---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-Q



x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended April 2, 2005



OR



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934



Commission File Number: 0-25629



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CARROLS CORPORATION

(Exact name of registrant as specified in its charter)



|                                                              |  |                                       
|------------------------------------------------------------- |  | --------------------------------------
|Delaware                                                      |  | 16-0958146                            
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification 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



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes ̈No  x



Indicate by check mark whether the registrant is an accelerated filer (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 July 20, 2005 is 10.



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PART IFINANCIAL INFORMATION



ITEM 1FINANCIAL STATEMENTS



CARROLS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)

(Unaudited)



|                                                                                               |  |               |          |   |                  |   |          |  
|---------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                               |  | March 31,2005 |          |   | December 31,2004 |  
|ASSETS                                                                                         |  |               |          |   |                  |   |          |  
|Current assets:                                                                                |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                      |  | $             | 4,825    |   |                  | $ | 31,466   |  
|Trade and other receivables, net of reserves of $81 at each date                               |  |               | 3,093    |   |                  |   | 2,578    |  
|Inventories                                                                                    |  |               | 4,563    |   |                  |   | 4,831    |  
|Prepaid rent                                                                                   |  |               | 3,575    |   |                  |   | 3,589    |  
|Prepaid expenses and other current assets                                                      |  |               | 5,314    |   |                  |   | 4,358    |  
|Refundable income taxes                                                                        |  |               | 1,462    |   |                  |   | 3,326    |  
|Deferred income taxes                                                                          |  |               | 6,242    |   |                  |   | 6,242    |  
|                                                                                               |  |               |          |   |                  |   |          |  
|Total current assets                                                                           |  |               | 29,074   |   |                  |   | 56,390   |  
|                                                                                               |  |               |          |   |                  |   |          |  
|Property and equipment, net                                                                    |  |               | 188,870  |   |                  |   | 192,530  |  
|Franchise rights, net                                                                          |  |               | 89,252   |   |                  |   | 90,056   |  
|Goodwill                                                                                       |  |               | 123,724  |   |                  |   | 123,724  |  
|Franchise agreements, at cost less accumulated amortization of $5,043 and $4,954, respectively |  |               | 6,310    |   |                  |   | 6,480    |  
|Deferred income taxes                                                                          |  |               | 9,486    |   |                  |   | 9,307    |  
|Other assets                                                                                   |  |               | 15,160   |   |                  |   | 14,585   |  
|                                                                                               |  |               |          |   |                  |   |          |  
|Total assets                                                                                   |  | $             | 461,876  |   |                  | $ | 493,072  |  
|                                                                                               |  |               |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                          |  |               |          |   |                  |   |          |  
|                                                                                               |  |              
|Current liabilities:                                                                           |  |               |          |   |                  |   |          |  
|Current portion of long-term debt                                                              |  | $             | 2,604    |   |                  | $ | 2,611    |  
|Current portion of lease financing obligations                                                 |  |               | 2,665    |   |                  |   | 2,595    |  
|Accounts payable                                                                               |  |               | 17,021   |   |                  |   | 17,581   |  
|Accrued interest                                                                               |  |               | 4,946    |   |                  |   | 956      |  
|Accrued payroll, related taxes and benefits                                                    |  |               | 14,234   |   |                  |   | 24,940   |  
|Accrued bonus to employees and director                                                        |  |               |         |   |                  |   | 20,860   |  
|Other liabilities                                                                              |  |               | 11,910   |   |                  |   | 13,957   |  
|                                                                                               |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                      |  |               | 53,380   |   |                  |   | 83,500   |  
|                                                                                               |  |              
|Long-term debt, net of current portion                                                         |  |               | 397,969  |   |                  |   | 398,614  |  
|Lease financing obligations, net of current portion                                            |  |               | 79,105   |   |                  |   | 79,802   |  
|Deferred incomesale-leaseback of real estate                                                  |  |               | 11,360   |   |                  |   | 11,584   |  
|Accrued postretirement benefits                                                                |  |               | 3,567    |   |                  |   | 3,504    |  
|Other liabilities (Note 8)                                                                     |  |               | 27,799   |   |                  |   | 28,452   |  
|                                                                                               |  |               |          |   |                  |   |          |  
|Total liabilities                                                                              |  |               | 573,180  |   |                  |   | 605,456  |  
|                                                                                               |  |              
|Commitments and contingencies                                                                  |  |               |          |   |                  |   |          |  
|                                                                                               |  |              
|Stockholders deficit:                                                                         |  |               |          |   |                  |   |          |  
|Common stock, par value $1; authorized 1,000 shares, issued and outstanding10 shares          |  |               |         |   |                  |   |         |  
|Additional paid-in capital                                                                     |  |               | (92,309  | ) |                  |   | (92,309  | )
|Accumulated deficit                                                                            |  |               | (18,995  | ) |                  |   | (20,075  | )
|                                                                                               |  |               |          |   |                  |   |          |  
|Total stockholders deficit                                                                    |  |               | (111,304 | ) |                  |   | (112,384 | )
|                                                                                               |  |               |          |   |                  |   |          |  
|Total liabilities and stockholders deficit                                                    |  | $             | 461,876  |   |                  | $ | 493,072  |  
|                                                                                               |  |               |          |   |                  |   |          |  



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



1



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CARROLS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2005 AND
2004

(in thousands of dollars)

