10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended July 3, 2005

OR

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

Commission File Number: 0-25629

CARROLS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	16-0958146
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
968 James Street Syracuse, New York	13203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (315) 424-0513

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  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act, (Check one):

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  x

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 shares of the registrant’s common stock outstanding as of August 5, 2005 is 10.

EXPLANATORY NOTE

This Quarterly Report on Form 10-Q/A (“Form 10-Q/A”) is being filed as Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2005, which was originally filed with the Securities and Exchange Commission (“SEC”) on August 18, 2005. We are filing this Form 10-Q/A to restate our consolidated financial statements for the three months and six months ended July 3, 2005 and June 27, 2004 to: (1) correct our accounting for the depreciation of assets and recording of interest expense associated with sale/leaseback transactions accounted for under the financing method; (2) record twelve real estate transactions as financing transactions as required under Statement of Financial Accounting Standards (“SFAS”) No. 98 rather than as sale-leaseback transactions as previously reported; (3) correct deferred taxes associated with certain previously acquired long-lived assets and liabilities; (4) record proceeds from qualifying sale-leaseback transactions as an investing activity in the statements of cash flows rather than as a financing activity as previously reported; and (5) reflect the impact of changes in accounts payable related to the acquisition of property, plant and equipment as a non-cash item in the statements of cash flows.

Refer to Note 3 to the consolidated financial statements in this Form 10-Q/A for additional information on these current restatements.

This Form 10-Q/A amends and restates only certain information in the following sections as a result of the current restatements described above:

Part I —Item 1 – Financial Statements

Part I— Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part I— Item 4 – Controls and Procedures

In addition, we are also including currently dated Sarbanes Oxley Act Section 302 and Section 906 certifications of the Chief Executive Officer and Chief Financial Officer that are attached to this Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2.

For the convenience of the reader, this Amendment No. 1 on Form 10-Q/A sets forth the entire Form 10-Q for the quarterly period ended July 3, 2005. However, this Form 10-Q/A only amends and restates the Items described above to reflect the effects of the restatements and no attempt has been made to modify or update other disclosures presented in our Form 10-Q for the quarterly period ended July 3, 2005. Accordingly, except for the foregoing amended information, this Form 10-Q/A continues to speak as of August 18, 2005 (the original filing date of our Form 10-Q for the quarterly period ended July 3, 2005) and does not reflect events occurring after the filing of our Form 10-Q for the quarterly period ended July 3, 2005 and does not modify or update those disclosures affected by subsequent events. Forward looking statements made in the Form 10-Q for the quarterly period ended July 3, 2005 have not been revised to reflect events, results or developments that have become known to us after the date of the original filing (other than the current restatements described above), and such forward looking statements should be read in their historical context. Unless otherwise stated, the information in this Form 10-Q/A not affected by such restatements is unchanged and reflects the disclosures made at the time of the original filing.

CARROLS CORPORATION AND SUBSIDIARIES

FORM 10-Q/A

(Amendment No. 1)

QUARTER ENDED June 30, 2005

		Page
PART I	FINANCIAL INFORMATION
Item 1	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of June 30, 2005 (as restated)and December 31, 2004	3
	Consolidated Statements of Operations for the three months ended June 30, 2005 (as restated) and June 30, 2004 (as restated)	4
	Consolidated Statements of Operations for the six months ended June 30,2005 (as restated) and June 30, 2004 (as restated)	5
	Consolidated Statements of Cash Flows for the six months ended June 30, 2005 (as restated) and June 30, 2004 (as restated)	6
	Notes to Unaudited Consolidated Financial Statements (as restated)	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4	Controls and Procedures	41
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	43
Item 6	Exhibits	44

PART I—FINANCIAL INFORMATION

ITEM 1—FINANCIAL STATEMENTS

CARROLS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars, except share and per share amounts)

(Unaudited)

	Restated Note 3 June 30, 2005			December 31, 2004
ASSETS
Current assets:
Cash and cash equivalents	$	17,399		$	31,466
Trade and other receivables, net of reserves of $22 and $81, respectively		3,083			2,578
Inventories		4,871			4,831
Prepaid rent		3,608			3,589
Prepaid expenses and other current assets		5,142			4,358
Refundable income taxes		550			3,326
Deferred income taxes		6,242			6,242
Total current assets		40,895			56,390
Property and equipment, net (Note 4)		211,050			213,489
Franchise rights, at cost less accumulated amortization of $50,995 and $49,471, respectively (Note 5)		87,922			90,056
Goodwill (Note 5)		122,241			122,241
Franchise agreements, at cost less accumulated amortization of $5,063 and $4,954, respectively		6,134			6,480
Deferred income taxes		13,179			12,940
Other assets		15,150			14,650
Total assets	$	496,571		$	516,246
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities:
Current portion of long-term debt	$	2,602		$	2,611
Accounts payable		16,686			17,581
Accrued interest		8,822			956
Accrued payroll, related taxes and benefits		14,547			24,940
Accrued bonus to employees and director		—			20,860
Other liabilities		14,329			13,957
Total current liabilities		56,986			80,905
Long-term debt, net of current portion		397,318			398,614
Lease financing obligations		111,886			111,715
Deferred income—sale-leaseback of real estate		8,803			8,585
Accrued postretirement benefits		3,671			3,504
Other liabilities (Note 8)		27,556			28,452
Total liabilities		606,220			631,775
Commitments and contingencies (Note 11)
Stockholder’s deficit (Note 2):
Common stock, par value $1; authorized 1,000 shares, issued and outstanding—10 shares		—			—
Additional paid-in capital		(75,948	)		(92,309	)
Accumulated deficit		(33,701	)		(23,220	)
Total stockholder’s deficit		(109,649	)		(115,529	)
Total liabilities and stockholder’s deficit	$	496,571		$	516,246

The accompanying notes are an integral part of these consolidated financial statements.

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CARROLS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands of dollars)

(Unaudited)

	Restated Note 3 2005			Restated Note 3 2004
Revenues:
Restaurant sales	$	181,393		$	177,522
Franchise royalty revenues and fees		407			401
Total revenues		181,800			177,923
Costs and expenses:
Cost of sales		53,518			52,320
Restaurant wages and related expenses		52,047			51,671
Restaurant rent expense		8,871			8,478
Other restaurant operating expenses		25,118			22,859
Advertising expense		6,985			7,046
General and administrative (including stock-based compensation expense of $16,357 and $1,098, respectively)		27,422			11,585
Depreciation and amortization		8,362			10,065
Impairment losses (Note 4)		407			308
Total operating expenses		182,730			164,332
Income (loss) from operations		(930	)		13,591
Interest expense		10,641			8,749
Income (loss) before income taxes		(11,571	)		4,842
Provision (benefit) for income taxes (Note 7)		(217	)		2,210
Net income (loss)	$	(11,354	)	$	2,632

The accompanying notes are an integral part of these consolidated financial statements.

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CARROLS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands of dollars)

(Unaudited)

	Restated Note 3 2005			Restated Note 3 2004
Revenues:
Restaurant sales	$	350,531		$	334,067
Franchise royalty revenues and fees		785			756
Total revenues		351,316			334,823
Costs and expenses:
Cost of sales		102,356			96,001
Restaurant wages and related expenses		102,122			99,522
Restaurant rent expense		17,764			16,841
Other restaurant operating expenses		49,314			44,749
Advertising expense		13,548			12,873
General and administrative (including stock-based compensation expense of $16,432 and $1,624, respectively)		37,984			21,870
Depreciation and amortization		16,727			20,223
Impairment losses (Note 4)		853			569
Total operating expenses		340,668			312,648
Income from operations		10,648			22,175
Interest expense		20,914			17,725
Income (loss) before income taxes		(10,266	)		4,450
Provision for income taxes (Note 7)		215			2,035
Net income (loss)	$	(10,481	)	$	2,415

The accompanying notes are an integral part of these consolidated financial statements.

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CARROLS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2005 AND 2004

(in thousands of dollars)

(Unaudited)

	Restated Note 3 2005			Restated Note 3 2004
Cash flows provided from (used for) operating activities:
Net income (loss)	$	(10,481	)	$	2,415
Adjustments to reconcile net income (loss) to net cash provided from (used for) operating activities:
Gain on disposal of property and equipment		(395	)		(288	)
Stock-based compensation		16,361			1,624
Depreciation and amortization		16,727			20,223
Amortization of deferred financing costs		759			784
Amortization of unearned purchase discounts		(1,077	)		(1,078	)
Amortization of deferred gains from sale-leaseback transactions		(249	)		(238	)
Impairment losses		853			569
Accretion of interest on lease financing obligations		173			217
Deferred income taxes		(240	)		(1,188	)
Decrease in accrued bonus to employees and director		(20,860	)		—
Increase (decrease) in accrued payroll, related taxes and benefits		(10,393	)		4,372
Changes in other operating assets and liabilities		7,908			186
Net cash provided from (used for) operating activities		(914	)		27,598
Cash flows used for investing activities:
Capital expenditures:
New restaurant development		(7,593	)		(3,614	)
Restaurant remodeling		(1,657	)		(479	)
Other restaurant capital expenditures		(3,046	)		(2,687	)
Corporate and restaurant information systems		(703	)		(362	)
Total capital expenditures		(12,999	)		(7,142	)
Properties purchased for sale-leaseback		(275	)		(924	)
Proceeds from sale-leaseback transactions		1,137			6,981
Proceeds from dispositions of property and equipment		479			488
Net cash used for investing activities		(11,658	)		(597	)
Cash flows used for financing activities:
Borrowings on revolving credit facility, net		—			700
Scheduled principal payments on term loans		(1,100	)		(6,750	)
Principal pre-payments on term loans		—			(24,000	)
Payments on other notes payable		—			(117	)
Principal payments on capital leases		(205	)		(201	)
Financing costs associated with issuance of debt and lease financing obligations		(190	)		(221	)
Proceeds from lease financing obligations		—			4,500
Net cash used for financing activities		(1,495	)		(26,089	)
Increase (decrease) in cash and cash equivalents		(14,067	)		912
Cash and cash equivalents, beginning of period		31,466			2,414
Cash and cash equivalents, end of period	$	17,399		$	3,326
Supplemental disclosures:
Interest paid on long-term debt	$	6,751		$	11,609
Interest paid on lease financing obligations	$	5,363		$	5,289
Income taxes paid (refunded), net	$	(2,318	)	$	1,941
Decrease in accruals for capital expenditures	$	(165	)	$	(91	)

The accompanying notes are an integral part of these consolidated financial statements.

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CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands of dollars, except share amounts)

1. Basis of Presentation

Basis of Consolidation. The consolidated financial statements include the accounts of Carrols Corporation and its subsidiaries (“Carrols” or the “Company”). All intercompany transactions have been eliminated in consolidation. The Company is a wholly-owned subsidiary of Carrols Holdings Corporation (“Holdings”).

Business Description. At June 30, 2005, the Company operated, as franchisee, 340 quick-service restaurants under the trade name “Burger King” in thirteen Northeastern, Midwestern and Southeastern states. At June 30, 2005, the Company also owned and operated 65 Pollo Tropical restaurants located in Florida and franchised 24 Pollo Tropical restaurants in Puerto Rico, Ecuador and Florida. At June 30, 2005, the Company owned and operated 128 Taco Cabana restaurants located primarily in Texas and franchised seven Taco Cabana restaurants in Texas, New Mexico and Georgia.

Fiscal Year. The Company uses a 52-53 week fiscal year ending on the Sunday closest to December 31. All references herein to the fiscal years ended January 2, 2005 and December 28, 2003 will be referred to as the fiscal years ended December 31, 2004 and 2003, respectively. Similarly, all references herein to the three and six months ended July 3, 2005 and June 27, 2004 will be referred to as the three and six months ended June 30, 2005 and June 30, 2004, respectively.

Basis of Presentation. The accompanying unaudited consolidated financial statements for the three and six months ended June 30, 2005 and 2004 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and do not include all of the information and the footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such financial statements have been included. The results of operations for the three and six months ended June 30, 2005 and 2004 are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2004 contained in the Company’s Amendment No. 1 to its 2004 Annual Report on Form 10-K/A. The December 31, 2004 balance sheet data is derived from those audited restated financial statements. The Company restated its financial statements including applicable footnotes in Amendment No. 1 filed on June 30, 2006 to its 2004 Annual Report on Form 10-K/A as of December 31, 2004 and 2003 and for the years ended December 31, 2004, 2003 and 2002 as further discussed in Note 2 of the consolidated financial statements contained therein. All previously reported amounts affected by the restatements that appear elsewhere in these footnotes to the consolidated financial statements have also been restated. See Note 3 to these consolidated financial statements for a complete discussion of the restatements.

Use of Estimates. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates include: accrued occupancy costs, insurance liabilities, legal obligations, income taxes, evaluation of goodwill, impairment of long-lived assets, impairment of Burger King franchise rights and lease accounting. Actual results could differ from those estimates.

Subsequent Event. In July 2005, the Company acquired four Taco Cabana restaurants in Texas from a franchisee for a cash purchase price of approximately $4.2 million.

2. Stock-Based Compensation

Effective May 3, 2005, Holdings issued an aggregate of 260,600 shares of Holdings common stock in exchange for the cancellation and termination of an identical number of outstanding options to purchase shares of Holdings common stock. During the second quarter Holdings also issued an additional 5,440 shares of Holdings common stock in separate awards. As a consequence of the exchange, all outstanding stock options were cancelled and terminated. All shares were issued pursuant to stock award agreements, which provide that such shares are fully vested and non-forfeitable upon issuance, but may not be sold or otherwise disposed of for a period of two years from the date of issuance. Such agreements also provide that up to an aggregate of 16% of each recipients’ shares (for those recipients that were issued 100 or more shares) are subject to repurchase by Holdings (at its option) after December 31, 2006 under certain circumstances described in the award agreements. In addition, such shares may be subject to repurchase by Holdings (at its option) in the event of a termination of employment before the occurrence of certain events. The Company recorded a pre-tax compensation charge, including applicable payroll taxes, of $16.4 million in the second quarter of 2005 due to these stock awards.

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Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”) permits entities to recognize as an expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS 123, as amended, allows entities to continue to apply the provisions of Accounting Principles Board No. 25, “Accounting for Stock Issued to Employees,” (“APB 25”) and provide pro forma net income disclosures for employee stock option grants as if the fair-value-based method defined in SFAS 123 has been applied. The Company has elected to continue applying the provisions of APB 25 and to provide the pro forma disclosure provisions of SFAS 123.

The following table presents the Company’s pro forma net income (loss) had compensation cost been determined based upon the fair value of the stock options at the grant date consistent with the fair-value based method of SFAS 123:

	Three Months Ended June 30,						Six Months Ended June 30,
	Restated Note 3 2005			Restated Note 3 2004			Restated Note 3 2005			Restated Note 3 2004
Net income (loss) as reported	$	(11,354	)	$	2,632		$	(10,481	)	$	2,415
Add: Stock-based compensation expense included in reported net income (loss), net of related tax effects (1)		13,481			659			13,530			974
Deduct: Stock-based compensation expense determined under the fair-value based method for all awards, net of related tax effects (1)		(12,295	)		(92	)		(12,353	)		(152	)
Pro forma net income (loss)	$	(10,168	)	$	3,199		$	(9,304	)	$	3,237

(1) The amount of stock-based compensation included in reported net income (loss) represents stock-based compensation expense for certain stock options requiring variable accounting and in the three and six months ended June 30, 2005, includes the $16.4 million stock award expense, net of tax. The $16.4 million stock award expense, net of tax, has also been included in the determination of compensation expense under the fair-value based method for the three and six months ended June 30, 2005.

3. Restatement of Previously Issued Financial Statements

Current Restatement

Lease Financing Obligations

The Company reviewed its accounting with respect to the depreciation of assets and recording of interest expense associated with lease financing obligations related to sale-leaseback transactions required to be accounted for under the financing method. Under the financing method, the assets subject to these obligations remain on the consolidated balance sheet at their historical costs and continue to be depreciated over their useful lives; the proceeds the Company received from the transaction are recorded as a lease financing obligation and the lease payments are applied as payments of principal and interest.

