369	)		85,631
			$	455,908	$	(15,280	)	$	440,628	$	456,181	$	(7,682	)	$	448,499

Amortization expense related to intangible assets for the Successor twelve and twenty-eight weeks ended August 15, 2011, Successor four weeks ended August 9, 2010 and Predecessor eight and twenty-four weeks ended July 12, 2010 was $3,348, $7,873, $1,104, $40 and $116, respectively. Our estimated future amortization expense related to these intangible assets is set forth as follows:

August 16, 2011 through January 31, 2012	$	6,523
Fiscal 2013		13,832
Fiscal 2014		12,899
Fiscal 2015		11,743
Fiscal 2016		11,117
Fiscal 2017		10,629
Thereafter		95,885
	$	162,628

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Supplemental Cash Flow Information

6 Months Ended

Aug. 15, 2011

Supplemental Cash Flow Information

Supplemental Cash Flow Information

NOTE 16 — SUPPLEMENTAL CASH FLOW INFORMATION

	Successor					Predecessor
	Twenty-Eight Weeks Ended August 15, 2011			Four Weeks  Ended August 9, 2010		Twenty-Four Weeks  Ended July 12, 2010
Cash paid for:
Interest, net of amounts capitalized	$	37,369		$	15,792	$	8,299
Income taxes (received) paid, net		(326	)		69		530
Non-cash investing and financing activities:
Proceeds receivable from sale of Distribution Center assets		—			—		1,992
Capital lease obligations incurred to acquire assets		2,456			26		4,179
Accrued property and equipment purchases		3,983			4,870		4,593

During the twenty-eight weeks ended August 15, 2011, we recorded a non-cash transaction to acquire three Hardee's restaurants from one of our franchisees for an aggregate purchase price of $1,500. The entire purchase price was applied as a reduction of outstanding promissory notes due to the Company. See Note 5 for additional discussion.

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands	1 Months Ended	6 Months Ended
	Aug. 09, 2010 Successor [Member]	Aug. 15, 2011 Successor [Member]	Jul. 12, 2010 Predecessor [Member]
Cash flows from operating activities:
Net loss	$ (22,888)	$ (4,832)	$ (7,515)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	5,922	43,843	33,703
Amortization of debt issuance costs and discount on notes	278	2,169	522
Loss on early extinguishment of senior secured second lien notes		2,641
Share-based compensation expense	174	2,468	4,710
Provision for (recovery of) losses on accounts and notes receivable	9	94	(100)
Loss (gain) on sale of property and equipment	65	996	(1,326)
Facility action charges, net	137	862	590
Deferred income taxes	(6,320)	2,376	8,241
Net changes in operating assets and liabilities:
Receivables, inventories, prepaid expenses and other current and non-current assets	5,878	(1,937)	4,826
Estimated liability for closed restaurants and estimated liability for self-insurance	64	(1,053)	(2,318)
Accounts payable and other current and long-term liabilities	(24,557)	10,187	4,317
Net cash provided by (used in) operating activities	(41,238)	57,814	45,650
Cash flows from investing activities:
Purchases of property and equipment	(4,703)	(28,113)	(33,738)
Acquisition of Predecessor	(693,478)
Proceeds from sale of property and equipment		1,748	1,011
Proceeds from sale of Distribution Center assets			19,203
Collections of non-trade notes receivable	33	639	673
Other investing activities	13	102	(284)
Net cash used in investing activities	(698,135)	(25,624)	(13,135)
Cash flows from financing activities:
Net change in bank overdraft	(7,312)	(6,416)	(7,364)
Borrowings under revolving credit facilities			138,500
Repayments of borrowings under revolving credit facilities	(34,000)		(134,500)
Repayments of Predecessor senior credit facility term loan	(236,487)		(10,945)
Proceeds from issuance of senior secured second lien notes, net of original issue discount	588,510
Proceeds from financing method sale-leaseback transactions		16,027
Payment of debt issuance costs	(18,079)	(49)
Payment for early extinguishment of senior secured second lien notes		(41,200)
Repayments of other long-term debt	(2)	(614)	(13)
Repayments of capital lease obligations	(613)	(4,266)	(3,748)
Repurchase of common stock			(2,072)
Exercise of stock options			1,063
Dividends paid on common stock			(3,317)
Net advances from (to) affiliates of Apollo Management	2,641		(2,641)
Equity contribution	450,000
Net cash (used in) provided by financing activities	744,658	(36,518)	(25,037)
Net (decrease) increase in cash and cash equivalents	5,285	(4,328)	7,478
Cash and cash equivalents at beginning of period	25,724	42,586	18,246
Cash and cash equivalents at end of period	$ 31,009	$ 38,258	$ 25,724