(Unaudited)



|                                                                                                      |  |      |         |                      |   |         |  
|----------------------------------------------------------------------------------------------------- |  | ---- | ------- | -------------------- | - | ------- | -
|                                                                                                      |  | 2005 |         | Restated Note 3 2004 |  
|Revenues:                                                                                             |  |      |         |                      |   |         |  
|Restaurant sales                                                                                      |  | $    | 169,138 |                      | $ | 156,545 |  
|Franchise royalty revenues and fees                                                                   |  |      | 378     |                      |   | 355     |  
|                                                                                                      |  |      |         |                      |   |         |  
|Total revenues                                                                                        |  |      | 169,516 |                      |   | 156,900 |  
|                                                                                                      |  |      |         |                      |   |         |  
|Costs and expenses:                                                                                   |  |      |         |                      |   |         |  
|Cost of sales                                                                                         |  |      | 48,838  |                      |   | 43,681  |  
|Restaurant wages and related expenses                                                                 |  |      | 50,075  |                      |   | 47,851  |  
|Restaurant rent expense                                                                               |  |      | 9,168   |                      |   | 8,631   |  
|Other restaurant operating expenses                                                                   |  |      | 24,196  |                      |   | 21,890  |  
|Advertising expense                                                                                   |  |      | 6,563   |                      |   | 5,827   |  
|General and administrative (including stock-based compensation expense of $75 and $526, respectively) |  |      | 10,562  |                      |   | 10,285  |  
|Depreciation and amortization                                                                         |  |      | 8,786   |                      |   | 10,575  |  
|Impairment losses (Note 4)                                                                            |  |      | 446     |                      |   | 261     |  
|                                                                                                      |  |      |         |                      |   |         |  
|Total operating expenses                                                                              |  |      | 158,634 |                      |   | 149,001 |  
|                                                                                                      |  |      |         |                      |   |         |  
|Income from operations                                                                                |  |      | 10,882  |                      |   | 7,899   |  
|Interest expense                                                                                      |  |      | 9,219   |                      |   | 7,988   |  
|                                                                                                      |  |      |         |                      |   |         |  
|Income (loss) before income taxes                                                                     |  |      | 1,663   |                      |   | (89     | )
|Provision (benefit) for income taxes (Note 7)                                                         |  |      | 583     |                      |   | (42     | )
|                                                                                                      |  |      |         |                      |   |         |  
|Net income (loss)                                                                                     |  | $    | 1,080   |                      | $ | (47     | )
|                                                                                                      |  |      |         |                      |   |         |  



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



2



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CARROLS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2005 AND
2004

(in thousands of dollars)

(Unaudited)



|                                                                                               |  |      |         |   |                      |   |        |  
|---------------------------------------------------------------------------------------------- |  | ---- | ------- | - | -------------------- | - | ------ | -
|                                                                                               |  | 2005 |         |   | Restated Note 3 2004 |  
|Cash flows provided from (used for) operating activities:                                      |  |      |         |   |                      |   |        |  
|Net income (loss)                                                                              |  | $    | 1,080   |   |                      | $ | (47    | )
|Adjustments to reconcile net income to net cash provided from (used for) operating activities: |  |      |         |   |                      |   |        |  
|Depreciation and amortization                                                                  |  |      | 8,786   |   |                      |   | 10,575 |  
|Amortization of deferred financing costs                                                       |  |      | 355     |   |                      |   | 362    |  
|Amortization of unearned purchase discounts                                                    |  |      | 539     |   |                      |   | 539    |  
|Amortization of deferred gains from sale-leaseback transactions                                |  |      | (165    | ) |                      |   | (187   | )
|Impairment losses                                                                              |  |      | 446     |   |                      |   | 261    |  
|Deferred income taxes                                                                          |  |      | (179    | ) |                      |   | (500   | )
|Decrease in accrued bonus to employees and director                                            |  |      | (20,860 | ) |                      |   |       |  
|Increase (decrease) in accrued payroll, related taxes and benefits                             |  |      | (10,706 | ) |                      |   | 1,399  |  
|Changes in other operating assets and liabilities                                              |  |      | 104     |   |                      |   | (1,938 | )
|                                                                                               |  |      |         |   |                      |   |        |  
|Net cash provided from (used for) operating activities                                         |  |      | (20,600 | ) |                      |   | 10,464 |  
|                                                                                               |  |      |         |   |                      |   |        |  
|Cash flows used for investing activities:                                                      |  |      |         |   |                      |   |        |  
|Capital expenditures:                                                                          |  |      |         |   |                      |   |        |  
|New restaurant development                                                                     |  |      | (2,384  | ) |                      |   | (1,637 | )
|Restaurant remodeling                                                                          |  |      | (176    | ) |                      |   | (61    | )
|Other restaurant expenditures                                                                  |  |      | (1,463  | ) |                      |   | (1,240 | )
|Corporate and restaurant information systems                                                   |  |      | (287    | ) |                      |   | (166   | )
|                                                                                               |  |      |         |   |                      |   |        |  
|Total capital expenditures                                                                     |  |      | (4,310  | ) |                      |   | (3,104 | )
|Properties purchased for sale-leaseback                                                        |  |      | (275    | ) |                      |   |       |  
|                                                                                               |  |      |         |   |                      |   |        |  
|Net cash used for investing activities                                                         |  |      | (4,585  | ) |                      |   | (3,104 | )
|                                                                                               |  |      |         |   |                      |   |        |  
|Cash flows used for financing activities:                                                      |  |      |         |   |                      |   |        |  
|Payments on revolving credit facility, net                                                     |  |      |        |   |                      |   | (600   | )
|Scheduled principal payments on term loans                                                     |  |      | (550    | ) |                      |   | (3,375 | )
|Principal pre-payments on term loans                                                           |  |      |        |   |                      |   | (9,000 | )
|Principal payments on lease financing obligations                                              |  |      | (627    | ) |                      |   | (544   | )
|Payments on other notes payable, net                                                           |  |      |        |   |                      |   | (98    | )
|Principal payments on capital leases                                                           |  |      | (102    | ) |                      |   | (106   | )
|Financing costs associated with issuance of debt                                               |  |      | (177    | ) |                      |   |       |  
|Proceeds from sale-leaseback transactions                                                      |  |      |        |   |                      |   | 7,097  |  
|                                                                                               |  |      |         |   |                      |   |        |  
|Net cash used for financing activities                                                         |  |      | (1,456  | ) |                      |   | (6,626 | )
|                                                                                               |  |      |         |   |                      |   |        |  
|Increase (decrease) in cash and cash equivalents                                               |  |      | (26,641 | ) |                      |   | 734    |  
|Cash and cash equivalents, beginning of period                                                 |  |      | 31,466  |   |                      |   | 2,414  |  
|                                                                                               |  |      |         |   |                      |   |        |  
|Cash and cash equivalents, end of period                                                       |  | $    | 4,825   |   |                      | $ | 3,148  |  
|                                                                                               |  |      |         |   |                      |   |        |  