The Company previously considered the land and building as a single asset and depreciated this asset (both land and building) over a depreciable life that was deemed to be the 20-year primary lease term of the underlying obligation. The Company has concluded that its prior accounting was in error and that the portion of the asset representing land should not be depreciated and the depreciation of the building portion of this asset should continue using its original estimated useful life rather than the term of the underlying obligation. The effect of this restatement resulted in a reduction of depreciation expense of $0.5 million and $1.0 million in each of the three and six months ended June 30, 2005 and 2004, respectively; and an increase to net income of $0.4 million in the three months ended June 30, 2005 and 2004, and $ 0.7 million and $0.6 million in the six months ended June 30, 2005 and 2004, respectively.

Historically, the Company allocated the related lease payments between interest and principal using an interest rate that would fully amortize the lease financing obligation by the end of the primary lease term. Due to the change in depreciation described above, the assets subject to the lease financing obligations will have a net book value at the end of the primary lease term, primarily for the land portion. To prevent the recognition of a non-cash loss or negative amortization of the obligation through the end of the primary lease term, it was necessary to reevaluate the selection of interest rates, which included the Company’s incremental borrowing rate, and to adjust the rates used to amortize the lease financing obligations so that a lease obligation equal to or greater than the unamortized asset remained at the end of the primary lease term. The

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effect of this restatement resulted in an increase in interest expense related to the lease financing obligations of $0.7 million and $1.3 million in each of the three and six months ended June 30, 2005 and 2004 and decrease in net income of $0.5 million in both the three months ended June 30, 2005 and 2004, respectively; and $0.9 million and $0.8 million in the six months ended June 30, 2005 and 2004, respectively.

These restatements also resulted in an increase in land and buildings subject to lease financing obligations of $12.5 million and an increase in lease financing obligations of $16.1 million at June 30, 2005.

The Company also reviewed previously reported sale-leaseback transactions and determined twelve additional real estate transactions were required to be recorded as financing transactions under SFAS No. 98 “Accounting for Leases” due to certain forms of continuing involvement. The impact of this restatement is to keep the assets subject to such leases on the Company’s balance sheet and to record the proceeds the Company received from these transactions (including the gains previously deferred) as lease financing obligations. This restatement also affects the Company’s operating results by increasing the depreciation expense for buildings subject to these transactions and recharacterizing the lease payments, previously reported as rent expense for these restaurants, as interest expense and principal repayments on the related financing obligations. The effect of this restatement (a) for the three and six months ended June 30, 2005 and 2004 was to (i) reduce rent expense by $0.3 million and $0.6 million in the three and six months ended June 30, 2005, respectively, and reduce rent expense by $0.3 million and $0.5 million in the three and six months ended June 30, 2004, respectively; (ii) increase depreciation expense by $0.1 million and $0.2 million in each of the three and six month periods ended June 30, 2005 and 2004, respectively; and (iii) increase interest expense by $0.3 million and $0.7 million in each of the three and six month periods ended June 30, 2005 and 2004, respectively (iv) reduce net income by $0.1 million and $0.2 million in each of the three and six months ended June 30, 2005 and 2004, respectively and (b) at June 30, 2005, to increase the net book value of the assets subject to lease financing obligations by $9.3 million, reduce deferred income-sale/leaseback of real estate by $2.9 million and increase lease financing obligations by $14.7 million.

The net effect of the above current restatements was to decrease net income $0.2 million and $0.4 million, in each of the three and six months ended June 30, 2005 and 2004, respectively.

Deferred Taxes

The Company also has reviewed deferred taxes recorded for certain long-lived assets and liabilities that were previously acquired in business combinations and the related differences between the income tax bases and the financial reporting bases of these assets and liabilities and determined that the deferred taxes recorded at the acquisition dates were incorrect. The result of these restatements was to decrease goodwill and deferred tax liabilities by $2.1 million in the aggregate related to the Company’s 2000 acquisition of Taco Cabana and to increase goodwill and deferred tax liabilities by $0.6 million related to the Company’s 1998 acquisition of Pollo Tropical. This restatement also cumulatively decreased goodwill amortization expense by $0.1 million for periods prior to 2002.

Statements of Cash Flows

The proceeds from qualifying sale-leaseback transactions in prior periods are being recorded as an investing activity rather than as a financing activity as previously reported in the statements of cash flows. For the six months ended June 30, 2005 and 2004, proceeds from qualifying sale-leaseback transactions included in the accompanying consolidated financial statements were $1.1 million and $7.0 million, respectively. The Company has also restated its consolidated statements of cash flows for the three and six months ended June 30, 2005 and 2004 to reflect the impact of changes in accounts payable related to the acquisition of property and equipment as a non-cash item as required under SFAS No. 95.

Net cash provided from operating activities, capital expenditures and net cash used for investing activities in the statements of cash flows have been increased by $0.2 million and $0.1 million for the six months ended June 30, 2005 and 2004, respectively, for such amounts representing the change in the amount of capital expenditures included in accounts payable at the beginning and end of the periods.

Previous Restatement

As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, the Company restated its financial statements including applicable footnotes as of December 31, 2003 and for the years ended December 31, 2003 and 2002 and the unaudited quarterly financial information for the first three quarters of 2004.

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Lease and Leasehold Improvement Accounting

The Company reviewed its lease accounting policies following a host of announcements by many restaurant and retail companies that they were revising their accounting practices for leases. The Company historically followed the accounting practice of using the initial lease term when determining operating versus capital lease classification and when calculating straight-line rent expense. In addition, the Company depreciated its buildings on leased land and leasehold improvements over a period that included both the initial lease term plus one or more optional extension periods even if the option renewal was not reasonably assured (or the useful life of the asset if shorter).

Upon such review, the Company restated its financial statements for the years ended December 31, 2003 and 2002 and the unaudited quarterly financial information for 2003 and the first three quarters of 2004 to correct errors in its lease accounting. Specifically, the Company revised its lease term for purposes of lease classification and calculating straight-line rent expense to only include renewal options that are reasonably assured of exercise because an economic penalty, as defined under SFAS No. 98, “Accounting for Leases,” would be incurred in the event of non-renewal. The Company also revised its useful lives of leasehold improvements to the shorter of their economic lives or the lease term as defined in SFAS No. 13. The primary impact of the restatement was to accelerate depreciation of buildings on leased land and leasehold improvements made subsequent to the lease inception date. The restatement also reduced the lives of intangible assets related to leases. As a result of this restatement, amortization expense for leasehold improvements and assets related to leases for the three and six months ended June 30, 2004 increased by $0.2 million and $0.5 million, respectively.

In conjunction with the review of its lease accounting, the Company also determined that adjustments were necessary for lease liabilities for operating leases with non-level rents at the time of its acquisitions of Pollo Tropical in 1998 and Taco Cabana in 2000 as well as liabilities related to acquired leases with above-market rentals for Taco Cabana. The Company adjusted its purchase price allocations for these acquisitions and restated lease liabilities and goodwill as of the acquisition dates. The Company has also restated rent expense and interest expense for those previously reported periods subsequent to each acquisition and restated goodwill amortization through December 31, 2001. As a result of these restatements, rent expense increased $0.1 million in the three and six months ended June 30, 2004.

Accounting for Franchise Rights

In 2004, the Company also reviewed its accounting policies for the amortization of franchise rights, intangible assets pertaining to the Company’s acquisition of Burger King restaurants, and determined that it made an error in the assessment of their remaining useful lives at January 1, 2002, as part of its adoption of SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). Beginning on January 1, 2002, amounts allocated to franchise rights for each acquisition are amortized using the straight-line method over the average remaining term of the acquired franchise agreements at January 1, 2002, plus one twenty-year renewal period. Previously, the Company amortized the amounts allocated to franchise rights over periods ranging from twenty to forty years.

In connection with the review of its accounting for franchise rights, the Company also determined that it understated franchise rights and deferred tax liabilities each by $14.0 million that pertained to an acquisition of 64 Burger King restaurants in 1997.

The adjustments related to these restatements reduced amortization expense for the three and six months ended June 30, 2004 by $0.2 million and $0.4 million, respectively.

Stock-based Compensation Expense

In 2004, the Company reevaluated the terms of its option plans and grants and concluded that provisions of certain options granted under our plans required the Company to account for these options using the variable accounting provisions of APB 25. Previously, the Company had accounted for these options under APB 25 using a fixed accounting treatment whereby compensation expense, if any, was only evaluated at the date of the option grant. The impact of this adjustment was to increase stock-based compensation expense, included in general and administrative expenses, for the three and six months ended June 30, 2004 by $1.1 million and $1.6 million, respectively.

Accounting for Guarantor Financial Statements

In addition, the Company has restated its guarantor financial statements for the three and six months ended June 30, 2004 to reflect the allocation of corporate costs to conform to the current year presentation. See Note 13.

The following table sets forth the previously reported amounts and the restated amounts reflected in the accompanying consolidated financial statements:

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	June 30, 2005
	As Previously Reported			As Restated
Consolidated Balance Sheet:
Property and equipment, net	$	189,250		$	211,050
Goodwill		123,724			122,241
Deferred income taxes – long-term		9,230			13,179
Other assets		15,131			15,150
Total assets		472,286			496,571
Current portion of lease financing obligations		2,740			—
Total current liabilities		59,726			56,986
Lease financing obligations		78,388			111,886
Deferred income – sale-leaseback of real estate		11,717			8,803
Total liabilities		578,376			606,220
Accumulated deficit		(30,142	)		(33,701	)
Total stockholder’s deficit		(106,090	)		(109,649	)
Total liabilities and stockholder’s deficit		472,286			496,571

	Three Months Ended June 30, 2005						Six Months Ended June 30, 2005
	As Previously Reported			As Restated			As Previously Reported			As Restated
Consolidated Statements of Operations:
Restaurant rent expense	$	9,146		$	8,871		$	18,314		$	17,764
Depreciation and amortization		8,782			8,362			17,568			16,727
Total operating expenses		183,425			182,730			342,059			340,668
Income (loss) from operations		(1,625	)		(930	)		9,257			10,648
Interest expense		9,573			10,641			18,792			20,914
Loss before income taxes		(11,198	)		(11,571	)		(9,535	)		(10,266	)
Provision (benefit) for income taxes		(51	)		(217	)		532			215
Net loss		(11,147	)		(11,354	)		(10,067	)		(10,481	)
Consolidated Statements of Cash Flows:
Net loss								(10,067	)		(10,481	)
Depreciation and amortization								17,568			16,727
Amortization of deferred financing costs								713			759
Amortization of deferred gains from sale-leaseback transactions								(334	)		(249	)
Accretion of interest on lease financing obligations								—			173
Deferred income taxes								77			(240	)
Changes in other operating assets and liabilities								7,743			7,908
Net cash provided from (used for) operating activities								189			(914	)
Total capital expenditures								(12,834	)		(12,999	)
Net cash used for investing activities								(12,630	)		(11,658	)
Principal payments on lease financing obligations								(1,268	)		—
Net cash used for financing activities								(1,626	)		(1,495	)

	Three Months Ended June 30, 2004						Six Months Ended June 30, 2004
	As Previously Reported		As Previously  Restated		As Currently Restated		As Previously Reported			As Previously  Restated			As Currently Restated
Consolidated Statements of Operations:
Restaurant rent expense	$	8,723	$	8,750	$	8,478	$	17,287		$	17,381		$	16,841
Depreciation and amortization		10,429		10,482		10,065		20,958			21,057			20,223
Total operating expenses		163,843		165,021		164,332		312,205			314,022			312,648
Income from operations		14,080		12,902		13,591		22,618			20,801			22,175
Interest expense		7,690		7,738		8,749		15,629			15,726			17,725
Income before income taxes		6,390		5,164		4,842		6,989			5,075			4,450
Provision for income taxes		2,337		2,407		2,210		2,557			2,365			2,035
Net income		4,053		2,757		2,632		4,432			2,710			2,415
Consolidated Statements of Cash Flows:
Net income								4,432			2,710			2,415
Depreciation and amortization								20,958			21,057			20,223
Amortization of deferred financing costs								728			728			784
Amortization of deferred gains from sale-leaseback transactions								(322	)		(322	)		(238	)

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	Three Months Ended June 30, 2004			Six Months Ended June 30, 2004
	As Previously Reported	As Previously  Restated	As Currently Restated	As Previously Reported		As Previously  Restated		As Currently Restated
Accretion of interest on lease financing obligations				—		—		217
Deferred income taxes				(109	)	(1,004	)	(1,188	)
Changes in other assets and liabilities				240		240		186
Net cash provided from operating activities				28,608		28,608		27,598
Total capital expenditures				(7,051	)	(7,051	)	(7,142	)
Net cash used for investing activities				(7,487	)	(7,487	)	(597	)
Principal payments on lease financing obligations				(1,101	)	(1,101	)	—
Financing costs associated with issuance of debt and lease financing obligations				—		—		(221	)
Proceeds from lease financing obligations				—		—		4,500
Net cash used for financing activities				(20,209	)	(20,209	)	(26,089	)

All previously reported amounts affected by the restatements that appear elsewhere in these footnotes to the consolidated financial statements have also been restated.

4. Impairment of Long-Lived Assets

The Company reviews its long-lived assets, principally property and equipment, for impairment at the restaurant level. If an indicator of impairment exists for any of its assets, an estimate of undiscounted future cash flows from the related long-lived assets is compared to their respective carrying values. If the carrying value is greater than the undiscounted cash flows the Company then determines the fair value of the assets. If an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value.

The Company assesses the potential impairment of franchise rights whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If an indicator of impairment exists for any of its assets, an estimate of the aggregate undiscounted future cash flows from the acquired restaurants is compared to the respective carrying value of franchise rights for each Burger King acquisition. If an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value.

For the three and six months ended June 30, 2005 and 2004, the Company recorded impairment losses on long-lived assets, including Burger King franchise rights, for its segments as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2005		2004		2005		2004
Burger King	$	312	$	308	$	758	$	569
Taco Cabana		95		—		95		—
	$	407	$	308	$	853	$	569

5. Goodwill and Franchise Rights

Goodwill. Goodwill is reviewed for impairment annually, or more frequently when events and circumstances indicate that the carrying amounts may be impaired. The Company performs its annual impairment assessment as of December 31 each year and does not believe circumstances have changed since the last assessment date which would make it necessary to reassess its values. There were no changes to the carrying amount of goodwill during the three or six months ended June 30, 2005 and 2004.

	Taco Cabana		Pollo Tropical		Burger King		Total
Carrying amount, beginning of year and end of period	$	64,484	$	56,307	$	1,450	$	122,241

Burger King Franchise Rights. Amounts allocated to franchise rights for each acquisition are amortized using the straight-line method over the average remaining term of the acquired franchise agreements at January 1, 2002 plus one

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twenty-year renewal period. The Company assesses the potential impairment of franchise rights whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If an indicator of impairment exists for any of its assets, an estimate of the aggregate undiscounted future cash flows from the acquired restaurants is compared to the respective carrying value of franchise rights for each acquisition. If an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value. The Company recorded impairment charges related to Burger King franchise rights of $219 for the three and six months ended June 30, 2005, respectively. There were no impairment charges related to Burger King franchise rights in the three and six months ended June 30, 2004.

Amortization expense was $803 and $808 for the three months ended June 30, 2005 and 2004, respectively. Amortization expense for the six months ended June 30, 2005 and 2004 amounted to $1,607 and $1,616, respectively.

6. Long-Term Debt

The Company’s senior credit facility provides for a revolving credit facility under which it may borrow up to $50.0 million (including a sub limit of up to $20.0 million for letters of credit and up to $5.0 million for swingline loans), a $220.0 million term loan B facility and incremental facilities (as defined in the new senior credit facility), at its option, of up to $100.0 million, subject to the satisfaction of certain conditions. At June 30, 2005, $218.9 million was outstanding under the term B facility and no amounts were outstanding under the revolving credit facility. After reserving $10.8 million for letters of credit guaranteed by the facility, $39.2 million was available for borrowings under the revolving credit facility at June 30, 2005. The Company was in compliance with the covenants under its senior credit facility as of June 30, 2005.