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Acquisition Of Predecessor

6 Months Ended

Aug. 15, 2011

Acquisition Of Predecessor

Acquisition Of Predecessor

NOTE 2 — ACQUISITION OF PREDECESSOR

The acquisition of Predecessor was accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair market values. Fair-value measurements were applied based on assumptions that market participants would have used in the pricing of the asset or liability. During the second quarter of fiscal 2012, we completed our accounting for the acquisition of Predecessor. The following table summarizes the fair values assigned to the net assets acquired as of the July 12, 2010 acquisition date:

Total consideration:
Cash paid to shareholders	$	704,065
Less: post-combination share-based compensation expense		(10,587	)
Total purchase price consideration		693,478
Fair value of assets acquired and liabilities assumed:
Cash and cash equivalents		25,724
Accounts receivable(1)		39,762
Inventories		13,956
Deferred income tax assets, net – current		19,872
Other current assets		36,372
Notes receivable – current and long-term(2)		2,311
Property and equipment(3)		654,467
Property under capital leases		39,738
Intangible assets		457,001
Other assets		5,363
Bank indebtedness – current and long-term		(271,505	)
Capital lease obligations – current and long-term		(52,922	)
Accounts payable		(54,811	)
Deferred income tax liabilities, net – long-term		(165,456	)
Unfavorable lease obligations		(96,356	)
Other liabilities – current and long-term(4)		(167,855	)
Net assets acquired		485,661
Excess purchase price attributed to goodwill acquired	$	207,817

(1) The gross amount due under accounts receivable acquired is $40,081, of which $319 was expected to be uncollectible.

(2) The gross amount due under notes receivable acquired is $5,947, of which $3,636 was expected to be uncollectible.

(3) The estimated fair value of property and equipment acquired consisted of $231,916 of land, $87,709 of leasehold improvements, $223,751 of buildings and improvements, and $111,091 of equipment, furniture and fixtures.

(4) Litigation reserves of $2,305 are included within other current liabilities. Since the acquisition date fair value of these contingent liabilities could not be determined during the measurement period, we recorded an accrued liability for litigation contingencies with a probable likelihood of loss and for which the range of loss was reasonably estimable.

During the first quarter of fiscal 2012, we recorded retrospective purchase price adjustments at the acquisition date to increase the fair value of accounts receivable by $7, current deferred income tax assets, net by $768, other current assets by $158, property and equipment by $17,813, property under capital leases by $1,375, other assets by $126, unfavorable lease obligations by $27,376 and other liabilities by $2,436. Purchase price adjustments were also recorded to reduce the fair value of intangible assets by $14,763, capital lease obligations by $127 and long-term deferred income tax liabilities by $13,504. These adjustments to our purchase price allocation caused an increase to goodwill of $10,697. In connection with the completion of our accounting for the acquisition of Predecessor during the second quarter of fiscal 2012, no further acquisition accounting adjustments were recorded.

We have retrospectively adjusted our post-combination consolidated results of operations and cash flows for the impacts of the purchase price adjustments. As a result of the retrospective adjustments, our net loss for the Successor twenty-nine weeks ended January 31, 2011 decreased by $852, and our Successor stockholder's equity as of January 31, 2011 increased by the same amount.

At the time of the Merger, the Company believed its market position and future growth potential for both company-operated and franchised and licensed restaurants were the primary factors that contributed to a total purchase price that resulted in the recognition of goodwill. There was $45,939 of goodwill recognized in connection with the Merger that had carryover basis from previous acquisitions and was expected to be deductible for federal income tax purposes.

Transaction Costs

We recorded $194 and $545 in transaction-related costs for accounting, investment banking, legal and other costs in connection with the Transactions within other operating expenses, net in our accompanying unaudited Condensed Consolidated Statements of Operations for the Successor twelve and twenty-eight weeks ended August 15, 2011, respectively.

We recorded $19,661, $7,123 and $13,691 in transaction-related costs for accounting, investment banking, legal and other costs in connection with the Transactions within other operating expenses, net in our accompanying unaudited Condensed Consolidated Statements of Operations for the Successor four weeks ended August 9, 2010 and the Predecessor eight and twenty-four weeks ended July 12, 2010, respectively. Additionally, we recorded a termination fee for a prior merger agreement with an affiliate of Thomas H. Lee Partners, L.P. of $9,283 and $5,000 in reimbursable costs within other operating expenses, net in our accompanying unaudited Condensed Consolidated Statement of Operations for the Predecessor twenty-four weeks ended July 12, 2010.