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



3



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CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands of
dollars)



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 March
31, 2005, the Company operated, as franchisee, 347 quick-service restaurants under the trade name Burger King in thirteen Northeastern, Midwestern and Southeastern states. At March 31, 2005, the Company also owned and operated 64 Pollo
Tropical restaurants located in Florida and franchised 24 Pollo Tropical restaurants in Puerto Rico, Ecuador and Florida. At March 31, 2005, the Company owned and operated 127 Taco Cabana restaurants located primarily in Texas and franchised seven
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 months ended April 2, 2005 and March 30, 2004 will be referred to as the three months ended March 31, 2005 and March 31, 2004, respectively.



Basis of Presentation.The accompanying unaudited consolidated
financial statements for the three months ended March 31, 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 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 months ended March 31, 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 2004 Annual Report on Form 10-K. The December 31, 2004 balance sheet data is derived from those audited financial statements. The Company restated its financial statements
including applicable footnotes in its 2004 Annual Report on Form 10-K as of December 31, 2003 and for the years ended December 31, 2003 and 2002 as further discussed in Note 2 of the consolidated financial statements contained therein. All
previously reported amounts affected by the restatement that appear elsewhere in these footnotes to the consolidated financial statements have also been restated. See Note 3 to these consolidated financial statements.



Use of Estimates.The preparation of 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 and impairment of Burger King franchise rights. Actual results could differ from those estimates.



Reclassifications.Certain amounts for prior periods have been reclassified to conform to the current year
presentation.



4



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CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



Subsequent Event. In July 2005 we acquired four Taco Cabana restaurants in Texas from a
franchisee for approximately $4.1 million.



2. Stock-Based Compensation



At March 31, 2005, the Company had four stock-based
compensation plans. All outstanding stock options were cancelled and terminated effective May 3, 2005 in exchange for the issuance of an identical number of shares of common stock. See below Subsequent Event. Statement of Financial Accounting
Standards (SFAS) 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 provide the pro forma disclosure provisions of SFAS 123.



The following table presents the Companys pro forma net income 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 EndedMarch 31, |      
|                                                                                                                                 |  | 2005                        |       |   | RestatedNote 32004 |  
|Net income (loss), as reported                                                                                                   |  | $                           | 1,080 |   |                    | $ | (47 | )
|Add: Stock-based compensation expense included in reported net income (loss), net of related tax effects (1)                     |  |                             | 49    |   |                    |   | 316 |  
|Deduct: Stock-based compensation expense determined under the fair-value based method for all awards, net of related tax
effects |  |                             | (58   | ) |                    |   | (60 | )
|                                                                                                                                 |  |                             |       |   |                    |   |     |  
|Pro forma net income                                                                                                             |  | $                           | 1,071 |   |                    | $ | 209 |  
|                                                                                                                                 |  |                             |       |   |                    |   |     |  

---

|(1) | Amount represents stock-based compensation expense for certain stock options requiring variable accounting.
|--- | -----------------------------------------------------------------------------------------------------------



Subsequent Event.Effective May 3, 2005, Holdings issued an aggregate
of 260,600 shares of common stock in exchange for the cancellation and termination of an identical number of outstanding options to purchase shares of Holdings common stock. As a consequence of the exchange, substantially 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 compensation charge in the second quarter of 2005 relative to these stock awards.



3. Restatement of Previously Issued Financial Statements



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.



5



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CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



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 was increased by $0.4 million in the first three months of 2004.



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 first three months of 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 by $0.2 million in the first three months of 2004.



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



6



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



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, by $0.5 million in the first three months of 2004.