On December 15, 2004, the Company issued $180 million of 9% Senior Subordinated Notes due 2013. Restrictive covenants under the senior subordinated notes include limitations with respect to the Company’s ability to issue additional debt, incur liens, sell or acquire assets or businesses, pay dividends and make certain investments. The Company was in compliance with the restrictive covenants with the indenture governing the senior subordinated notes.

In connection with the terms of the senior subordinated notes, because the Company had not yet completed an exchange offer on or prior to June 13, 2005, the interest rate on the Company’s senior subordinated notes was increased by 0.25% per annum for the 90-day period immediately following June 13, 2005 and will be increased by an additional 0.25% per annum for each subsequent 90-day period, with a maximum of 1.00% per annum of additional interest, in each case until an exchange offer is completed or the senior subordinated notes become freely tradable under the Securities Act of 1933, as amended.

7. Income Taxes

The income tax provision (benefit) for the three and six months ended June 30, 2005 and 2004 was comprised of the following:

	Three Months Ended June 30,						Six Months Ended June 30,
	Restated Note 3 2005			Restated Note 3 2004			Restated Note 3 2005			Restated Note 3 2004
Current	$	(307	)	$	2,863		$	455		$	3,223
Deferred		90			(653	)		(240	)		(1,188	)
	$	(217	)	$	2,210		$	215		$	2,035

The provision for income taxes in the three and six months ended June 30, 2005 was derived using an estimated effective annual income tax rate for 2005 of 33.9%. Although the Company had a pretax loss of $11.6 million and $10.3 million for the three and six months ended June 30, 2005, respectively, the tax benefit related to this loss was reduced by $3.3 million for the non-deductible portion of stock-based compensation expense related to the second quarter stock awards and was also reduced by the income tax expense associated with the second quarter Ohio state tax legislation of $0.5 million, as discussed below. The amount of the stock-based compensation expense deduction may be adjusted based on the Company’s evaluation of the value of the stock award for tax purposes. To the extent that there is an adjustment to the value of the stock award for tax purposes, the Company’s tax provision will be affected in a similar manner in a subsequent period. The provision for income taxes in the three and six months ended June 30, 2004 is based on an effective tax rate for 2004 of 45.4%. This rate is higher than the statutory federal tax rate primarily due to state income taxes and tax credits.

On June 30, 2005, tax legislation in the state of Ohio was enacted that significantly restructured the tax system for most corporate taxpayers. Included in the legislation is a multi-year phase-out of the state franchise tax and tangible personal property tax. These taxes will be replaced with a Commercial Activity Tax that will be phased-in over a five-year period. In the second quarter of 2005, we recorded a tax expense of $0.5 million related to the impact of this legislation due to the reduction of deferred tax assets associated with the future utilization of Ohio net operating loss carryforwards.

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8. Other Liabilities

Other long-term liabilities at June 30, 2005 and December 31, 2004 consisted of the following:

	June 30, 2005		December 31, 2004
Unearned purchase discounts	$	7,788	$	8,611
Accrued occupancy costs		10,935		11,400
Accrued workers compensation costs		4,976		4,821
Other		3,857		3,620
	$	27,556	$	28,452

In 2001, management made the decision to close seven Taco Cabana restaurants in the Phoenix, Arizona market and discontinue restaurant development underway in that market. At June 30, 2005 and December 31, 2004, the Company has $1.2 million and $0.6 million in lease liability reserves, respectively, and $0.1 million in other exit cost reserves at December 31, 2004 related to these restaurants that are included in accrued occupancy costs.

The following table presents the activity in the exit cost reserve for the six months ended June 30, 2005:

Balance, beginning of period	$	756
Additions		467
Payments		(71	)
Balance, end of period	$	1,152

9. Postretirement Benefits

The Company provides postretirement medical and life insurance benefits covering substantially all Burger King administrative and restaurant management salaried employees. A December 31 measurement date is used for postretirement benefits.

The following summarizes the components of net periodic benefit cost for the three and six months ended June 30, 2005 and 2004:

	Three Months Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
Components of net periodic benefit cost:
Service cost	$	85		$	81		$	147		$	172
Interest cost		66			68			115			135
Amortization of gains and losses		11			16			6			31
Amortization of unrecognized prior service cost		(8	)		(8	)		(15	)		(15	)
Net periodic postretirement benefit cost	$	154		$	157		$	253		$	323

10. Business Segment Information

The Company is engaged in the quick-service and quick-casual restaurant industry, with three restaurant concepts: Burger King operating as a franchisee, Pollo Tropical and Taco Cabana, both Company owned concepts. The Company’s Burger King restaurants are all located in the United States, primarily in the Northeast, Southeast and Midwest. Pollo Tropical is a regional quick-casual restaurant chain featuring grilled marinated chicken and authentic “made from scratch” side dishes. Pollo Tropical’s core markets are located in south and central Florida. Taco Cabana is a regional quick-casual restaurant chain featuring Mexican style food, including flame-grilled beef and chicken fajitas, quesadillas and other Tex-Mex dishes. Taco Cabana’s core markets are primarily in Texas.

The following table includes measures of segment profit or loss reported to the chief operating decision maker for purposes of allocating resources to the segments and assessing their performance. Segment EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, impairment losses and stock-based compensation expense.

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The “Other” column includes corporate related items not allocated to reportable segments. Other identifiable assets consist primarily of cash, certain other assets, corporate property and equipment, goodwill and deferred income taxes.

Three Months Ended:	Taco Cabana		Pollo Tropical		Burger King		Other		Consolidated
June 30, 2005 (Restated Note 3):
Total revenues	$	52,912	$	34,600	$	94,288	$	—	$	181,800
Cost of sales		15,496		11,515		26,507		—		53,518
Restaurant wages and related expenses		14,860		8,062		29,125		—		52,047
Depreciation and amortization		2,054		1,130		4,797		381		8,362
Segment EBITDA		7,894		7,490		8,812
Capital expenditures		2,944		3,332		1,233		416		7,925
June 30, 2004 (Restated Note 3):
Total revenues	$	51,612	$	31,014	$	95,297	$	—	$	177,923
Cost of sales		15,564		9,523		27,233		—		52,320
Restaurant wages and related expenses		14,553		7,775		29,343		—		51,671
Depreciation and amortization		2,718		1,053		5,634		660		10,065
Segment EBITDA		6,760		7,498		10,804
Capital expenditures		1,595		261		1,735		196		3,787
Six Months Ended:
June 30, 2005 (Restated Note 3):
Total revenues	$	103,095	$	69,047	$	179,174	$	—	$	351,316
Cost of sales		30,033		22,896		49,427		—		102,356
Restaurant wages and related expenses		28,999		15,999		57,124		—		102,122
Depreciation and amortization		3,945		2,280		9,777		725		16,727
Segment EBITDA		15,218		14,840		14,602
Capital expenditures		4,567		5,957		1,772		703		12,999
June 30, 2004 (Restated Note 3):
Total revenues	$	97,759	$	60,638	$	176,426	$	—	$	334,823
Cost of sales		29,221		18,528		48,252		—		96,001
Restaurant wages and related expenses		27,847		14,885		56,790		—		99,522
Depreciation and amortization		5,432		2,100		11,466		1,225		20,223
Segment EBITDA		13,070		14,744		16,777
Capital expenditures		3,577		743		2,460		362		7,142
Identifiable Assets:
At June 30, 2005 (as restated)	$	64,465	$	53,352	$	189,173	$	189,581	$	496,571
At December 31, 2004		63,655		50,177		198,015		204,399		516,246

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A reconciliation of our segments’ EBITDA to consolidated net income (loss) is as follows:

	Three Months Ended June 30,					Six Months Ended June 30,
	Restated Note 3 2005			Restated Note 3 2004		Restated Note 3 2005			Restated Note 3 2004
Segment EBITDA:
Taco Cabana	$	7,894		$	6,760	$	15,218		$	13,070
Pollo Tropical		7,490			7,498		14,840			14,744
Burger King		8,812			10,804		14,602			16,777
Subtotal		24,196			25,062		44,660			44,591
Less:
Depreciation and amortization		8,362			10,065		16,727			20,223
Impairment losses		407			308		853			569
Interest expense		10,641			8,749		20,914			17,725
Provision (benefit) for income taxes		(217	)		2,210		215			2,035
Stock-based compensation expense		16,357			1,098		16,432			1,624
Net income (loss)	$	(11,354	)	$	2,632	$	(10,481	)	$	2,415

11. Commitments and Contingencies

On November 16, 1998, the Equal Employment Opportunity Commission (“EEOC”) filed suit in the United States District Court for the Northern District of New York (the “Court”), under Title VII of the Civil Rights Act of 1964, as amended, against the Company. The complaint alleged that the Company engaged in a pattern and practice of unlawful discrimination, harassment and retaliation against former and current female employees. The EEOC identified approximately 450 individuals that it believed represented the class of claimants and was seeking monetary and injunctive relief from Carrols.

On April 20, 2005, the Court issued a decision and order granting the Company’s Motion for Summary Judgment that the Company filed in January 2004. Subject to possible appeal by the EEOC, the case is dismissed, however the court noted that it was not ruling on the claims, if any, that individual employees might have against the Company. The Company does not believe that any individual claim, if any, would have a material adverse impact on its consolidated financial condition or consolidated results of operations and cash flows.

On November 30, 2002, four former hourly employees commenced a lawsuit against the Company in the United States District Court for the Western District of New York entitled Dawn Seever, et al. v. Carrols Corporation. The lawsuit alleges, in substance, that the Company violated certain minimum wage laws under the Federal Fair Labor Standards Act and related state laws by requiring employees to work without recording their time and by retaliating against those who complained. The plaintiffs seek damages, costs and injunctive relief. They also seek to notify, and eventually certify, a class consisting of current and former employees who, since 1998, have worked, or are working, for the Company. On February 25, 2005 the plaintiffs’ filed motions for judicial notice and to expand discovery class-wide. The Company has opposed plaintiffs’ motions. It is too early to evaluate the likelihood of an unfavorable outcome or estimate the amount or range of potential loss. Consequently, it is not possible to predict what adverse impact, if any, this case could have on the Company’s consolidated financial condition or consolidated results of operations and cash flows. The Company intends to continue to contest this case vigorously.

The Company is a party to various other litigation matters incidental to the conduct of business. The Company does not believe that the outcome of any of these matters will have a material adverse effect on its consolidated financial condition or results of operations and cash flows.

12. Recent Accounting Developments

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”) which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB No. 25. SFAS 123R requires the measurement of all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the consolidated statements of operations. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial

16

statement recognition. In March 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107 “Share-Based Payment” (“SAB 107”). SAB 107 expresses views of the SEC staff regarding the interaction between SFAS 123R and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements. SFAS 123R is effective for awards that are granted, modified, or settled in cash for the first annual reporting period beginning after June 15, 2005. The Company is currently evaluating the impact of these pronouncements on its financial statements.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets” (“SFAS 153”). This Statement amends the guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions” (“APB 29”). APB 29 provided an exception to the basic measurement principle (fair value) for exchanges of similar assets, requiring that some nonmonetary exchanges be recorded on a carryover basis. SFAS 153 eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance, that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. The provisions of SFAS 153 are effective for exchanges of nonmonetary assets occurring in fiscal periods beginning after June 15, 2005. The Company is currently evaluating the impact of SFAS 153 on its financial statements.

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” (“FIN 47”). FIN 47 clarifies that the term “conditional” as used in SFAS No. 143, “Accounting for Asset Retirement Obligations,” which refers to a legal obligation to perform an asset retirement activity even if the timing and/or settlement are conditional on a future event that may or may not be within the control of an entity. Accordingly, the entity must record a liability for the conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. FIN 47 is effective for periods no later than fiscal years ending after December 15, 2005. The Company is currently evaluating the impact of FIN 47 on its financial statements.

On June 30, 2005, tax legislation in the state of Ohio was enacted that significantly restructured the tax system for most corporate taxpayers. Included in the legislation is a multi-year phase-out of the state franchise tax and tangible personal property tax. These taxes will be replaced with a Commercial Activity Tax that will be phased-in over a five-year period. In the second quarter of 2005 the Company recorded tax expense of $0.5 million related to the impact of this legislation due to the reduction of deferred tax assets associated with the future utilization of Ohio net operating loss carryforwards.

13. Guarantor Financial Statements

The $180.0 million 9% Senior Subordinated Notes due 2013 of the Company are guaranteed by certain of the Company’s subsidiaries (“Guarantor Subsidiaries”), all of which are wholly-owned by the Company. These subsidiaries are:

Cabana Beverages, Inc.

Cabana Bevco LLC

Carrols Realty Holdings Corp.

Carrols Realty I Corp.

Carrols Realty II Corp.

Carrols J.G. Corp.

Pollo Franchise, Inc.

Pollo Operations, Inc.

Quanta Advertising Corp.

Taco Cabana, Inc.

TP Acquisition Corp.

TC Bevco LLC

TC Lease Holdings III, V and VI, Inc.

T.C. Management, Inc.

Get Real, Inc.

Texas Taco Cabana, L.P.

The following supplemental financial information sets forth on a condensed consolidating basis, balance sheets as of June 30, 2005 and December 31, 2004, for the Parent Company only, Guarantor Subsidiaries and for the Company and the related statements of operations and statements of cash flows for the three and six months ended June 30, 2005 and 2004.

For certain of the Company’s sale/leaseback transactions, the Parent Company has guaranteed on an unsecured basis the rental payments of its subsidiaries. In accordance with Emerging Issues Task Force Issue No. 90-14, “Unsecured Guarantee by Parent of Subsidiary’s Lease Payments in a Sale/Leaseback Transaction”, the Company has included in the following Guarantor Financial Statements amounts pertaining to these leases as if they were accounted for as financing transactions of the Guarantor subsidiaries. These adjustments are eliminated in consolidation.

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For purposes of the guarantor financial statements, the Company and its subsidiaries determine the applicable tax provision for each entity generally using the separate return method. Under this method, current and deferred taxes are allocated to each reporting entity as if it were to file a separate tax return. The rules followed by the reporting entity in computing its tax obligation or refund, including the effects of the alternative minimum tax, would be the same as those followed in filing a separate return with the Internal Revenue Service. However, for purposes of evaluating an entity’s ability to realize its tax attributes, the Company assesses whether it is more likely than not that those assets will be realized at the consolidated level. Under this approach, to the extent that no valuation allowance has been provided in the consolidated financial statements, there would typically be no need for a valuation allowance in the separate accounts of the individual entities. Any differences in the total of the income tax provision (benefit) for the Parent Company Only and the Guarantor Subsidiaries, as calculated on the separate return method, and the consolidated income tax provision (benefit) are eliminated in consolidation.

The Company provides some administrative support to its subsidiaries related to executive management, information systems and certain accounting, legal and other administrative functions. For purposes of the guarantor financial statements, the Company allocates such corporate costs on a specific identification basis, where applicable, or based on revenues or the number of restaurants for each subsidiary. Management believes that these allocations are reasonable based on the nature of costs incurred. The Company did not previously allocate these corporate costs to its guarantor subsidiaries for periods ended prior to December 31, 2004.

The Company has restated the guarantor financial statements as of and for the three and six months ended June 30, 2004 to reflect the allocation of the corporate costs to conform to the current year presentation. The effect of these restatements resulted in allocations from the Parent Company to the Guarantor Subsidiaries for the three and six months ended June 30, 2004 of $598 and $ 1,196 for general and administrative expenses and $52 and $104 for depreciation expense, respectively. The income tax benefit related to these allocations included in the Guarantor Subsidiaries statement of operations was $122 and $244, respectively, for the three and six month periods ended June 30, 2004.