Pro Forma Financial Information (Unaudited)

The following unaudited pro forma results of operations assume that the Transactions had occurred on February 1, 2010 for the twelve and twenty-eight weeks ended August 9, 2010, after giving effect to acquisition accounting adjustments relating to depreciation and amortization of the revalued assets, interest expense associated with the Credit Facility and the Notes, and other acquisition-related adjustments in connection with the Transactions. These unaudited pro forma results exclude transaction costs and share-based compensation expense related to the acceleration of stock options and restricted stock awards in connection with the Merger. Additionally, the following unaudited pro forma results of operations do not give effect to the sale of our Carl's Jr. distribution facility operations, which was completed on July 2, 2010. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the Transactions had actually occurred on those dates, nor of the results that may be obtained in the future.

	Twelve Weeks  Ended August 9, 2010(1)		Twenty-Eight Weeks Ended August 9, 2010(1)
Total revenue	$	314,668	$	750,876
Net income (loss)		11,188		(2,524	)

(1) The unaudited pro forma results of operations exclude any effect related to the senior unsecured PIK toggle notes issued by CKE Holdings, Inc. (see Note 7).

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Share-Based Compensation

6 Months Ended

Aug. 15, 2011

Share-Based Compensation

Share-Based Compensation

NOTE 11 — SHARE-BASED COMPENSATION

Total share-based compensation expense and associated tax benefits recognized were as follows:

	Successor						Predecessor
	Twelve Weeks Ended August 15, 2011		Twenty-Eight Weeks Ended August 15, 2011		Four Weeks  Ended August 9, 2010		Eight Weeks  Ended July 12, 2010		Twenty-Four Weeks  Ended July 12, 2010
Share-based compensation expense related to restricted stock awards that contain market or performance conditions	$	—	$	—	$	—	$	184	$	717
Share-based compensation expense related to the acceleration of vesting of stock options and awards in connection with the Merger		—		—		10,587		1,521		1,521
Share-based compensation expense related to Units that contain performance conditions		480		1,247		—		—		—
All other share-based compensation expense		519		1,221		174		818		2,472
Total share-based compensation expense	$	999	$	2,468	$	10,761	$	2,523	$	4,710
Associated tax benefits	$	—	$	—	$	—	$	1,138	$	1,804

Successor

In connection with the Merger, certain affiliates of Apollo Management, certain members of our senior management team and our board of directors formed Apollo CKE Holdings, L.P., a limited partnership (the "Partnership") to fund the equity contribution to CKE Restaurants, Inc. The Partnership also granted 5,108,333 profit sharing interests ("Units") in the Partnership to certain of our senior management team and directors in the form of time vesting and performance vesting Units. Under certain circumstances, a portion of the Units may become subject to both performance and market conditions. We recorded $999, $2,468 and $174 of share-based compensation expense related to the Units for the twelve and twenty-eight weeks ended August 15, 2011 and the four weeks ended August 9, 2010, respectively. The maximum unrecognized compensation cost for the time and performance vesting Units was $12,829 as of August 15, 2011.

In connection with the Merger, the vesting of all outstanding unvested options and restricted stock awards was accelerated immediately prior to closing. As a result of the acceleration, we recorded $10,587 in share-based compensation expense during the four weeks ended August 9, 2010 within general and administrative expense in our accompanying unaudited Condensed Consolidated Statement of Operations related to the post-Merger service period for certain stock options and awards (see also Predecessor below).

Predecessor

We had various share-based compensation plans ("Predecessor Plans") that provided restricted stock awards and stock options for certain employees, non-employee directors and external service providers to acquire shares of our common stock. In connection with the Merger, we recorded $1,521 in stock compensation expense related to the acceleration of options and restricted stock awards from the Predecessor Plans during the eight and twenty-four weeks ended July 12, 2010.