The following table sets forth the previously reported amounts
and the restated amounts reflected in the accompanying consolidated financial statements for the three months ended March 31, 2004:



|                                                        |  |                       |         |   |            |   |         |  
|------------------------------------------------------- |  | --------------------- | ------- | - | ---------- | - | ------- | -
|                                                        |  | As PreviouslyReported |         |   | AsRestated |  
|Consolidated Statements of Operations:                  |  |                       |         |   |            |   |         |  
|Restaurant rent expense                                 |  | $                     | 8,564   |   |            | $ | 8,631   |  
|General and administrative expense                      |  |                       | 9,759   |   |            |   | 10,285  |  
|Depreciation and amortization                           |  |                       | 10,529  |   |            |   | 10,575  |  
|Total operating expenses                                |  |                       | 148,362 |   |            |   | 149,001 |  
|Income from operations                                  |  |                       | 8,538   |   |            |   | 7,899   |  
|Interest expense                                        |  |                       | 7,939   |   |            |   | 7,988   |  
|Income (loss) before income taxes                       |  |                       | 599     |   |            |   | (89     | )
|Provision (benefit) for income taxes                    |  |                       | 220     |   |            |   | (42     | )
|Net income (loss)                                       |  |                       | 379     |   |            |   | (47     | )
|                                                        |  |                      
|Consolidated Statements of Cash Flows:                  |  |                       |         |   |            |   |         |  
|Net income (loss)                                       |  | $                     | 379     |   |            | $ | (47     | )
|Depreciation and amortization                           |  |                       | 10,529  |   |            |   | 10,575  |  
|Deferred income taxes                                   |  |                       | (238    | ) |            |   | (500    | )
|Increase in accrued payroll, related taxes and benefits |  |                       | 873     |   |            |   | 1,399   |  
|Changes in other operating assets and liabilities       |  |                       | (2,054  | ) |            |   | (1,938  | )



Accounting for Guarantor Financial
Statements



In addition, the Company has restated its
guarantor financial statements for the three months ended March 31, 2004 to reflect the allocation of corporate costs to conform to the current year presentation. See Note 13.



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 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 asset is compared to their respective carrying values. If an
asset is determined to be impaired, the loss is measured by the excess carrying amount of the asset over its fair value. For the three months ended March 31, 2005 and 2004 the Company recorded impairment losses of $446 and $261, respectively,
related to its property and equipment for certain of its Burger King restaurants.



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. There were no
changes to the carrying amount of goodwill during the three months ended March 31, 2005 and 2004.



7



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



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 twenty-year renewal period.



The gross carrying amount of franchise rights at March 31, 2005 and December 31, 2004 was $139,225 and $139,527, respectively, and accumulated
amortization was $49,973 and $49,471, respectively. Amortization expense was $804 and $808 for the three months ended March 31, 2005 and March 31, 2004, 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 March 31, 2005, $219.5 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 March 31, 2005.



As a result of the restatement of the Companys financial statements as discussed in Note 3, the Company was in default under its senior credit
facility by failing to timely furnish its annual audited financial statements for fiscal year 2004 to its lenders. On May 19, 2005, the Company obtained a waiver of such default from its lenders that extended the time period to deliver the audited
financial statements for the 2004 fiscal year as well as the financial statements for the first quarter of 2005 to July 31, 2005.



On December 15, 2004, the Company issued $180 million of 9% Senior Subordinated Notes due 2013. In connection with the terms of the senior subordinated
notes, because the Company did not complete 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 months
ended March 31, 2005 and 2004 was comprised of the following:



|         |  |      |      |   |                    |   |      |  
|-------- |  | ---- | ---- | - | ------------------ | - | ---- | -
|         |  | 2005 |      |   | RestatedNote 32004 |  
|Current  |  | $    | 762  |   |                    | $ | 458  |  
|Deferred |  |      | (179 | ) |                    |   | (500 | )
|         |  |      |      |   |                    |   |      |  
|         |  | $    | 583  |   |                    | $ | (42  | )
|         |  |      |      |   |                    |   |      |  



The provision for
income taxes for the first quarter of 2005 was derived using an estimated effective annual income tax rate for 2005 of approximately 35%. The benefit for income taxes in the first quarter of 2004 is based on an effective tax rate of 46.6%. This rate
is higher than the statutory Federal tax rate primarily due to state income taxes and tax credits.



8



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



8. Other Liabilities



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



|                                   |  |                |        |                   |   |       
|---------------------------------- |  | -------------- | ------ | ----------------- | - | ------
|                                   |  | March 31, 2005 |        | December 31, 2004
|Unearned purchase discounts        |  | $              | 8,061  |                   | $ | 8,611 
|Accrued occupancy costs            |  |                | 11,219 |                   |   | 11,400
|Accrued workers compensation costs |  |                | 4,911  |                   |   | 4,821 
|Other                              |  |                | 3,608  |                   |   | 3,620 
|                                   |  |                |        |                   |   |       
|                                   |  | $              | 27,799 |                   | $ | 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 March 31, 2005 and December 31, 2004, the Company has $0.6 million in lease liability reserves
at both dates and $0.1 million in other exit cost reserves at both dates related to these restaurants that are included in accrued occupancy costs.