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CONSOLIDATING BALANCE SHEET

June 30, 2005 (As Restated)

(In thousands of dollars)

(Unaudited)

	Parent Company Only			Guarantor Subsidiaries			Eliminations			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	15,294		$	2,105		$	—		$	17,399
Trade and other receivables, net		703			2,380			—			3,083
Inventories		3,438			1,433			—			4,871
Prepaid rent		1,874			1,734			—			3,608
Prepaid expenses and other current assets		1,736			3,406			—			5,142
Refundable income taxes		550			—			—			550
Deferred income taxes		3,618			2,624			—			6,242
Total current assets		27,213			13,682			—			40,895
Property and equipment, net		91,059			143,801			(23,810	)		211,050
Franchise rights, net		87,922			—			—			87,922
Goodwill		1,450			120,791			—			122,241
Franchise agreements, net		6,134									6,134
Intercompany receivable (payable)		153,633			(153,758	)		125			—
Investment in subsidiaries		15,138			—			(15,138	)		—
Deferred income taxes		2,988			10,507			(316	)		13,179
Other assets		10,828			5,431			(1,109	)		15,150
Total assets	$	396,365		$	140,454		$	(40,248	)	$	496,571
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	2,343		$	259		$	—		$	2,602
Accounts payable		6,529			10,157			—			16,686
Accrued interest		8,822			—			—			8,822
Accrued payroll, related taxes and benefits		7,997			6,550			—			14,547
Other liabilities		8,649			5,680			—			14,329
Total current liabilities		34,340			22,646			—			56,986
Long-term debt, net of current portion		397,061			257			—			397,318
Lease financing obligations		48,855			91,541			(28,510	)		111,886
Deferred income—sale-leaseback of real estate		4,855			1,202			2,746			8,803
Accrued postretirement benefits		3,671			—			—			3,671
Other liabilities		17,232			10,189			135			27,556
Total liabilities		506,014			125,835			(25,629	)		606,220
Commitments and contingencies
Stockholder’s equity (deficit)		(109,649	)		14,619			(14,619	)		(109,649	)
Total liabilities and stockholder’s equity (deficit)	$	396,365		$	140,454		$	(40,248	)	$	496,571

19

CONSOLIDATING BALANCE SHEET

December 31, 2004

(In thousands of dollars)

(Unaudited)

	Parent Company Only			Guarantor Subsidiaries			Eliminations			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	29,195		$	2,271		$	—		$	31,466
Trade and other receivables, net		336			2,242			—			2,578
Inventories		3,376			1,455			—			4,831
Prepaid rent		1,866			1,723			—			3,589
Prepaid expenses and other current assets		1,085			3,273			—			4,358
Refundable income taxes		3,326			—			—			3,326
Deferred income taxes		3,618			2,624			—			6,242
Total current assets		42,802			13,588			—			56,390
Property and equipment, net		97,006			140,532			(24,049	)		213,489
Franchise rights, net		90,056			—			—			90,056
Goodwill		1,450			120,791			—			122,241
Franchise agreements, net		6,480			—			—			6,480
Intercompany receivable (payable)		148,424			(149,005	)		581			—
Investment in subsidiaries		14,100			—			(14,100	)		—
Deferred income taxes		3,198			9,930			(188	)		12,940
Other assets		10,442			5,380			(1,172	)		14,650
Total assets	$	413,958		$	141,216		$	(38,928	)	$	516,246
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt	$	2,343		$	268		$	—		$	2,611
Accounts payable		7,875			9,706			—			17,581
Accrued interest		956			—			—			956
Accrued payroll, related taxes and benefits		16,142			8,798			—			24,940
Accrued bonus to employees and director		20,860			—			—			20,860
Other liabilities		8,586			5,371			—			13,957
Total current liabilities		56,762			24,143			—			80,905
Long-term debt, net of current portion		398,233			381			—			398,614
Lease financing obligations, net of current portion		48,892			91,313			(28,490	)		111,715
Deferred income—sale-leaseback of real estate		4,086			1,676			2,823			8,585
Accrued postretirement benefits		3,504			—			—			3,504
Other liabilities		18,010			10,340			102			28,452
Total liabilities		529,487			127,853			(25,565	)		631,775
Commitments and contingencies
Stockholder’s equity (deficit)		(115,529	)		13,363			(13,363	)		(115,529	)
Total liabilities and stockholder’s equity (deficit)	$	413,958		$	141,216		$	(38,928	)	$	516,246

20

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended June 30, 2005 (As Restated)

(In thousands of dollars)

(Unaudited)

	Parent Company Only			Guarantor Subsidiaries			Eliminations			Consolidated Total
Revenues:
Restaurant sales	$	94,288		$	87,105		$	—		$	181,393
Franchise royalty revenues and fees		—			407			—			407
Total revenues		94,288			87,512			—			181,800
Costs and expenses:
Cost of sales		26,507			27,011			—			53,518
Restaurant wages and related expenses		29,125			22,922			—			52,047
Restaurant rent expense		5,420			2,866			585			8,871
Other restaurant operating expenses		13,689			11,429			—			25,118
Advertising expense		4,006			2,979			—			6,985
General and administrative (including $16,357 of stock-based compensation expense)		16,990			10,432			—			27,422
Depreciation and amortization		4,968			3,513			(119	)		8,362
Impairment losses		312			95			—			407
Total operating expenses		101,017			81,247			466			182,730
Income (loss) from operations		(6,729	)		6,265			(466	)		(930	)
Interest expense		8,957			2,333			(649	)		10,641
Intercompany interest allocations		(4,556	)		4,556			—			—
Loss before income taxes		(11,130	)		(624	)		183			(11,571	)
Provision (benefit) for income taxes		(1,621	)		906			498			(217	)
Equity loss from subsidiaries		(1,845	)		—			1,845			—
Net loss	$	(11,354	)	$	(1,530	)	$	1,530		$	(11,354	)

21

CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended June 30, 2004 (As Restated)

(In thousands of dollars)

(Unaudited)

	Parent Company Only			Guarantor Subsidiaries		Eliminations			Consolidated Total
Revenues:
Restaurant sales	$	95,297		$	82,225	$	—		$	177,522
Franchise royalty revenues and fees		—			401		—			401
Total revenues		95,297			82,626		—			177,923
Costs and expenses:
Cost of sales		27,233			25,087		—			52,320
Restaurant wages and related expenses		29,343			22,328		—			51,671
Restaurant rent expense		5,466			2,426		586			8,478
Other restaurant operating expenses		13,023			9,836		—			22,859
Advertising expense		3,688			3,358		—			7,046
General and administrative (including $1,098 of stock-based compensation expense)		5,143			6,442		—			11,585
Depreciation and amortization		5,975			4,209		(119	)		10,065
Impairment losses		308			—		—			308
Total operating expenses		90,179			73,686		467			164,332
Income from operations		5,118			8,940		(467	)		13,591
Interest expense		7,057			2,343		(651	)		8,749
Intercompany interest allocations		(4,556	)		4,556		—			—
Income before income taxes		2,617			2,041		184			4,842
Provision for income taxes		1,053			707		450			2,210
Equity income from subsidiaries		1,068			—		(1,068	)		—
Net income	$	2,632		$	1,334	$	(1,334	)	$	2,632

22

CONSOLIDATING STATEMENT OF OPERATIONS

Six Months Ended June 30, 2005 (As Restated)

(In thousands of dollars)

(Unaudited)

	Parent Company Only			Guarantor Subsidiaries		Eliminations			Consolidated Total
Revenues:
Restaurant sales	$	179,174		$	171,357	$	—		$	350,531
Franchise royalty revenues and fees		—			785		—			785
Total revenues		179,174			172,142		—			351,316
Costs and expenses:
Cost of sales		49,427			52,929		—			102,356
Restaurant wages and related expenses		57,124			44,998		—			102,122
Restaurant rent expense		10,859			5,734		1,171			17,764
Other restaurant operating expenses		27,031			22,283		—			49,314
Advertising expense		7,368			6,180		—			13,548
General and administrative (including $16,432 of stock-based compensation expense)		22,370			15,614		—			37,984
Depreciation and amortization		10,120			6,846		(239	)		16,727
Impairment losses		758			95		—			853
Total operating expenses		185,057			154,679		932			340,668
Income (loss) from operations		(5,883	)		17,463		(932	)		10,648
Interest expense		17,551			4,661		(1,298	)		20,914
Intercompany interest allocations		(9,112	)		9,112		—			—
Income (loss) before income taxes		(14,322	)		3,690		366			(10,266	)
Provision (benefit) for income taxes		(2,803	)		2,434		584			215
Equity income from subsidiaries		1,038			—		(1,038	)		—
Net income (loss)	$	(10,481	)	$	1,256	$	(1,256	)	$	(10,481	)

23

CONSOLIDATING STATEMENT OF OPERATIONS

Six Months Ended June 30, 2004 (As Restated)

(In thousands of dollars)

(Unaudited)

	Parent Company Only			Guarantor Subsidiaries		Eliminations			Consolidated Total
Revenues:
Restaurant sales	$	176,426		$	157,641	$	—		$	334,067
Franchise royalty revenues and fees		—			756		—			756
Total revenues		176,426			158,397		—			334,823
Costs and expenses:
Cost of sales		48,252			47,749		—			96,001
Restaurant wages and related expenses		56,790			42,732		—			99,522
Restaurant rent expense		10,687			4,983		1,171			16,841
Other restaurant operating expenses		25,706			19,043		—			44,749
Advertising expense		6,949			5,924		—			12,873
General and administrative (including $1,624 of stock-based compensation expense)		10,069			11,801		—			21,870
Depreciation and amortization		12,117			8,344		(238	)		20,223
Impairment losses		569			—		—			569
Total operating expenses		171,139			140,576		933			312,648
Income from operations		5,287			17,821		(933	)		22,175
Interest expense		14,342			4,685		(1,302	)		17,725
Intercompany interest allocations		(9,112	)		9,112		—			—
Income before income taxes		57			4,024		369			4,450
Provision for income taxes		35			1,441		559			2,035
Equity income from subsidiaries		2,393			—		(2,393	)		—
Net income	$	2,415		$	2,583	$	(2,583	)	$	2,415

24

CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2005 (As Restated)

(In thousands of dollars)

(Unaudited)

	Parent Company Only			Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows provided from (used for) operating activities:
Net income (loss)	$	(10,481	)	$	1,256		$	(1,256	)	$	(10,481	)
Adjustments to reconcile net income (loss) to net cash provided from (used for) operating activities:
Gain on disposal of property and equipment		—			(395	)		—			(395	)
Stock-based compensation		10,859			5,502			—			16,361
Depreciation and amortization		10,120			6,846			(239	)		16,727
Amortization of deferred financing costs		698			124			(63	)		759
Amortization of unearned purchase discounts		(1,077	)		—			—			(1,077	)
Amortization of deferred gains from sale-leaseback transactions		(98	)		(74	)		(77	)		(249	)
Accretion of interest on lease financing obligations		(35	)		229			(21	)		173
Impairment losses		758			95			—			853
Deferred income taxes		520			(888	)		128			(240	)
Decrease in accrued bonus to employees and director		(20,860	)		—			—			(20,860	)
Decrease in accrued payroll, related taxes and benefits		(8,145	)		(2,248	)		—			(10,393	)
Changes in other operating assets and liabilities		6,569			(189	)		1,528			7,908
Net cash provided from (used for) operating activities		(11,172	)		10,258			—			(914	)
Cash flows used for investing activities:
Capital expenditures:
New restaurant development		18			(7,611	)		—			(7,593	)
Restaurant remodeling		(1,032	)		(625	)		—			(1,657	)
Other restaurant capital expenditures		(758	)		(2,288	)		—			(3,046	)
Corporate and restaurant information systems		(457	)		(246	)		—			(703	)
Total capital expenditures		(2,229	)		(10,770	)		—			(12,999	)
Properties purchased for sale-leaseback		(275	)		—			—			(275	)
Proceeds from sale-leaseback transactions		1,137									1,137
Proceeds from dispositions of property and equipment		—			479			—			479
Net cash used for investing activities		(1,367	)		(10,291	)		—			(11,658	)
Cash flows used for financing activities:
Scheduled principal payments on term loans		(1,100	)		—			—			(1,100	)
Principal payments on capital leases		(72	)		(133	)		—			(205	)
Financing costs associated with issuance of debt		(190	)		—			—			(190	)
Net cash used for financing activities		(1,362	)		(133	)		—			(1,495	)
Decrease in cash and cash equivalents		(13,901	)		(166	)		—			(14,067	)
Cash and cash equivalents, beginning of period		29,195			2,271			—			31,466
Cash and cash equivalents, end of period	$	15,294		$	2,105		$	—		$	17,399

25

CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2004 (As Restated)

(In thousands of dollars)

(Unaudited)

	Parent Company Only			Guarantor Subsidiaries			Elimination			Consolidated Total
Cash flows provided from (used for) operating activities:
Net income	$	2,415		$	2,583		$	(2,583	)	$	2,415
Adjustments to reconcile net income to net cash provided from (used for) operating activities:
Gain on disposal of property and equipment		(288	)		—			—			(288	)
Stock-based compensation		—			1,624			—			1,624
Depreciation and amortization		12,117			8,344			(238	)		20,223
Amortization of deferred financing costs		717			135			(68	)		784
Amortization of unearned purchase discounts		(1,078	)		—			—			(1,078	)
Amortization of deferred gains from sale-leaseback transactions		(113	)		(48	)		(77	)		(238	)
Accretion of interest on lease financing obligations		(5	)		241			(19	)		217
Impairment losses		569			—			—			569
Deferred income taxes		(220	)		(1,055	)		87			(1,188	)
Increase in accrued payroll, related taxes and benefits		3,282			1,090			—			4,372
Changes in other operating assets and liabilities		11,055			(13,767	)		2,898			186
Net cash provided from (used for) operating activities		28,451			(853	)		—			27,598
Cash flows provided from (used for) investing activities:
Capital expenditures:
New restaurant development		(923	)		(2,691	)		—			(3,614	)
Restaurant remodeling		(479	)		—			—			(479	)
Other restaurant expenditures		(1,058	)		(1,629	)		—			(2,687	)
Corporate and restaurant information systems		(255	)		(107	)		—			(362	)
Total capital expenditures		(2,715	)		(4,427	)		—			(7,142	)
Properties purchased for sale-leaseback		(924	)		—			—			(924	)
Proceeds from sale-leaseback transactions		3,851			3,130			—			6,981
Proceeds from sales of other properties		488			—			—			488
Net cash provided from (used for) investing activities		700			(1,297	)		—			(597	)
Cash flows provided from (used for) financing activities:
Borrowings from revolving credit facility, net		700			—			—			700
Scheduled principal payments on term loans		(6,750	)		—			—			(6,750	)
Principal pre-payments on term loans		(24,000	)		—			—			(24,000	)
Payments on other notes payable, net		(117	)		—			—			(117	)
Principal payments on capital leases		(78	)		(123	)		—			(201	)
Proceeds from lease financing obligations, net		1,250			3,250			—			4,500
Financing costs associated with issuance of debt		(61	)		(160	)		—			(221	)
Net cash provided from (used for) financing activities		(29,056	)		2,967			—			(26,089	)
Increase in cash and cash equivalents		95			817			—			912
Cash and cash equivalents, beginning of period		708			1,706			—			2,414
Cash and cash equivalents, end of period	$	803		$	2,523		$	—		$	3,326

26

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

Throughout this Quarterly Report on Form 10-Q/A, we refer to Carrols Corporation, a Delaware corporation, as “Carrols” and, together with its consolidated subsidiaries, as “we”, “our” and “us” unless otherwise indicated. Any reference to “Carrols Holdings” or “Holdings” refers to our sole stockholder and corporate parent, Carrols Holdings Corporation, a Delaware corporation, unless otherwise indicated.