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Related Party Transactions

6 Months Ended

Aug. 15, 2011

Related Party Transactions

Related Party Transactions

NOTE 15 — RELATED PARTY TRANSACTIONS

Transactions with Apollo Management

Pursuant to our management services agreement with Apollo Management and in exchange for on-going investment banking, management, consulting and financial planning services that will be provided to us, we are obligated to pay Apollo Management an aggregate annual management fee of $2,500, which may be increased at Apollo Management's sole discretion up to an amount equal to two percent of our Adjusted EBITDA, as defined in our Credit Facility. We recorded $575, $1,342 and $62 in management fees, which are included in general and administrative expense in our accompanying unaudited Condensed Consolidated Statements of Operations for the Successor twelve and twenty-eight weeks ended August 15, 2011 and Successor four weeks ended August 9, 2010, respectively.

In addition, pursuant to our management services agreement, Apollo Management received on the closing date cash consideration of $10,020 for services and reimbursable expenses in connection with the Merger. We recorded $5,010 of these costs to other operating expenses, net in our Condensed Consolidated Statement of Operations during the Successor four weeks ended August 9, 2010 and capitalized $5,010 to debt issuance costs.

Transactions with Successor Board of Directors

Certain members of our Successor Board of Directors are also our franchisees. These franchisees regularly pay royalties and purchase equipment and other products from us on the same terms and conditions as our other franchisees. During the Successor twenty-eight weeks ended August 15, 2011, total revenue generated from related party franchisees was $3,641, which is included in franchised and licensed restaurants and other revenue in our accompanying unaudited Condensed Consolidated Statement of Operations. As of August 15, 2011 and January 31, 2011, our related party trade receivables from franchisees were $73 and $216, respectively.

During the Successor four weeks ended August 9, 2010, total revenue generated from related party franchisees was $458, which is included in franchised and licensed restaurants and other revenue in our accompanying unaudited Condensed Consolidated Statement of Operations.

Transactions with Predecessor Board of Directors

Certain members of our Predecessor Board of Directors were also our franchisees. These franchisees regularly paid royalties and purchased food, equipment and other products from us on the same terms and conditions as our other franchisees. During the Predecessor twenty-four weeks ended July 12, 2010, total revenue generated from related party franchisees was $36,775, which is included in franchised and licensed restaurants and other revenue in our accompanying unaudited Condensed Consolidated Statement of Operations.

We leased one restaurant property from a Partnership, which was a related party of a member of our Predecessor Board of Directors. During the twenty-four weeks ended July 12, 2010, we made lease payments of $90 related to this lease.

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Condensed Consolidated Balance Sheets (Successor [Member], USD $) In Thousands	Aug. 15, 2011	Jan. 31, 2011
Successor [Member]
ASSETS
Cash and cash equivalents	$ 38,258	$ 42,586
Accounts receivable, net of allowance for doubtful accounts of $161 as of August 15, 2011 and $92 as of January 31, 2011	26,440	27,533
Related party trade receivables	73	216
Inventories	17,850	14,526
Prepaid expenses	12,353	14,219
Assets held for sale		196
Advertising fund assets, restricted	21,791	18,464
Deferred income tax assets, net	16,687	17,079
Other current assets	3,508	4,065
Total current assets	136,960	138,884
Notes receivable, net		172
Property and equipment, net of accumulated depreciation and amortization of $74,614 as of August 15, 2011 and $36,342 as of January 31, 2011	628,217	640,194
Property under capital leases, net of accumulated amortization of $6,940 as of August 15, 2011 and $3,638 as of January 31, 2011	34,588	36,156
Goodwill	208,885	207,817
Intangible assets, net	440,628	448,499
Other assets, net	22,330	24,444
Total assets	1,471,608	1,496,166
LIABILITIES AND STOCKHOLDER'S EQUITY
Current portion of bank indebtedness and other long-term debt	3	29
Current portion of capital lease obligations	8,117	7,434
Accounts payable	45,420	41,442
Advertising fund liabilities	21,791	18,464
Other current liabilities	81,826	81,958
Total current liabilities	157,157	149,327
Bank indebtedness and other long-term debt, less current portion	550,618	589,987
Capital lease obligations, less current portion	38,478	41,082
Deferred income tax liabilities, net	153,812	151,828
Other long-term liabilities	149,138	139,173
Total liabilities	1,049,203	1,071,397
Commitments and contingencies (Notes 7, 8, 10 and 15)
Stockholder's equity:
Common stock, $0.01 par value; 100 shares authorized, issued and outstanding as of August 15, 2011 and January 31, 2011
Additional paid-in capital	455,127	452,659
Accumulated deficit	(32,722)	(27,890)
Total stockholder's equity	422,405	424,769
Total liabilities and stockholder's equity	$ 1,471,608	$ 1,496,166