The following table presents the activity in the exit cost reserve:



|                             |  |                            |     |   |      |   |     |  
|---------------------------- |  | -------------------------- | --- | - | ---- | - | --- | -
|                             |  | Three MonthsEndedMarch 31, |    
|                             |  | 2005                       |     |   | 2004 |  
|                             | 
|Balance, beginning of period |  | $                          | 756 |   |      | $ | 847 |  
|Additions                    |  |                            |    |   |      |   |    |  
|Payments                     |  |                            | (32 | ) |      |   | (14 | )
|                             |  |                            |     |   |      |   |     |  
|Balance, end of period       |  | $                          | 724 |   |      | $ | 833 |  
|                             |  |                            |     |   |      |   |     |  



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 months ended March 31, 2005 and 2004:



|                                                |  |      |    |   |      |   |     |  
|----------------------------------------------- |  | ---- | -- | - | ---- | - | --- | -
|                                                |  | 2005 |    |   | 2004 |  
|Components of net periodic benefit cost:        |  |      |    |   |      |   |     |  
|Service cost                                    |  | $    | 62 |   |      | $ | 91  |  
|Interest cost                                   |  |      | 49 |   |      |   | 67  |  
|Amortization of gains and losses                |  |      | (5 | ) |      |   | 15  |  
|Amortization of unrecognized prior service cost |  |      | (7 | ) |      |   | (7  | )
|                                                |  |      |    |   |      |   |     |  
|Net periodic postretirement benefit cost        |  | $    | 99 |   |      | $ | 166 |  
|                                                |  |      |    |   |      |   |     |  



9



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



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.



The Other column
includes corporate related items not allocated to reportable segments. Other identifiable assets consist primarily of franchise rights and goodwill.



|                                      |  |            |        |               |   |            |  |       |         |              |   |         |  |   |        
|------------------------------------- |  | ---------- | ------ | ------------- | - | ---------- |  | ----- | ------- | ------------ | - | ------- |  | - | -------
|Three Months Ended:                   |  | TacoCabana |        | PolloTropical |   | BurgerKing |  | Other |         | Consolidated
|March 31, 2005:                       |  |            |        |               |   |            |  |       |         |              |   |         |  |   |        
|Total revenues                        |  | $          | 50,183 |               | $ | 34,447     |  | $     | 84,886  |              | $ |        |  | $ | 169,516
|Cost of sales                         |  |            | 14,537 |               |   | 11,381     |  |       | 22,920  |              |   |        |  |   | 48,838 
|Restaurant wages and related expenses |  |            | 14,139 |               |   | 7,937      |  |       | 27,999  |              |   |        |  |   | 50,075 
|Depreciation and amortization         |  |            | 2,103  |               |   | 1,323      |  |       | 5,016   |              |   | 344     |  |   | 8,786  
|Segment EBITDA                        |  |            | 7,257  |               |   | 7,321      |  |       | 5,611   |              |   |         |  |   |        
|Capital expenditures                  |  |            | 1,767  |               |   | 1,688      |  |       | 568     |              |   | 287     |  |   | 4,310  
|                                      |  |            |        |               |  
|March 31, 2004 (Restated Note 3):     |  |            |        |               |   |            |  |       |         |              |   |         |  |   |        
|Total revenues                        |  | $          | 46,147 |               | $ | 29,624     |  | $     | 81,129  |              | $ |        |  | $ | 156,900
|Cost of sales                         |  |            | 13,657 |               |   | 9,005      |  |       | 21,019  |              |   |        |  |   | 43,681 
|Restaurant wages and related expenses |  |            | 13,294 |               |   | 7,110      |  |       | 27,447  |              |   |        |  |   | 47,851 
|Depreciation and amortization         |  |            | 2,930  |               |   | 1,220      |  |       | 5,860   |              |   | 565     |  |   | 10,575 
|Segment EBITDA                        |  |            | 6,244  |               |   | 7,217      |  |       | 5,800   |              |   |         |  |   |        
|Capital expenditures                  |  |            | 1,982  |               |   | 231        |  |       | 725     |              |   | 166     |  |   | 3,104  
|                                      |  |            |        |               |  
|Identifiable Assets:                  |  |            |        |               |   |            |  |       |         |              |   |         |  |   |        
|At March 31, 2005                     |  | $          | 56,809 |               | $ | 44,962     |  | $     | 184,272 |              | $ | 175,833 |  | $ | 461,876
|At December 31, 2004                  |  |            | 57,133 |               |   | 44,620     |  |       | 189,135 |              |   | 202,184 |  |   | 493,072



10



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



A reconciliation of our segments EBITDA to consolidated net income is as follows:



|                                     |  |                              |        |                    |   |        |  
|------------------------------------ |  | ---------------------------- | ------ | ------------------ | - | ------ | -
|                                     |  | Three Months Ended March 31, |       
|                                     |  | 2005                         |        | RestatedNote 32004 |  
|Segment EBITDA:                      |  |                              |        |                    |   |        |  
|Taco Cabana                          |  | $                            | 7,257  |                    | $ | 6,244  |  
|Pollo Tropical                       |  |                              | 7,321  |                    |   | 7,217  |  
|Burger King                          |  |                              | 5,611  |                    |   | 5,800  |  
|                                     |  |                              |        |                    |   |        |  
|Subtotal                             |  |                              | 20,189 |                    |   | 19,261 |  
|                                     |  |                             
|Less:                                |  |                              |        |                    |   |        |  
|Depreciation and amortization        |  |                              | 8,786  |                    |   | 10,575 |  
|Impairment losses                    |  |                              | 446    |                    |   | 261    |  
|Interest expense                     |  |                              | 9,219  |                    |   | 7,988  |  
|Provision (benefit) for income taxes |  |                              | 583    |                    |   | (42    | )
|Stock-based compensation expense     |  |                              | 75     |                    |   | 526    |  
|                                     |  |                              |        |                    |   |        |  
|Net income (loss)                    |  | $                            | 1,080  |                    | $ | (47    | )
|                                     |  |                              |        |                    |   |        |  



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.