We use the term “Segment EBITDA” in Amendment No. 1 to our Quarterly Report on Form 10-Q/A for the quarterly period ended July 3, 2005 because we believe it is a useful financial indicator for measuring segment operating results. Segment EBITDA may not be necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

This 2005 Quarterly Report on Form 10-Q/A contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are predictive in nature or that depend upon or refer to future events or conditions are forward-looking statements. These statements are often identified by the words “may,” “might,” “will,” “should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,” “hope” or similar expressions. In addition, expressions of our strategies, intentions or plans are also forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their date. There are important factors that could cause actual results to differ materially from those in forward-looking statements, many of which are beyond our control. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. We believe important factors that could cause actual results to differ materially from our expectations include the following, in addition to other risks and uncertainties discussed herein and in Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004:

• Competitive conditions;

• Regulatory factors;

• Environmental conditions and regulations;

• General economic conditions, particularly at the retail level;

• Weather conditions;

• Fuel prices;

• Significant disruptions in service or supply by any of our suppliers or distributors;

• Labor and employment benefit costs;

• The outcome of pending or yet-to-be instituted legal proceedings;

• Our ability to manage our growth and successfully implement our business strategy;

• The risks associated with the expansion of our business;

• General risks associated with the restaurant industry;

• Our inability to integrate any businesses we acquire;

• Our borrowing costs and credit ratings, which may be influenced by the credit ratings of our competitors;

27

• The availability and terms of necessary or desirable financing or refinancing and other related risks and uncertainties;

• The risk of events similar to those of September 11, 2001 or an outbreak or escalation of any insurrection or armed conflict involving the United States or any other national or international calamity;

• Factors that affect the restaurant industry generally, including recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products, as well as recent publicity concerning the health implications of obesity and transfatty acids; and

• Other risks and uncertainties that are discussed herein and in Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2004.

We use a 52-53 week fiscal year ending on the Sunday closest to December 31. For convenience, all references herein to the fiscal years ended January 2, 2005 and December 28, 2003 will be referred to as the fiscal years ended December 31, 2004 and 2003, respectively. Similarly, all references herein to the three and six months ended July 3, 2005 and June 27, 2004 will be referred to as the three months ended June 30, 2005 and June 30, 2004, respectively.

Overview

We are one of the largest restaurant companies in the United States operating three restaurant brands in the quick-casual and quick-service restaurant segments with 533 company-owned and operated restaurants in 17 states as of June 30, 2005. We own, operate and franchise two Hispanic restaurant brands, Taco Cabana^® and Pollo Tropical^® (together referred to by us as our Hispanic Brands) operating primarily in Texas and Florida, respectively. We are also the largest Burger King^® franchisee and have operated Burger King restaurants since 1976. We believe that the diversification of our restaurant concepts and geographic dispersion of our restaurants provide us with balance and stability. For the three and six months ended June 30, 2005 we had total revenues of $181.8 million and $351.3 million, respectively.

Hispanic Brands

We acquired Pollo Tropical, Inc. in July 1998 and acquired Taco Cabana, Inc. in December 2000. Our Hispanic Brands combine the convenience of quick-service restaurants with the menu variety, use of fresh ingredients, upscale decor and food quality of casual dining. As of June 30, 2005, our Hispanic Brands were comprised of 193 company-owned and 31 franchised restaurants and accounted for 49.0% of our total revenues for the six months ended June 30, 2005.

Taco Cabana. Taco Cabana restaurants combine fresh, high-quality Tex-Mex and traditional Mexican style food in a festive setting with the convenience and value of quick-service restaurants. Menu items include sizzling fajitas, quesadillas, enchiladas, other Tex-Mex dishes, fresh-made flour tortillas, frozen margaritas and beer. Most menu items are made fresh daily in each of our Taco Cabana restaurants. Taco Cabana pioneered the Mexican patio café concept with its first restaurant in San Antonio, Texas in 1978. As of June 30, 2005, we owned and operated 128 Taco Cabana restaurants located in Texas, Oklahoma and New Mexico and franchised seven Taco Cabana restaurants in Texas, New Mexico and Georgia. For the three and six months ended June 30, 2005, our company-owned Taco Cabana restaurants generated total revenues of $52.9 million and $103.1 million, respectively, and segment EBITDA of $7.9 million and $15.2 million, respectively.

Pollo Tropical. Pollo Tropical restaurants combine high quality distinctive menu items and an inviting tropical setting with the convenience and value of quick-service restaurants. Our Pollo Tropical restaurants feature fresh grilled chicken marinated in a proprietary blend of tropical fruit juices and spices and authentic “made from scratch” side dishes. Most menu items are made fresh daily in each of our Pollo Tropical restaurants. Pollo Tropical opened its first company-owned restaurant in 1988 in Miami. As of June 30, 2005, we owned and operated a total of 65 Pollo Tropical restaurants, 56 of which were located in south Florida and nine of which were located in central Florida. We also franchised 24 Pollo Tropical restaurants as of June 30, 2005, 21 of which were located in Puerto Rico, two in Ecuador and one in Miami. Since our acquisition of Pollo Tropical, we have expanded the brand by over 75% by opening 29 new restaurants. For the three and six months ended June 30, 2005, our company-owned Pollo Tropical restaurants generated total revenues of $34.6 million and $69.0 million, respectively, and segment EBITDA of $7.5 million and $14.8 million, respectively.

Burger King. Burger King is one of the largest hamburger restaurant chains in the world and we are the largest Burger King franchisee. Burger King restaurants feature the popular flame-broiled WHOPPER^® sandwich as well as hamburgers and other sandwiches, fries, salads, breakfast items and other offerings typically found in quick-service hamburger restaurants. As

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of June 30, 2005, we operated 340 Burger King restaurants located in 13 Northeastern, Midwestern and Southeastern states. For the three and six months ended June 30, 2005, our Burger King restaurants generated total revenues of $94.3 million and $179.2 million, respectively, and segment EBITDA of $8.8 million and $14.6 million, respectively.

Issuance of Stock

Effective May 3, 2005, Holdings issued an aggregate of 260,600 shares of Holdings common stock in exchange for the cancellation and termination of an identical number of outstanding options to purchase shares of Holdings common stock. During the second quarter Holdings also issued an additional 5,440 shares of Holdings common stock in separate awards. As a consequence of the exchange, all outstanding stock options were cancelled and terminated. All shares were issued pursuant to stock award agreements, which provide that such shares are fully vested and non-forfeitable upon issuance, but may not be sold or otherwise disposed of for a period of two years from the date of issuance. Such agreements also provide that up to an aggregate of 16% of each recipients’ shares (for those recipients that were issued 100 or more shares) are subject to

repurchase by Holdings (at its option) after December 31, 2006 under certain circumstances described in the award agreements. In addition, such shares may be subject to repurchase by Holdings (at its option) in the event of a termination of employment before the occurrence of certain events. We recorded a pretax compensation charge, including applicable payroll taxes, of $16.4 million in the second quarter of 2005 relative to these stock awards.

Restatements of Previously Issued Financial Statements

Current Restatement

As previously reported in Amendment No. 1 to the Company’s 2004 Annual Report on Form 10-K/A for the year ended December 31, 2004, we restated our financial statements including applicable footnotes as of December 31, 2004 and 2003 and for the years ended December 31, 2004, 2003 and 2002 and the unaudited quarterly financial information for the first three quarters of 2004.

Lease Financing Obligations

We reviewed our accounting with respect to the depreciation of assets and recording of interest expense associated with lease financing obligations related to sale-leaseback transactions required to be accounted for under the financing method. Under the financing method, the assets subject to these obligations remain on the consolidated balance sheet at their historical costs and continue to be depreciated over their useful lives; the proceeds we received from the transaction are recorded as a lease financing obligation and the lease payments are applied as payments of principal and interest.

We previously considered the land and building as a single asset and depreciated this asset (both land and building) over a depreciable life that was deemed to be the 20-year primary lease term of the underlying obligation. We have concluded that our prior accounting was in error and that the portion of the asset representing land should not be depreciated and the depreciation of the building portion of this asset should continue using its original estimated useful life rather than the term of the underlying obligation. The effect of this restatement resulted in a reduction of depreciation expense of $0.5 million and $1.0 million in each of the three and six months ended June 30, 2005 and 2004, respectively; and an increase to net income of $0.4 million in the three months ended June 30, 2005 and 2004, and $ 0.7 million and $0.6 million in the six months ended June 30, 2005 and 2004, respectively.

Historically, we allocated the related lease payments between interest and principal using an interest rate that would fully amortize the lease financing obligation by the end of the primary lease term. Due to the change in depreciation described above, the assets subject to the lease financing obligations will have a net book value at the end of the primary lease term, primarily for the land portion. To prevent the recognition of a non-cash loss or negative amortization of the obligation through the end of the primary lease term, it was necessary to reevaluate the selection of interest rates which included our incremental borrowing rate, and to adjust the rates used to amortize the lease financing obligations so that a lease obligation equal to or greater that the unamortized asset remained at the end of the primary lease term. The effect of this restatement resulted in an increase in interest expense related to the lease financing obligations of $0.7 million and $1.3 million in each of the three and six months ended June 30, 2005 and 2004 and decrease in net income of $0.5 million in both the three months ended June 30, 2005 and 2004, respectively; and $0.9 million and $0.8 million in the six months ended June 30, 2005 and 2004, respectively.

These restatements also resulted in an increase in land and buildings subject to lease financing obligations of $12.5 million and an increase in lease financing obligations of $16.1 million at June 30, 2005.

We also has reviewed previously reported sale-leaseback transactions and determined twelve additional real estate transactions were required to be recorded as financing transactions rather than as sale/leaseback transactions under SFAS No.

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98 “Accounting for Leases” due to certain forms of continuing involvement. The impact of this restatement is to keep the assets subject to such leases on our balance sheet and to record the proceeds we received from these transactions (including the gains previously deferred) as lease financing obligations. This restatement also affects our operating results by increasing the depreciation expense for buildings subject to these transactions and recharacterizing the lease payments, previously reported as rent expense for these restaurants, as interest expense and principal repayments on the related financing obligations. The effect of this restatement (a) for the three and six months ended June 30, 2005 and 2004 was to (i) reduce rent expense by $0.3 million and $0.6 million in the three and six months ended June 30, 2005, respectively, and reduce rent expense by $0.3 million and $0.5 million in the three and six months ended June 30, 2004, respectively; (ii) increase depreciation expense by $0.1 million and $0.2 million in each of the three and six month periods ended June 30, 2005 and 2004, respectively; (iii) increase interest expense by $0.3 million and $0.7 million in each of the three and six month periods ended June 30, 2005 and 2004, respectively; and (iv) reduce net income by $0.1 million and $0.2 million in each of the three and six months ended June 30, 2005 and 2004, respectively and (b) at June 30, 2005, to increase the net book value of the assets subject to lease financing obligations by $9.3 million, reduce deferred income-sale/leaseback of real estate by $2.9 million and increase lease financing obligations by $14.7 million.

The net effect of the above current restatements was to decrease net income $0.2 million and $0.4 million, respectively, in each of the three and six months ended June 30, 2005 and 2004.

Deferred Taxes

We also have reviewed deferred taxes recorded for certain long-lived assets and liabilities that were previously acquired in business combinations and the related differences between the income tax bases and the financial reporting bases of these assets and liabilities and determined that the deferred taxes recorded at the acquisition dates were incorrect. The result of these restatements was to decrease goodwill and deferred tax liabilities by $2.1 million in the aggregate related to the Company’s 2000 acquisition of Taco Cabana and to increase goodwill and deferred tax liabilities by $0.6 million related to the Company’s 1998 acquisition of Pollo Tropical. This restatement also cumulatively decreased goodwill amortization expense by $0.1 million for periods prior to 2002.

Statements of Cash Flows

The proceeds from qualifying sale-leaseback transactions in prior periods are being recorded as an investing activity rather than as a financing activity as previously reported in the statements of cash flows. For the six months ended June 30, 2005 and 2004 proceeds from qualifying sale-leaseback transactions included in the accompanying consolidated financial statements were $1.1 million and $7.0 million, respectively. We also restated our consolidated statements of cash flows for the three and six months ended June 30, 2005 and 2004 to reflect the impact of changes in accounts payable related to the acquisition of property and equipment as a non-cash item as required under SFAS No. 95.

Net cash provided from operating activities, capital expenditures and net cash used for investing activities in the statements of cash flows have been increased by $0.2 million and $0.1 million for the six months ended June 30, 2005 and 2004, respectively for such amounts representing the change in the amount of capital expenditures included in accounts payable at the beginning and end of the periods.

Previous Restatement

As previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, the Company restated its financial statements including applicable footnotes as of December 31, 2003 and for the years ended December 31, 2003 and 2002 and the unaudited quarterly financial information for the first three quarters of 2004.

Lease and Leasehold Improvement Accounting

We reviewed our lease accounting policies following a host of announcements by many restaurant and retail companies that they were revising their accounting practices for leases. We historically followed the accounting practice of using the initial lease term when determining operating versus capital lease classification and when calculating straight-line rent expense. In addition, we depreciated our buildings on leased land and leasehold improvements over a period that included both the initial lease term plus one or more optional extension periods even if the option renewal was not reasonably assured (or the useful life of the asset if shorter).

Upon such review, we restated our financial statements for the years ended December 31, 2003 and 2002 and the unaudited quarterly financial information for 2003 and the first three quarters of 2004 to correct errors in our lease

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accounting. Specifically, we revised our lease term for purposes of lease classification and calculating straight-line rent expense to only include renewal options that are reasonably assured of exercise because an economic penalty, as defined under SFAS No. 98, “Accounting for Leases,” would be incurred in the event of non-renewal. We also revised our useful lives of leasehold improvements to the shorter of their economic lives or the lease term as defined in SFAS No. 13. The primary impact of the restatement was to accelerate depreciation of buildings on leased land and leasehold improvements made subsequent to the lease inception date. The restatement also reduced the lives of intangible assets related to leases. As a result of this restatement, amortization expense for leasehold improvements and assets related to leases for the three and six months ended June 30, 2004 increased by $0.2 million and $0.5 million, respectively.

In conjunction with the review of our lease accounting, we also determined that adjustments were necessary for lease liabilities for operating leases with non-level rents at the time of our acquisitions of Pollo Tropical in 1998 and Taco Cabana in 2000 as well as liabilities related to acquired leases with above-market rentals for Taco Cabana. We adjusted our purchase price allocations for these acquisitions and restated lease liabilities and goodwill as of the acquisition dates. We also restated rent expense and interest expense for those previously reported periods subsequent to each acquisition and restated goodwill amortization through December 31, 2001. As a result of these restatements, rent expense for the three and six months ended June 30, 2004 increased $0.1 million.

Accounting for Franchise Rights

In 2004, we also reviewed our accounting policies for the amortization of franchise rights, intangible assets pertaining to our Burger King acquisitions, and determined that we made an error in the assessment of their remaining useful lives at January 1, 2002, as part of our adoption of SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). Beginning on January 1, 2002, amounts allocated to franchise rights for each acquisition are amortized using the straight-line method over the average remaining term of the acquired franchise agreements at January 1, 2002, plus one twenty-year renewal period. Previously, we amortized the amounts allocated to franchise rights over periods ranging from twenty to forty years.

In connection with the review of our accounting for franchise rights, we also determined that we understated the franchise rights and deferred tax liabilities each by $14.0 million that pertained to an acquisition of 64 Burger King restaurants in 1997.

The adjustments related to these restatements reduced amortization expense for the three and six months ended June 30, 2004 by $0.2 million and $0.4 million, respectively.

Stock-based Compensation Expense

In 2004, we reevaluated the terms of our option plans and grants and concluded that provisions of certain options granted under our plans require us to account for these options using the variable accounting provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (APB 25). Previously, we had accounted for these options under APB 25 using a fixed accounting treatment whereby compensation expense, if any, was only evaluated at the date of the option grant. The impact of this adjustment was to increase stock-based compensation expense, included in general and administrative expenses, for the three and six months ended June 30, 2004 by $1.1 million and $1.6 million, respectively.

Accounting for Guarantor Financial Statements

The Company has restated its guarantor financial statements for the three and six months ended June 30, 2004 to reflect the allocation of corporate costs to conform to the current year presentation. See Note 13 to the Consolidated Financial Statements.

All previously reported amounts that appear in our Management’s Discussion and Analysis of Financial Condition and Results of Operations below have also been restated to report the revised amounts. See Note 3 to our Consolidated Financial Statements for a complete discussion of the restatements.

Significant Accounting Policies

Financial Reporting Release No. 72 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of consolidated financial statements. The following is a brief discussion of the more significant accounting policies and methods used by the Company.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make assumptions and estimates that can have a material impact on our results of operations. Sales

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recognition at company-operated restaurants is straightforward as customers pay for products at the time of sale and inventory turns over very quickly. Payments to vendors for products sold in the restaurants are generally settled within 30 days. The earnings reporting process is covered by our system of internal controls, and generally does not require significant management estimates and judgments. However, estimates and judgments, as noted below, are inherent in the assessment and recording of accrued occupancy costs, insurance liabilities, legal obligations, income taxes, the valuation of goodwill and intangible assets for impairment, and impairment of long-lived assets and lease accounting. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions.