11



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



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 September 2004, the FASB issued Emerging Issues Task Force (EITF) Topic D-108, Use of the Residual Method to Value Acquired Assets
Other than Goodwill, which requires companies that have applied the residual method to value intangible assets to perform an impairment test on those intangible assets by the end of the first quarter of 2005. The provisions of EITF Topic D-108
did not effect the Companys consolidated financial statements.



In December 2004, the 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 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. 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 will
significantly restructure 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. The Company is evaluating the impact of this legislation and will record any impact therefrom in the second quarter of 2005.



12



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



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 March 31, 2005 and December 31, 2004,
statements of operations and statements of cash flows for the Parent Company only, Guarantor Subsidiaries and for the Company for the three months ended March 31, 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.



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.



13



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



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 months ended March 31, 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 months ended March 31, 2004 of $598 for general and administrative expenses and $52 for depreciation expense. The income tax benefit related to these allocations included in the
Guarantor Subsidiaries statement of operations was $122 for the three months ended March 31, 2004.



14



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



CONSOLIDATING BALANCE SHEET

March 31, 2005

(unaudited)



|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|---------------------------------------------------- |  | ------------------ | -------- | - | --------------------- | - | -------- | ------------ |  | - | ----------------- | - |  | - | -------- | -
|                                                     |  | ParentCompany Only |          |   | GuarantorSubsidiaries |   |          | Eliminations |  |   | ConsolidatedTotal |  
|ASSETS                                               |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Current assets:                                      |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Cash and cash equivalents                            |  | $                  | 2,064    |   |                       | $ | 2,761    |              |  | $ |                  |   |  | $ | 4,825    |  
|Trade and other receivables, net                     |  |                    | 524      |   |                       |   | 2,569    |              |  |   |                  |   |  |   | 3,093    |  
|Inventories                                          |  |                    | 3,247    |   |                       |   | 1,316    |              |  |   |                  |   |  |   | 4,563    |  
|Prepaid rent                                         |  |                    | 1,866    |   |                       |   | 1,709    |              |  |   |                  |   |  |   | 3,575    |  
|Prepaid expenses and other current assets            |  |                    | 1,638    |   |                       |   | 3,676    |              |  |   |                  |   |  |   | 5,314    |  
|Refundable income taxes                              |  |                    | 1,462    |   |                       |   |         |              |  |   |                  |   |  |   | 1,462    |  
|Deferred income taxes                                |  |                    | 3,618    |   |                       |   | 2,624    |              |  |   |                  |   |  |   | 6,242    |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Total current assets                                 |  |                    | 14,419   |   |                       |   | 14,655   |              |  |   |                  |   |  |   | 29,074   |  
|Property and equipment, net                          |  |                    | 84,351   |   |                       |   | 130,060  |              |  |   | (25,541           | ) |  |   | 188,870  |  
|Franchise rights, net                                |  |                    | 89,252   |   |                       |   |         |              |  |   |                  |   |  |   | 89,252   |  
|Goodwill                                             |  |                    | 1,450    |   |                       |   | 122,274  |              |  |   |                  |   |  |   | 123,724  |  
|Franchise agreements, net                            |  |                    | 6,310    |   |                       |   |          |              |  |   |                   |   |  |   | 6,310    |  
|Intercompany receivable (payable)                    |  |                    | 146,938  |   |                       |   | (147,899 | )            |  |   | 961               |   |  |   |         |  
|Investment in subsidiaries                           |  |                    | 19,946   |   |                       |   |         |              |  |   | (19,946           | ) |  |   |         |  
|Deferred income taxes                                |  |                    | 476      |   |                       |   | 9,010    |              |  |   |                  |   |  |   | 9,486    |  
|Other assets                                         |  |                    | 10,709   |   |                       |   | 5,804    |              |  |   | (1,353            | ) |  |   | 15,160   |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Total assets                                         |  | $                  | 373,851  |   |                       | $ | 133,904  |              |  | $ | (45,879           | ) |  | $ | 461,876  |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|                                                     |  |                    |         
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)       |  |                    |          |   |                       |   |          |              |  |   |                   |   | 
|Current liabilities:                                 |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Current portion of long-term debt                    |  | $                  | 2,343    |   |                       | $ | 261      |              |  | $ |                  |   |  | $ | 2,604    |  
|Current portion of lease financing obligations       |  |                    | 1,501    |   |                       |   | 2,328    |              |  |   | (1,164            | ) |  |   | 2,665    |  
|Accounts payable                                     |  |                    | 6,611    |   |                       |   | 10,410   |              |  |   |                  |   |  |   | 17,021   |  
|Accrued interest                                     |  |                    | 4,946    |   |                       |   |         |              |  |   |                  |   |  |   | 4,946    |  
|Accrued payroll, related taxes and benefits          |  |                    | 8,165    |   |                       |   | 6,069    |              |  |   |                  |   |  |   | 14,234   |  
|Other liabilities                                    |  |                    | 7,527    |   |                       |   | 4,383    |              |  |   |                  |   |  |   | 11,910   |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Total current liabilities                            |  |                    | 31,093   |   |                       |   | 23,451   |              |  |   | (1,164            | ) |  |   | 53,380   |  
|Long-term debt, net of current portion               |  |                    | 397,647  |   |                       |   | 322      |              |  |   |                  |   |  |   | 397,969  |  
|Lease financing obligations, net of current portion  |  |                    | 28,299   |   |                       |   | 79,916   |              |  |   | (29,110           | ) |  |   | 79,105   |  
|Deferred incomesale-leaseback of real estate        |  |                    | 7,090    |   |                       |   | 1,317    |              |  |   | 2,953             |   |  |   | 11,360   |  
|Accrued postretirement benefits                      |  |                    | 3,567    |   |                       |   |         |              |  |   |                  |   |  |   | 3,567    |  
|Other liabilities                                    |  |                    | 17,459   |   |                       |   | 10,204   |              |  |   | 136               |   |  |   | 27,799   |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Total liabilities                                    |  |                    | 485,155  |   |                       |   | 115,210  |              |  |   | (27,185           | ) |  |   | 573,180  |  
|Commitments and contingencies                        |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Stockholders equity (deficit)                       |  |                    | (111,304 | ) |                       |   | 18,694   |              |  |   | (18,694           | ) |  |   | (111,304 | )
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Total liabilities and stockholders equity (deficit) |  | $                  | 373,851  |   |                       | $ | 133,904  |              |  | $ | (45,879           | ) |  | $ | 461,876  |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  



15



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



CONSOLIDATING BALANCE SHEET

December 31, 2004

(Unaudited)



|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|---------------------------------------------------- |  | ------------------ | -------- | - | --------------------- | - | -------- | ------------ |  | - | ----------------- | - |  | - | -------- | -
|                                                     |  | ParentCompany Only |          |   | GuarantorSubsidiaries |   |          | Eliminations |  |   | ConsolidatedTotal |  
|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                          |  |                    | 88,126   |   |                       |   | 130,276  |              |  |   | (25,872           | ) |  |   | 192,530  |  
|Franchise rights, net                                |  |                    | 90,056   |   |                       |   |         |              |  |   |                  |   |  |   | 90,056   |  
|Goodwill                                             |  |                    | 1,450    |   |                       |   | 122,274  |              |  |   |                  |   |  |   | 123,724  |  
|Franchise agreements, net                            |  |                    | 6,480    |   |                       |   |         |              |  |   |                  |   |  |   | 6,480    |  
|Intercompany receivable (payable)                    |  |                    | 144,620  |   |                       |   | (145,639 | )            |  |   | 1,019             |   |  |   |         |  
|Investment in subsidiaries                           |  |                    | 17,094   |   |                       |   |         |              |  |   | (17,094           | ) |  |   |         |  
|Deferred income taxes                                |  |                    | 551      |   |                       |   | 8,756    |              |  |   |                  |   |  |   | 9,307    |  
|Other assets                                         |  |                    | 10,276   |   |                       |   | 5,681    |              |  |   | (1,372            | ) |  |   | 14,585   |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Total assets                                         |  | $                  | 401,455  |   |                       | $ | 134,936  |              |  | $ | (43,319           | ) |  | $ | 493,072  |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|                                                     |  |                    |         
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)       |  |                    |          |   |                       |   |          |              |  |   |                   |   | 
|Current liabilities:                                 |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Current portion of long-term debt                    |  | $                  | 2,343    |   |                       | $ | 268      |              |  | $ |                  |   |  | $ | 2,611    |  
|Current portion of lease financing obligations       |  |                    | 1,455    |   |                       |   | 1,999    |              |  |   | (859              | ) |  |   | 2,595    |  
|Accounts payable                                     |  |                    | 7,876    |   |                       |   | 9,705    |              |  |   |                  |   |  |   | 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                            |  |                    | 58,218   |   |                       |   | 26,141   |              |  |   | (859              | ) |  |   | 83,500   |  
|Long-term debt, net of current portion               |  |                    | 398,233  |   |                       |   | 381      |              |  |   |                  |   |  |   | 398,614  |  
|Lease financing obligations, net of current portion  |  |                    | 28,696   |   |                       |   | 80,730   |              |  |   | (29,624           | ) |  |   | 79,802   |  
|Deferred incomesale-leaseback of real estate        |  |                    | 7,181    |   |                       |   | 1,410    |              |  |   | 2,993             |   |  |   | 11,584   |  
|Accrued postretirement benefits                      |  |                    | 3,504    |   |                       |   |         |              |  |   |                  |   |  |   | 3,504    |  
|Other liabilities                                    |  |                    | 18,007   |   |                       |   | 10,328   |              |  |   | 117               |   |  |   | 28,452   |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Total liabilities                                    |  |                    | 513,839  |   |                       |   | 118,990  |              |  |   | (27,373           | ) |  |   | 605,456  |  
|Commitments and contingencies                        |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Stockholders equity (deficit)                       |  |                    | (112,384 | ) |                       |   | 15,946   |              |  |   | (15,946           | ) |  |   | (112,384 | )
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  
|Total liabilities and stockholders equity (deficit) |  | $                  | 401,455  |   |                       | $ | 134,936  |              |  | $ | (43,319           | ) |  | $ | 493,072  |  
|                                                     |  |                    |          |   |                       |   |          |              |  |   |                   |   |  |   |          |  