Accrued occupancy costs. We make estimates of accrued occupancy costs pertaining to closed restaurant locations on an ongoing basis. These estimates require assessment and continuous evaluation of a number of factors such as the remaining contractual period under our lease obligations, the amount of sublease income we are able to realize on a particular property and estimates of other costs such as property taxes. Differences between actual future events and prior estimates could result in adjustments to these accrued costs. At June 30, 2005, we had three non-operating restaurant properties.

Insurance liabilities. We are self-insured for most workers’ compensation, general liability and medical insurance claims. At June 30, 2005, we had $9.4 million accrued for these insurance claims. We record insurance liabilities based on historical and industry trends, which are continually monitored, and adjust accruals as warranted by changing circumstances. Since there are many estimates and assumptions involved in recording these insurance liabilities, including the ability to estimate the future development of incurred claims based on historical trends, differences between actual future events and prior estimates and assumptions could result in adjustments to these liabilities.

Legal obligations. In the normal course of business, we must make estimates of potential future legal obligations and liabilities, which require the use of management’s judgment. Management may also use outside legal advice to assist in the estimating process. However, the ultimate outcome of various legal issues could be different than management estimates and adjustments to income could be required.

Income taxes. We record income tax liabilities utilizing known obligations and estimates of potential obligations. We are required to record a valuation allowance if it is more likely than not that the value of estimated deferred tax assets are different from those recorded. This would include making estimates and judgments on future taxable income, the consideration of feasible tax planning strategies and existing facts and circumstances. When the amount of deferred tax assets to be realized is expected to be different from that recorded, the asset balance and income statement would reflect the change in the period such determination is made.

Carrols and its subsidiaries file their tax returns on a consolidated basis with Carrols Holdings. Carrols Holdings has determined that it should have requested permission from the Internal Revenue Service (the “IRS”) in order for Carrols Holdings and its subsidiaries to file consolidated federal income tax returns for certain prior taxable years. Accordingly, Carrols Holdings has filed a ruling request with the IRS requesting such permission. We expect that such request will be granted. Moreover, if such request is denied, we believe that Carrols could still properly have filed a consolidated return with the subsidiaries comprising the Taco Cabana and Pollo Tropical businesses, but this result is uncertain. If the IRS were to successfully challenge the inclusion of those subsidiaries in our consolidated tax return, we have estimated that we would owe back taxes in an aggregate amount ranging from approximately $5 million to approximately $8 million plus interest (tax-effected) ranging from approximately $0.7 million to approximately $1.1 million. In such event, we would have net operating loss carryforwards, for individual subsidiaries, that could be utilized to offset future taxable income of our group, and only any interest charged would negatively impact our earnings.

Evaluation of Goodwill. We must evaluate our recorded indefinite-lived intangible assets for impairment under Statement of Financial Accounting Standards (SFAS) 142 “Goodwill and Other Intangible Assets” on an ongoing basis. We have elected to conduct our annual impairment review of goodwill and other indefinite-lived intangible assets at December 31. Our review at December 31, 2004 indicated there has been no impairment as of that date. This annual evaluation of goodwill requires us to make estimates and assumptions regarding the fair value of our reporting units. These estimates may differ from actual future events.

Impairment of Long-lived Assets. We assess the potential impairment of long-lived assets, principally property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment at the restaurant level by comparing undiscounted future cash flows from the related long-lived assets with their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of each restaurant over its remaining lease term. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets.

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Impairment of Burger King Franchise Rights. We assess the potential impairment of Burger King franchise rights whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment by comparing the aggregate undiscounted future cash flows from those acquired restaurants with the respective carrying value of franchise rights for each Burger King acquisition. In determining future cash flows, significant estimates are made by us with respect to future operating results of each group of acquired restaurants over their remaining franchise life. If acquired franchise rights are determined to be impaired, the impairment charge is measured by calculating the amount by which the franchise rights carrying amount exceeds its fair value. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets.

Lease Accounting. Judgments made by management for its lease obligations include the lease term including the determination of renewal options that are reasonably assured which can affect the classification of a lease as capital or operating for accounting purposes, the term over which related leasehold improvements for each restaurant are amortized, and any rent holidays and/or changes in rental amounts for recognizing rent expense over the term of the lease. These judgments may produce materially different amounts of depreciation, amortization and rent expense than would be reported if different assumed lease terms were used.

We also must evaluate under SFAS No. 98, “Accounting for Leases”, (“SFAS 98”) sales of our restaurants which occur in sale-leaseback transactions to determine the proper accounting for the proceeds of such sales either as a sale or a financing. This evaluation requires certain judgments in determining whether or not clauses in the lease or any related agreements constitute continuing involvement under SFAS 98. These judgments must also consider the various interpretations of SFAS 98 since its issuance in 1989. For those sale-leasebacks that are accounted for as financing transactions, we must estimate our incremental borrowing rate, or another rate in cases where the incremental borrowing rate is not appropriate to utilize, for purposes of determining interest expense and the resulting amortization of the lease financing obligation. Changes in the determination of the incremental borrowing rates or other rates utilized in connection with the accounting for lease financing transactions could have a significant effect on the interest expense and underlying balance of the lease financing obligations.

In addition, if a purchase option exists for any properties subject to a lease financing obligation, the purchase option is evaluated for its probability of exercise on an ongoing basis. This evaluation considers many factors including, without limitation, our intentions, the fair value of the underlying properties, our ability to acquire the property, economic circumstances and other available alternatives to us for the continued use of the property. These factors may change and be considered differently in future assessments of probability. At June 30, 2005 there were no purchase options for properties subject to lease financing obligations that we deemed were probable of exercise.

Recent Accounting Developments

In December 2004, the FASB issued Statement of Financial Accounting Standard No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R) which replaces SFAS No. 123 (SFAS 123), “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25 (APB 25), “Accounting for Stock Issued to Employees.” SFAS 123R requires the measurement of all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the consolidated statements of operations. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition. In March 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107 “Share-Based Payment.” SAB 107 expresses views of the SEC staff regarding the interaction between SFAS 123R and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements. SFAS 123R is effective for awards that are granted, modified, or settled in cash for the first annual reporting period beginning after June 15, 2005. We are currently evaluating the impact of these pronouncements on our financial statements.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets” (“SFAS 153”). This Statement amends the guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions” (“APB 29”). APB 29 provided an exception to the basic measurement principle (fair value) for exchanges of similar assets, requiring that some nonmonetary exchanges be recorded on a carryover basis. SFAS 153 eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial substance, that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. The provisions of SFAS 153 are effective for exchanges of nonmonetary assets occurring in fiscal periods beginning after June 15, 2005.

In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” (“FIN 47”). FIN 47 clarifies that the term “conditional” as used in SFAS No. 143, “Accounting for Asset

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Retirement Obligations,” which refers to a legal obligation to perform an asset retirement activity even if the timing and/or settlement are conditional on a future event that may or may not be within the control of an entity. Accordingly, the entity must record a liability for the conditional asset retirement obligation if the fair value of the obligation can be reasonably estimated. FIN 47 becomes effective for us in the fourth quarter of 2005. We are currently evaluating the impact of FIN 47 on our financial statements.

On June 30, 2005, tax legislation in the state of Ohio was enacted that significantly restructured the tax system for most corporate taxpayers. Included in the legislation is a multi-year phase-out of the state franchise tax and tangible personal property tax. These taxes will be replaced with a Commercial Activity Tax that will be phased-in over a five-year period. In the second quarter of 2005 we recorded a tax expense of $0.5 million related to the impact of this legislation due to the reduction of deferred tax assets associated with the future utilization of Ohio net operating loss carryforwards.

Results of Operations

Three Months Ended June 30, 2005 Compared to Three Months Ended June 30, 2004.

Since June 30, 2004, we have opened four new Pollo Tropical restaurants and five new Taco Cabana restaurants and closed one Taco Cabana restaurant and twelve Burger King restaurants.

The following table sets forth, for the three months ended June 30, 2005 and 2004, selected operating results as a percentage of restaurant sales:

	As Restated Note 3 (1) 2005		As Restated Note 3 (1) 2004
Restaurant sales:
Taco Cabana	29.1	%	29.0	%
Pollo Tropical	18.9	%	17.3	%
Burger King	52.0	%	53.7	%
	100.0	%	100.0	%
Costs and expenses:
Cost of sales	29.5	%	29.5	%
Restaurant wages and related expenses	28.7	%	29.1	%
Restaurant rent expense	4.9	%	4.8	%
Other restaurant operating expenses	13.8	%	12.9	%
Advertising expense	3.9	%	4.0	%
General and administrative (including stock-based compensation expense)	15.1	%	6.5	%

(1) For a discussion of the restatements, see Note 3 to the consolidated financial statements contained in this Form 10-Q/A.

Restaurant Sales. Total restaurant sales for the second quarter of 2005 increased $3.9 million, or 2.2%, to $181.4 million from $177.5 million in the second quarter of 2004 due to sales increases at our Hispanic restaurant brands.

Taco Cabana restaurant sales increased $1.3 million, or 2.6%, to $52.8 million in the second quarter of 2005 due primarily to the net addition of four restaurants since the end of the second quarter of 2004 and menu price increases since the end of the second quarter of approximately 2%. Sales at our comparable Taco Cabana restaurants increased 0.4% in the second quarter of 2005 compared to the second quarter of 2004.

Pollo Tropical restaurant sales increased $3.6 million, or 11.6%, in the second quarter of 2005 to $34.3 million due to a 6.3% sales increase at our comparable Pollo Tropical restaurants that resulted from an increase in the average sales transaction and menu price increases of approximately 3% in 2005, and, to a lesser extent, the opening of five Pollo Tropical restaurants since the end of the second quarter of 2004.

Burger King restaurant sales decreased $1.0 million, or 1.1%, to $94.3 million in the second quarter of 2005 due to the closure of twelve Burger King restaurants since June 30, 2004. This was offset slightly by a 0.4% sales increase at our comparable Burger King restaurants.

Operating Costs and Expenses. Cost of sales (food and paper costs), as a percentage of total restaurant sales, was 29.5% in both the second quarters of 2005 and 2004. Taco Cabana cost of sales, as a percentage of Taco Cabana restaurant sales, decreased to 29.3% in the second quarter of 2005 from 30.2% in 2004 due primarily to improvements in restaurant-level food controls (1.3% of Taco Cabana sales) and the effect of menu price increases (0.6% of Taco Cabana sales), partially

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offset by higher commodity prices in 2005. Pollo Tropical cost of sales, as a percentage of Pollo Tropical restaurant sales, increased significantly to 33.6% in the second quarter of 2005 from 31.0% in 2004 due primarily to a 19% increase in whole chicken commodity prices (1.7% of Pollo Tropical sales), increases in other commodity prices (1.1% of Pollo Tropical sales) and higher menu paper costs (0.5% of Pollo Tropical sales), partially offset by the effect of menu price increases (1.0% of Pollo Tropical sales). Burger King cost of sales, as a percentage of Burger King restaurant sales, decreased to 28.1% in the second quarter of 2005 from 28.6% in 2004 due primarily to the effect of menu price increases since the end of the second quarter of 2004 (1.2% of Burger King sales) partially offset by an increase in beef commodity prices (0.6% of Burger King sales).

Restaurant wages and related expenses, as a percentage of total restaurant sales, decreased to 28.7% in the second quarter of 2005 from 29.1% in 2004. Taco Cabana restaurant wages and related expenses, as a percentage of Taco Cabana restaurant sales, decreased to 28.1% in the second quarter of 2005 from 28.3% in 2004 due primarily to the effect of menu price increases since the end of the second quarter of 2004. Pollo Tropical restaurant wages and related expenses, as a percentage of Pollo Tropical restaurant sales, decreased to 23.6% in the second quarter of 2005 from 25.3% in 2004 due to the effect of menu price increases since the end of the second quarter of 2004 (0.8% of Pollo Tropical sales), the effect on fixed labor costs of higher comparable restaurant sales volumes (0.4% of Pollo Tropical sales), and lower medical insurance costs (0.6% of Pollo Tropical sales). Burger King restaurant wages and related expenses, as a percentage of Burger King restaurant sales, increased slightly to 30.9% in the second quarter of 2005 from 30.8% in 2004.

Restaurant rent expense, as a percentage of total restaurant sales, increased slightly to 4.9% in the second quarter of 2005 from 4.8% in 2004 due to sale-leaseback transactions completed in 2004.

Other restaurant operating expenses, as a percentage of total restaurant sales, increased to 13.8% in the second quarter of 2005 from 12.9% in 2004. Taco Cabana other restaurant operating expenses, as a percentage of Taco Cabana restaurant sales, increased to 14.1% in the second quarter of 2005 from 13.1% in 2004 due primarily to higher repair and maintenance expenses associated with initiatives to enhance the appearance of our Taco Cabana restaurants (0.6% of Taco Cabana sales) and higher utility costs (0.1% of Taco Cabana sales). Pollo Tropical other restaurant operating expenses, as a percentage of Pollo Tropical restaurant sales, increased to 11.7% in the second quarter of 2005 from 10.0% in 2004 due primarily to higher general liability insurance costs (0.6% of Pollo Tropical sales), higher utility costs (0.2% of Pollo Tropical sales), higher fees related to the acceptance of credit cards (0.2% of Pollo Tropical sales) and a gain related to a closed restaurant location in 2004 (0.4% of Pollo Tropical sales). Burger King other restaurant operating expenses, as a percentage of Burger King restaurant sales, increased to 14.5% in the second quarter of 2005 from 13.7% in 2004 due primarily to higher repair and maintenance expenses (0.3% of Burger King sales), higher utility costs (0.1% of Burger King sales) and fees associated with the acceptance of credit cards (0.1% of Burger King sales).

Advertising expense, as a percentage of total restaurant sales, decreased slightly to 3.9% in the second quarter of 2005 from 4.0% in 2004. Taco Cabana advertising expense, as a percentage of Taco Cabana restaurant sales, decreased to 4.4% in the second quarter of 2005 from 5.9% in 2004 due primarily to the timing of promotions that were concentrated in the second quarter of 2004. Our Taco Cabana advertising expenditures for all of 2005 are anticipated to be comparable to 2004 (approximately 4.0% to 4.2% of Taco Cabana sales). Pollo Tropical advertising expense, as a percentage of Pollo Tropical restaurant sales, increased to 1.9% in the second quarter of 2005 from 1.0% in 2004 due to higher television and radio advertising expenditures. Our Pollo Tropical advertising expenditures for all of 2005 are anticipated to range from 1.9% to 2.3% of Pollo Tropical restaurant sales. Burger King advertising expense, as a percentage of Burger King restaurant sales, increased to 4.2% in the second quarter of 2005 from 3.9% in 2004 due to additional expenditures associated with the Star Wars Episode III game promotion.

General and administrative expenses including stock-based compensation expense, as a percentage of total restaurant sales, increased to 15.1% in the second quarter of 2005 from 6.5% in 2004. Stock-based compensation expense was $16.4 million and $1.1 million in the second quarter of 2005 and 2004, respectively, or as a percentage of total restaurant sales, 9.0% and 0.6%, respectively. The expense in the second quarter of 2005 was from the issuance of stock in exchange for stock options (see separate Issuance of Stock discussion). General and administrative expenses, excluding stock-based compensation expense, increased $0.6 million in the second quarter of 2005 compared to 2004 due primarily to increased professional fees, including audit fees, of $0.8 million partially offset by lower administrative bonus expense of $0.4 million.

Segment EBITDA. Segment EBITDA, as defined, is a measure of segment profit or loss reported to the chief operating decision maker for purposes of allocating resources to our restaurant concepts and assessing their performance. Segment EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, impairment losses and stock-based compensation expense. Segment EBITDA for our Taco Cabana restaurants increased 16.8% to $7.9 million in the second quarter of 2005 from $6.8 million in 2004. Segment EBITDA for our Pollo Tropical restaurants was $7.5 million in both the second quarters of 2005 and 2004. Segment EBITDA for our Burger King restaurant segment decreased $2.0 million to $8.8 million in the second quarter of 2005 from $10.8 million in 2004.

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Depreciation and Amortization and Impairment Losses. Depreciation and amortization expense decreased to $8.4 million in the second quarter of 2005 from $10.1 million in the second quarter of 2004 due primarily to lower depreciation of equipment and information systems assets related to our Burger King restaurants of $0.5 million, lower depreciation due to the closure of Burger King restaurants since June 30, 2004 of $0.2 million, lower leasehold improvement amortization and equipment depreciation of $0.7 million for our Taco Cabana restaurants. Impairment losses were $0.4 million and $0.3 million in the second quarter of 2005 and 2004, respectively. Impairment losses in the second quarter of 2005 were comprised of $0.2 million related to Burger King franchise rights, $0.1 million principally related to property and equipment of certain underperforming Burger King restaurants and $0.1 million related to property and equipment of certain underperforming Taco Cabana restaurants. Impairment losses in the second quarter of 2004 were related to property and equipment of certain underperforming Burger King restaurants.

Interest Expense. Interest expense increased $1.9 million to $10.6 million in the second quarter of 2005 from $8.7 million in 2004 due primarily to higher average debt balances resulting from the December 2004 refinancing and higher effective interest rates on our floating rate borrowings under our senior credit facility. However, the weighted average interest rate on our long-term debt, excluding lease financing obligations, for the three months ended June 30, 2005 decreased to 7.1% from 7.7% in the second quarter of 2004. This decrease was due to our senior subordinated notes, which are at a higher rate than our borrowings under our senior credit facility and comprised a lower percentage of our total outstanding long-term debt in 2005 compared to 2004, due to increased borrowings under our senior credit facility from our refinancing in the fourth quarter of 2004.

Provision (Benefit) for Income Taxes. The benefit for income taxes in the second quarter of 2005 was derived using an estimated effective annual income tax rate for 2005 of 34.3%. In addition, the tax benefit in the second quarter of 2005 was reduced by $3.3 million for the non-deductible portion of stock-based compensation expense related to the second quarter stock awards and was also reduced by the income tax expense associated with the second quarter Ohio state tax legislation of $0.5 million. The amount of the stock-based compensation expense deduction may be adjusted based on the Company’s evaluation of the value of the stock award for tax purposes. To the extent that there is an adjustment to the value of the stock award for tax purposes, the Company’s tax provision will be affected in a similar manner in a subsequent period. The provision for income taxes in the second quarter of 2004 is based on an effective tax rate for 2004 of 45.4%. This rate is higher than the statutory Federal tax rate primarily due to state income taxes and tax credits.

Net Income (Loss). As a result of the foregoing, we incurred a net loss of $11.4 million in the second quarter of 2005 compared to net income of $2.6 million in the first quarter of 2004.

Six Months Ended June 30, 2005 Compared to Six Months Ended June 30, 2004.

The following table sets forth, for the six months ended June 30, 2005 and 2004, selected operating results as a percentage of restaurant sales:

	As Restated Note 3 (1) 2005		As Restated Note 3 (1) 2004
Restaurant sales:
Taco Cabana	29.4	%	29.2	%
Pollo Tropical	19.5	%	18.0	%
Burger King	51.1	%	52.8	%
	100.0	%	100.0	%
Costs and expenses:
Cost of sales	29.2	%	28.7	%
Restaurant wages and related expenses	29.1	%	29.8	%
Restaurant rent expense	5.1	%	5.0	%
Other restaurant operating expenses	14.1	%	13.4	%
Advertising expense	3.9	%	3.9	%
General and administrative (including stock-based compensation expense)	10.8	%	6.5	%

(1) For a discussion of the restatements, see Note 3 to the consolidated financial statements contained in this Form 10-Q/A.

Restaurant Sales. Total restaurant sales in the first six months of 2005 increased $16.5 million, or 4.9%, to $350.5 million from $334.1 million in the first six months of 2004 due to sales increases at all three of our restaurant brands.

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Taco Cabana restaurant sales increased $5.4 million, or 5.5%, to $102.9 million in the first six months of 2005 due to a 2.9% sales increase at our comparable Taco Cabana restaurants and the net addition of four restaurants since the end of the second quarter of 2004.

Pollo Tropical restaurant sales increased $8.4 million, or 13.9%, in the first six months of 2005 to $68.5 million due to a 8.4% sales increase at our comparable Pollo Tropical restaurants that resulted from both increases in sales transactions and the average sales transaction, and, to a lesser extent, the opening of five Pollo Tropical restaurants since the end of the second quarter of 2004.

Burger King restaurant sales increased $2.7 million, or 1.6%, to $179.2 million in the first six months of 2005 due a 2.6% sales increase at our comparable Burger King restaurants, partially offset by the closure of twelve Burger King restaurants since June 30, 2004.

Operating Costs and Expenses. Cost of sales (food and paper costs), as a percentage of total restaurant sales, increased to 29.2% in the first six months of 2005 from 28.7% in 2004. Taco Cabana cost of sales, as a percentage of Taco Cabana restaurant sales, decreased to 29.2% in the first six months of 2005 from 30.0% in 2004 due primarily to improvements in restaurant-level food controls (1.3% of Taco Cabana sales) and the effect of menu price increases (0.5% of Taco Cabana sales), partially offset by higher commodity prices in 2005. Pollo Tropical cost of sales, as a percentage of Pollo Tropical restaurant sales, increased significantly to 33.4% in the first six months of 2005 from 30.8% in 2004 due primarily to a 19% increase in whole chicken commodity prices (1.7% of Pollo Tropical sales) and also increases in other commodity prices (1.1% of Pollo Tropical sales) and higher menu paper costs (0.5% of Pollo Tropical sales), partially offset by the effect of menu price increases (0.8% of Pollo Tropical sales). Burger King cost of sales, as a percentage of Burger King restaurant sales, increased to 27.6% in the first six months of 2005 from 27.3% in 2004 due primarily to an increase in beef and other commodity prices (0.8% of Burger King sales), increased sales of menu items introduced in 2004 which have higher selling prices but lower margins as a percentage of their selling prices (0.2% of Burger King sales) and lower rebates in 2005 (0.3% of Burger King sales), partially offset by the effect of menu price increases since the end of the second quarter of 2004 (1.1% of Burger King sales).

Restaurant wages and related expenses, as a percentage of total restaurant sales, decreased to 29.1% in the first six months of 2005 from 29.8% in 2004. Taco Cabana restaurant wages and related expenses, as a percentage of Taco Cabana restaurant sales, decreased to 28.2% in the first six months of 2005 from 28.5% in 2004 due primarily to the effect of menu price increases since the end of the second quarter of 2004. Pollo Tropical restaurant wages and related expenses, as a percentage of Pollo Tropical restaurant sales, decreased to 23.4% in the first six months of 2005 from 24.8% in 2004 due primarily to the effect of menu price increases since the end of the second quarter of 2004 (0.6% of Pollo Tropical sales), the effect on fixed labor costs of higher comparable restaurant sales volumes (0.4% of Pollo Tropical sales), and lower medical insurance costs (0.4% of Pollo Tropical sales). Burger King restaurant wages and related expenses, as a percentage of Burger King restaurant sales, decreased to 31.9% in the first six months of 2005 from 32.2% in 2004 due to lower workers compensation insurance costs.

Restaurant rent expense, as a percentage of total restaurant sales, increased slightly to 5.1% in the first six months of 2005 from 5.0% in 2004 due to sale-leaseback transactions completed in 2004.

Other restaurant operating expenses, as a percentage of total restaurant sales, increased to 14.1% in the first six months of 2005 from 13.4% in 2004. Taco Cabana other restaurant operating expenses, as a percentage of Taco Cabana restaurant sales, increased to 14.1% in the first six months of 2005 from 13.0% in 2004 due primarily to higher repair and maintenance expenses associated with initiatives to enhance the appearance of our Taco Cabana restaurants (0.7% of Taco Cabana sales) and higher utility costs (0.1% of Taco Cabana sales). Pollo Tropical other restaurant operating expenses, as a percentage of Pollo Tropical restaurant sales, increased to 11.3% in the first six months of 2005 from 10.5% in 2004 due primarily to higher general liability insurance costs (0.4% of Pollo Tropical sales), higher fees related to the acceptance of credit cards (0.2% of Pollo Tropical sales) and a gain related to a closed restaurant location in 2004 (0.2% of Pollo Tropical sales). Burger King other restaurant operating expenses, as a percentage of Burger King restaurant sales, increased to 15.1% in the first six months of 2005 from 14.6% in 2004 due primarily to higher repair and maintenance expenses (0.2% of Burger King sales), higher utility costs (0.1% of Burger King sales) and fees associated with the acceptance of credit cards (0.1% of Burger King sales).

Advertising expense, as a percentage of total restaurant sales, was 3.9% in both the first six months of 2005 and 2004. Taco Cabana advertising expense, as a percentage of Taco Cabana restaurant sales, decreased to 4.3% in the first six months of 2005 from 5.3% in 2004 due primarily to the timing of promotions. Our Taco Cabana advertising expenditures for all of 2005 are anticipated to be comparable to 2004 (approximately 4.0% to 4.2% of Taco Cabana sales). Pollo Tropical advertising expense, as a percentage of Pollo Tropical restaurant sales, increased to 2.6% in the first six months of 2005 from

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1.3% in 2004 due to higher television and radio advertising expenditures. There were no television and radio advertising expenditures in the first quarter of 2004. Our Pollo Tropical advertising expenditures for all of 2005 are anticipated to range from 1.9% to 2.3% of Pollo Tropical restaurant sales. Burger King advertising expense, as a percentage of Burger King restaurant sales, increased to 4.1% in the first six months of 2005 from 3.9% in 2004 due to additional expenditures associated with the Star Wars Episode III game promotion in the second quarter of 2005.

General and administrative expenses including stock-based compensation expense, as a percentage of total restaurant sales, increased to 10.8% in the first six months of 2005 from 6.5% in 2004. Stock-based compensation expense was $16.4 million and $1.6 million in the first six months of 2005 and 2004, respectively, or as a percentage of total restaurant sales, 4.7% and 0.5%, respectively. The expense in the first six months of 2005 was substantially from the issuance of stock in exchange for stock options (See separate Issuance of Stock discussion). General and administrative expenses, excluding stock-based compensation expense, increased $1.3 million in the first six months of 2005 compared to 2004 due primarily to increased professional fees, including audit fees, of $0.8 million partially offset by lower administrative bonus expense of $0.3 million.

Segment EBITDA. Segment EBITDA is a measure of segment profit or loss reported to the chief operating decision maker for purposes of allocating resources to our restaurant concepts and assessing their performance. Segment EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, impairment losses and stock-based compensation expense. Segment EBITDA for our Taco Cabana restaurants increased 16.4% to $15.2 million in the first six months of 2005 from $13.1 million in 2004. Segment EBITDA for our Pollo Tropical restaurants increased slightly to $14.8 million in the first six months of 2005 from $14.7 million in 2004. Segment EBITDA for our Burger King restaurant segment decreased $2.2 million to $14.6 million in the first six months of 2005 from $16.8 million in 2004.

Depreciation and Amortization and Impairment Losses. Depreciation and amortization expense decreased to $16.7 million in the first six months of 2005 from $20.2 million in the second quarter of 2004 due primarily to lower depreciation of equipment and information systems related to our Burger King restaurants of $1.0 million, lower depreciation due to the closure of Burger King restaurants since June 30, 2004 of $0.4 million and lower leasehold improvement amortization and equipment depreciation for our Taco Cabana restaurants of $1.4 million. Impairment losses were $0.9 million and $0.6 million in the first six months of 2005 and 2004, respectively. Impairment losses in the first six months of 2005 were comprised of $0.2 million related to Burger King franchise rights, $0.5 million related to property and equipment of certain underperforming Burger King restaurants and $0.1 million related to property and equipment of certain underperforming Taco Cabana restaurants. Impairment losses in the first six months of 2004 were related to property and equipment of certain underperforming Burger King restaurants.

Interest Expense. Interest expense increased $3.2 million to $20.9 million in the first six months of 2005 from $17.7 million in 2004 due primarily to higher average debt balances resulting from the December 2004 refinancing and higher effective interest rates on our floating rate borrowings under our senior credit facility. However, the weighted average interest rate on our long-term debt, excluding lease financing obligations, for the six months ended June 30, 2005 decreased to 7.0% from 7.6% in the first six months of 2004. This decrease was due to our senior subordinated notes, which are at a higher rate than our borrowings under our senior credit facility and comprised a lower percentage of our total outstanding long-term debt in 2005 compared to 2004, due to increased borrowings under our senior credit facility from our refinancing in the fourth quarter of 2004.

Provision for Income Taxes. The provision for income taxes in the first six months of 2005 was derived using an estimated effective annual income tax rate for 2005 of 34.3%. Although we had a pretax loss of $10.3 million for the six months ended June 30, 2005, the tax benefit related to this loss was reduced by $3.3 million for the non-deductible portion of stock-based compensation expense related to the second quarter stock awards and was also reduced by the income tax expense associated with the second quarter Ohio state tax legislation of $0.5 million. The amount of the stock-based compensation expense deduction may be adjusted based on the Company’s evaluation of the value of the stock award for tax purposes. To the extent that there is an adjustment to the value of the stock award for tax purposes, the Company’s tax provision will be affected in a similar manner in a subsequent period. The provision for income taxes in the first six months of 2004 is based on an effective tax rate for 2004 of 45.4%. This rate is higher than the statutory Federal tax rate primarily due to state income taxes and tax credits.

Net Income (Loss). As a result of the foregoing, we incurred a net loss of $10.5 million in the first six months of 2005 compared to net income of $2.4 million in the first six months of 2004.

Off-Balance Arrangements

We have no off-balance sheet arrangements other than our operating leases, which are primarily for our restaurant properties and not recorded on our consolidated balance sheet.

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Liquidity and Capital Resources

We do not have significant receivables or inventory and receive trade credit based upon negotiated terms in purchasing food products and other supplies. We are able to operate with a substantial working capital deficit because:

• restaurant operations are primarily conducted on a cash basis;

• rapid turnover results in a limited investment in inventories; and

• cash from sales is usually received before related liabilities for food, supplies and payroll become due.

Historically, our cash requirements have arisen from:

• servicing our debt;

• ongoing capital reinvestment in our existing restaurants; and

• financing the opening and equipping of new restaurants.

Interest payments under our debt obligations represent significant liquidity requirements for us. We believe cash generated from our operations and availability under our revolving credit facility will provide sufficient cash availability to cover our working capital needs, capital expenditures, planned development and debt service requirements for the next twelve months.

December 2004 Refinancing. On December 15, 2004, we completed the private placement of $180.0 million of our 9% Senior Subordinated Notes due 2013, which we refer to as the “senior subordinated notes.” Concurrently, we repaid all outstanding borrowings under our prior senior secured credit facility and amended and restated such senior credit facility with a new syndicate of lenders, which we refer to as the “new senior credit facility.” We received $400.0 million in total proceeds that included the issuance of the senior subordinated notes and the term loan B borrowings of $220.0 million under the new senior credit facility. The proceeds were primarily utilized to repay borrowings outstanding under the prior senior credit facility of $74.4 million, to retire all of our 9 ¹/2% senior subordinated notes due 2008 (including redemption premiums) in the amount of $175.9 million, to pay a dividend to Holdings, our sole stockholder, in the amount of $116.8 million (and Holdings concurrently paid a dividend to its stockholders in the aggregate amount of $116.8 million), to pay fees and expenses related to the refinancing of $8.8 million, and to pay a bonus to employees (including management) and a director, who owned options to purchase common stock of Holdings, totaling $20.9 million, which includes $0.6 million of payroll taxes.

Operating activities. Net cash used for operating activities in the six months ended June 30, 2005 was $0.9 million and net cash provided from operating activities in the six months ended June 30, 2004 was $27.6 million. At June 30, 2005, we had $17.4 million in cash. At December 31, 2004 we had $31.5 million in cash due to the timing of payments associated with the December 2004 refinancing. In the first quarter of 2005, we paid the $20.3 million bonus to employees (including management) and a director and the applicable taxes of $0.6 million, as well as $5.5 million of tax withholdings related to the dividend payment in late December of 2004. These payments resulted in a reduction of net cash provided from operating activities in the first six months of 2005 as compared to the first six months of 2004. Our income tax payments included in operating activities have been historically reduced due to the utilization of net operating loss carry-forwards. As of December 31, 2004, we had $1.6 million of remaining net operating loss carryforwards for Federal income tax purposes, Federal alternative minimum tax credit carryforwards of $2.9 million and Federal work opportunity tax credit carryforwards of $2.9 million.

Investing activities including capital expenditures and sale-leaseback transactions. Net cash used for investing activities for the six months ended June 30, 2005 was $11.7 million and was primarily used for capital expenditures (that represent a major investment of cash for us) of $13.0 million. In addition, we sold one restaurant property in a sale-leaseback transaction for net proceeds of $1.1 million. Net cash used for investing activities for the six months ended June 30, 2004 was $0.6 million. During the first six months of 2004, we entered into sale-leaseback transactions for five restaurant properties for net proceeds of $7.0 million. The net proceeds from these sales in 2004 were used to reduce outstanding debt on our senior credit facility. Capital expenditures for the first six months of 2004 were $7.1 million.

Our capital expenditures primarily include (1) capital restaurant maintenance expenditures, (2) restaurant remodeling and (3) new restaurant development. Capital restaurant maintenance expenditures include capital expenditures for the

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ongoing reinvestment and enhancement of our restaurants. Remodeling expenditures include capital expenditures for renovating and in some cases rebuilding the interior and exterior of our existing restaurants, which in the past have generally been expenditures associated with franchise renewals with respect to our Burger King restaurants. Capital expenditures for new restaurant development are associated with developing new restaurants including the purchase of related real estate. The following table sets forth our capital expenditures for the periods presented (in thousands):

	Taco Cabana		Pollo Tropical		Burger King			Other		Consolidated
Six months ended June 30, 2005:
Restaurant maintenance expenditures (1)	$	1,502	$	786	$	758		$	—	$	3,046
Restaurant remodeling expenditures		—		625		1,032			—		1,657
New restaurant development expenditures		3,065		4,546		(18	)		—		7,593
Other capital expenditures		—		—		—			703		703
Total capital expenditures	$	4,567	$	5,957	$	1,772		$	703	$	12,999
Number of new restaurant openings		3		1		0					4
Six Months Ended June 30, 2004:
Restaurant maintenance expenditures (1)	$	991	$	638	$	1,058		$	—	$	2,687
Restaurant remodeling expenditures		—		—		479			—		479
New restaurant development expenditures		2,586		105		923			—		3,614
Other capital expenditures		—		—		—			362		362
Total capital expenditures	$	3,577	$	743	$	2,460		$	362	$	7,142
Number of new restaurant openings		3		0		1					4

1) Excludes restaurant repair and maintenance expenses included in other restaurant operating expenses in our consolidated financial statements. For the six months ended June 30, 2005 and 2004, restaurant repair and maintenance expenses were approximately $9.0 million and $7.5 million, respectively.

For all of 2005, we anticipate total capital expenditures, excluding acquisitions, of approximately $39 million to $45 million. These capital expenditures include approximately $26 million to $30 million for the development of new restaurants and purchase of related real estate applicable to our Taco Cabana and Pollo Tropical restaurant concepts. Expenditures in 2005 for the development of new restaurants include approximately $2.0 million for restaurants currently planned to open in 2006. In 2005 we anticipate opening approximately five new Pollo Tropical restaurants (of which two have opened to date) and eight to nine new Taco Cabana restaurants (of which three have opened to date). The amount of new restaurant expenditures in 2005 is dependent upon the completion of new restaurant construction and land purchases currently planned in the fourth quarter of 2005. Capital expenditures in 2005 also include expenditures of approximately $11 million to $13 million for the ongoing reinvestment in our three restaurant concepts for remodeling costs and capital maintenance expenditures and approximately $2.0 million in other capital expenditures. In July 2005, we acquired four Taco Cabana restaurants in Texas from a franchisee for approximately $4.3 million.

Financing activities. Net cash used for financing activities for the six months ended June 30, 2005 and 2004 was $1.5 million and $26.1 million, respectively. Financing activities in these periods primarily consisted of repayments under our debt arrangements. In the first six months of 2004 we also made voluntary principal repayments on borrowings under our senior credit facility of $24.0 million. In the second quarter of 2004, we also sold three restaurants for net proceeds of $4.5 million in sale-leaseback transactions accounted for as lease financing obligations. The net proceeds from these sales were used to reduce outstanding borrowings under our senior credit facility.

Indebtedness. At June 30, 2005, we had total debt outstanding of $511.8 million comprised of $180.0 million of unsecured senior subordinated notes, borrowings under our term loan B facility of $218.9 million under the senior credit facility, lease financing obligations of $111.9 million and capital lease obligations of $1.0 million.

Our senior credit facility provides for a revolving credit facility under which we may borrow up to $50.0 million (including a sub limit of up to $20.0 million for letters of credit and up to $5.0 million for swingline loans), a $220.0 million term loan B facility and incremental facilities (as defined in the new senior credit facility), at our option, of up to $100.0 million, subject to the satisfaction of certain conditions. At June 30, 2005, $218.9 million was outstanding under the term loan B facility and no amounts were outstanding under our revolving credit facility. After reserving $10.8 million for letters of credit guaranteed by the facility, $39.2 million was available for borrowings under our revolving credit facility at June 30, 2005. We were in compliance with the covenants under our senior credit facility as of June 30, 2005.

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In connection with the sale of $180 million of the senior subordinated notes, we and certain of our subsidiaries, which we refer to as the “guarantors”, entered into a Registration Rights Agreement dated as of December 15, 2004, with J.P. Morgan Securities Inc., Banc of America Securities LLC, Lehman Brothers Inc., Wachovia Capital Markets, LLC and SunTrust Capital Markets, Inc. In general, the Registration Rights Agreement provided that we and the guarantors agreed to file, and cause to become effective, a registration statement with the Securities Exchange Commission in which we offer the holders of the senior subordinated notes the opportunity to exchange such senior subordinated notes for newly issued notes that have terms which are identical to the senior subordinated notes that are registered under the Securities Act of 1933, as amended, which we refer to as the “exchange offer”.

Pursuant to the Registration Rights Agreement, because we did not complete the exchange offer on or prior to June 13, 2005, the interest rate on our senior subordinated notes was increased by 0.25% per annum for the 90-day period immediately following June 13, 2005 and will be increased by an additional 0.25% per annum for each subsequent 90-day period, with a maximum of 1.00% per annum of additional interest, in each case until the exchange offer is completed or the senior subordinated notes become freely tradable under the Securities Act of 1933, as amended.

Contractual Obligations. The Company’s contractual obligations are detailed in the Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2004. As of June 30, 2005, the Company’s contractual obligations have not materially changed from December 31, 2004.

Inflation

The inflationary factors that have historically affected our results of operations include increases in food and paper costs, labor and other operating expenses. Wages paid in our restaurants are impacted by changes in the Federal or state minimum hourly wage rates, and accordingly, changes in those rates directly affect our cost of labor. The restaurant industry and we typically attempt to offset the effect of inflation, at least in part, through periodic menu price increases and various cost reduction programs. However, no assurance can be given that we will be able to offset such inflationary cost increases in the future.

ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

There were no material changes from the information presented in Item 7A of Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2004 with respect to the Company’s market risk sensitive instruments.

ITEM 4—CONTROLS AND PROCEDURES

Restatement. As discussed in the Explanatory Note to this Form 10-Q/A, we have amended our Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2005 to restate our consolidated financial statements for the three and six months ended July 3, 2005 and June 27, 2004. Refer to Note 3 to the accompanying consolidated financial statements for a complete discussion of the restatement.

Disclosure Controls and Procedures. Our senior management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, with the participation of the Chief Executive Officer and Chief Financial Officer, as well as other key members of our management. In the evaluation, we considered the restatement of our financial statements as discussed in Note 3 to the accompanying consolidated financial statements. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of July 3, 2005.

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Material Weaknesses in Internal Control Over Financial Reporting. A material weakness is a control deficiency (within the meaning of PCAOB Auditing Standard No. 2), or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management identified the following material weaknesses in its internal control over financial reporting as of July 3, 2005:

Personnel

In conjunction with filing this Form 10-Q/A, which included the restatements as discussed in Note 3 to the accompanying Consolidated Financial Statements, management concluded that the Company did not have sufficient personnel with the appropriate knowledge and expertise to identify and resolve certain complex accounting and tax matters. In addition, the Company did not perform the appropriate level of review commensurate with the Company’s financial reporting requirements to ensure the consistent execution of its responsibility in the areas of monitoring of controls, the application of U.S. generally accepted accounting policies and disclosures to support its accounting, tax and reporting functions. This material weakness contributed to certain of the material weaknesses discussed below.

Controls over Applying the Lease Financing Method, SFAS No. 98 and Lease Accounting Policies

(a) Controls over the application of the financing method required under SFAS No. 98, with respect to the depreciation of assets subject to lease financing obligations and the selection of the appropriate interest rate to apply to such financing obligations, were ineffective resulting in the failure to identify misstatements in property and equipment, lease financing obligations, deferred income-sale/leaseback transactions, depreciation expense, interest expense and rent expense.

(b) Controls to identify leases that contained provisions which constitute forms of continuing involvement requiring real estate transactions to be accounted for as financing transactions rather than as sale/leaseback transactions were ineffective. This resulted in the Company’s failure to identify misstatements in property and equipment, lease financing obligations, deferred income-sale/leaseback transactions, depreciation expense, interest expense and rent expense.

(c) Controls over the selection and application of lease accounting policies were not effective in determining lease terms for leasehold amortization periods and recording acquisitions of leases with non-level or above-market rentals which failed to identify misstatements in property and equipment, goodwill, deferred lease liability, depreciation expense, amortization expense and rent expense.

Controls Related to Acquired Intangibles and Deferred Taxes in Conjunction with Acquisitions

(a) Controls over the application of SFAS No. 142 “Accounting for Goodwill and Other Intangible Assets” (“SFAS 142”) were not effective in the evaluation of the amortization lives of franchise rights and the recording of deferred income tax liabilities related to franchise rights at the acquisition date resulting in misstatements of franchise rights, deferred income tax liabilities, income tax expense, and amortization expense.

(b) Controls related to the preparation, periodic analysis and recording of deferred taxes resulting from differences in financial reporting and tax bases of acquired assets and liabilities were not effective resulting in misstatements of deferred income tax assets and liabilities, goodwill and goodwill amortization expense as well as the related footnotes.

Controls Over Certain Financial Statement Disclosures

(a) Controls over the preparation of the guarantor footnote disclosures were not effective resulting in the improper allocation of corporate general and administrative and income tax expenses from the “parent company only” to the “guarantor subsidiaries” in accordance with generally accepted accounting principles.

(b) Controls over the preparation of the statements of cash flows were not effective resulting in (i) the improper classification of the proceeds from qualifying sale leaseback transactions as financing cash flows versus investing cash flows and (ii) the improper recording of the amount of capital expenditures and changes in accounts payable which did not exclude non-cash expenditures. These weaknesses resulted in the misstatements of the amount of net cash provided from (used for) operating activities, investing activities, financing activities and the amount of cash capital expenditures and in the changes in accounts payable.

Controls Over Stock Option Accounting

Controls over the application of variable accounting for stock option agreements that contained several dividend provisions were not effective which failed to identify a misstatement in stock-based compensation expense.

42

The control deficiencies described above resulted in the restatement of the Company’s consolidated financial statements for three and six months ended July 3, 2005 and June 27, 2004. Additionally, each of these control deficiencies could result in the material misstatement of the aforementioned accounts that would result in material misstatements to annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined at July 3, 2005 that each of these control deficiencies constituted material weaknesses.

Changes in Internal Control over Financial Reporting

No change occurred in our internal control over financial reporting during the second quarter of 2005 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Remediation of Material Weaknesses

Through the date of the filing of this Form 10-Q/A, we have remediated the following material weaknesses: item (c) under Controls over Applying the Lease Financing Method, SFAS No. 98 and Lease Accounting Policies; item (a) under Controls Related to Acquired Intangibles and Deferred Taxes in Conjunction with Acquisitions; item (a) under Controls Over Certain Financial Statement Disclosures; and Controls Over Stock Option Accounting, as described above and have taken the following steps to improve our internal controls.

(a) We have made improvements with respect to the controls over leasing transactions in the application of lease accounting policies in determining lease terms, the assignment of appropriate lives for leasehold improvements and intangible assets related to leases, and recording the acquisitions of leases with non-level rents and, in that regard we have: (i) performed staff training and enhanced our management review over our procedures in determining the definition of lease term and the assignment of appropriate depreciable lives to leasehold improvements and intangible assets related to leases in accordance with U.S. generally accepted accounting principles, and; (ii) enhanced documentation procedures to ensure appropriate accounting for straight-line rent expense for any acquired businesses;

(b) We implemented procedures to appropriately apply variable accounting with regards to certain stock options. In addition, all stock options were cancelled and terminated during the quarter ended July 3, 2005;

(c) We improved our controls over the application of SFAS 142 in evaluating the amortization lives of franchise rights. We will continue to review any factors that would alter the remaining lives of our franchise rights as circumstances change;

(d) We developed procedures to ensure that corporate general and administrative expenses and income tax expenses are properly allocated between the “parent company only” and “guarantor subsidiaries”; and

(e) We have hired two senior-level finance professionals to augment the Company’s controls and procedures pertaining to financial reporting.

In addition, we plan to take the following steps to remediate the material weaknesses at July 3, 2005 identified as a result of our evaluation:

(a) establish procedures to properly depreciate assets subject to lease financing obligations and select the appropriate interest rate to apply under financing method required by SFAS No. 98;

(b) implement a more formalized review process including the involvement of both legal and accounting personnel to identify forms of continuing involvement in sale/leaseback transactions;

(c) further formalize, document and enhance the procedures and analysis around the reconciliation of deferred tax balances to the underlying financial reporting and tax bases; and

(d) hire additional accounting personnel with the appropriate expertise.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

There were no material legal proceedings commenced by or initiated against the Company during the reported quarter or material developments in any previously reported litigation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

43

Item 3. Default Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits

(a) The following exhibits are filed as part of this report.

Exhibit No.
31.1	Chief Executive Officer’s Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer’s Certificate Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer’s Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

44

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.

	CARROLS CORPORATION
Date: August 16, 2006	/S/ ALAN VITULI
	(Signature)
	Alan Vituli Chairman of the Board and Chief Executive Officer
Date: August 16, 2006	/S/ PAUL R. FLANDERS
	(Signature)
	Paul R. Flanders Vice President – Chief Financial Officer and Treasurer

45

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Alan Vituli, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Carrols Corporation;

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 13(a)-15(e) and 15d-15(e)) 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) 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

c) Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter, 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 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: August 16, 2006	/s/ ALAN VITULI
	Alan Vituli Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Paul R. Flanders, certify that:

1. I have reviewed this Amendment No.1 to the Quarterly Report on Form 10-Q/A of Carrols Corporation;

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 13(a)-15(e) and 15(d)-15(e)) 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) 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

c) Disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter, 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 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: August 16, 2006	/s/ PAUL R. FLANDERS
	Paul R. Flanders Vice President – Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Alan Vituli, Chief Executive Officer of Carrols Corporation (the “Company”), hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended July 3, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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.

/s/ ALAN VITULI

Alan Vituli

Chairman of the Board and Chief Executive Officer

August 16, 2006

EX-32.2

Exhibit 32.2

CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Paul R. Flanders, Chief Financial Officer of Carrols Corporation (the “Company”), hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended July 3, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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.

/s/ PAUL R. FLANDERS

Paul R. Flanders

Vice President – Chief Financial Officer and Treasurer

August 16, 2006