16



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended March 31, 2005

(Unaudited)



|                                                                                |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|------------------------------------------------------------------------------- |  | ----------------- | ------ | - | --------------------- | - | ------------ |  | - | ----------------- | - |  | - | -------
|                                                                                |  | ParentCompanyOnly |        |   | GuarantorSubsidiaries |   | Eliminations |  |   | ConsolidatedTotal
|Revenues:                                                                       |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|Restaurant sales                                                                |  | $                 | 84,886 |   |                       | $ | 84,252       |  | $ |                  |   |  | $ | 169,138
|Franchise royalty revenues and fees                                             |  |                   |       |   |                       |   | 378          |  |   |                  |   |  |   | 378    
|                                                                                |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|Total revenues                                                                  |  |                   | 84,886 |   |                       |   | 84,630       |  |   |                  |   |  |   | 169,516
|                                                                                |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|Costs and expenses:                                                             |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|Cost of sales                                                                   |  |                   | 22,920 |   |                       |   | 25,918       |  |   |                  |   |  |   | 48,838 
|Restaurant wages and related expenses                                           |  |                   | 27,999 |   |                       |   | 22,076       |  |   |                  |   |  |   | 50,075 
|Restaurant rent expense                                                         |  |                   | 5,618  |   |                       |   | 2,896        |  |   | 654               |   |  |   | 9,168  
|Other restaurant operating expenses                                             |  |                   | 13,342 |   |                       |   | 10,854       |  |   |                  |   |  |   | 24,196 
|Advertising expense                                                             |  |                   | 3,362  |   |                       |   | 3,201        |  |   |                  |   |  |   | 6,563  
|General and administrative (including $75 of stock- based compensation expense) |  |                   | 5,381  |   |                       |   | 5,181        |  |   |                  |   |  |   | 10,562 
|Depreciation and amortization                                                   |  |                   | 5,188  |   |                       |   | 3,947        |  |   | (349              | ) |  |   | 8,786  
|Impairment losses                                                               |  |                   | 446    |   |                       |   |             |  |   |                  |   |  |   | 446    
|                                                                                |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|Total operating expenses                                                        |  |                   | 84,256 |   |                       |   | 74,073       |  |   | 305               |   |  |   | 158,634
|                                                                                |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|Income from operations                                                          |  |                   | 630    |   |                       |   | 10,557       |  |   | (305              | ) |  |   | 10,882 
|Interest expense                                                                |  |                   | 8,029  |   |                       |   | 1,656        |  |   | (466              | ) |  |   | 9,219  
|Intercompany interest allocations                                               |  |                   | (4,556 | ) |                       |   | 4,556        |  |   |                  |   |  |   |       
|                                                                                |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|Income (loss) before income taxes                                               |  |                   | (2,843 | ) |                       |   | 4,345        |  |   | 161               |   |  |   | 1,663  
|Provision (benefit) for income taxes                                            |  |                   | (1,072 | ) |                       |   | 1,597        |  |   | 58                |   |  |   | 583    
|Equity income from subsidiaries                                                 |  |                   | 2,851  |   |                       |   |             |  |   | (2,851            | ) |  |   |       
|                                                                                |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        
|Net income                                                                      |  | $                 | 1,080  |   |                       | $ | 2,748        |  | $ | (2,748            | ) |  | $ | 1,080  
|                                                                                |  |                   |        |   |                       |   |              |  |   |                   |   |  |   |        



17



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



CONSOLIDATING STATEMENT OF OPERATIONS

Three Months Ended March 31, 2004 (As Restated)

(Unaudited)



|                                                                                |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|------------------------------------------------------------------------------- |  | ------------------ | ------ | - | --------------------- | - | ------------ |  | - | ------------------ | - |  | - | ------- | -
|                                                                                |  | ParentCompany Only |        |   | GuarantorSubsidiaries |   | Eliminations |  |   | Consolidated Total |  
|Revenues:                                                                       |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|Restaurant sales                                                                |  | $                  | 81,129 |   |                       | $ | 75,416       |  | $ |                   |   |  | $ | 156,545 |  
|Franchise royalty revenues and fees                                             |  |                    |       |   |                       |   | 355          |  |   |                   |   |  |   | 355     |  
|                                                                                |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|Total revenues                                                                  |  |                    | 81,129 |   |                       |   | 75,771       |  |   |                   |   |  |   | 156,900 |  
|                                                                                |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|Costs and expenses:                                                             |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|Cost of sales                                                                   |  |                    | 21,019 |   |                       |   | 22,662       |  |   |                   |   |  |   | 43,681  |  
|Restaurant wages and related expenses                                           |  |                    | 27,447 |   |                       |   | 20,404       |  |   |                   |   |  |   | 47,851  |  
|Restaurant rent expense                                                         |  |                    | 5,394  |   |                       |   | 2,571        |  |   | 666                |   |  |   | 8,631   |  
|Other restaurant operating expenses                                             |  |                    | 12,683 |   |                       |   | 9,207        |  |   |                   |   |  |   | 21,890  |  
|Advertising expense                                                             |  |                    | 3,261  |   |                       |   | 2,566        |  |   |                   |   |  |   | 5,827   |  
|General and administrative (including $526 of stock-based compensation expense) |  |                    | 4,927  |   |                       |   | 5,358        |  |   |                   |   |  |   | 10,285  |  
|Depreciation and amortization                                                   |  |                    | 6,170  |   |                       |   | 4,730        |  |   | (325               | ) |  |   | 10,575  |  
|Impairment losses                                                               |  |                    | 261    |   |                       |   |             |  |   |                   |   |  |   | 261     |  
|                                                                                |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|Total operating expenses                                                        |  |                    | 81,162 |   |                       |   | 67,498       |  |   | 341                |   |  |   | 149,001 |  
|                                                                                |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|Income (loss) from operations                                                   |  |                    | (33    | ) |                       |   | 8,273        |  |   | (341               | ) |  |   | 7,899   |  
|Interest expense                                                                |  |                    | 6,757  |   |                       |   | 1,701        |  |   | (470               | ) |  |   | 7,988   |  
|Intercompany interest allocations                                               |  |                    | (4,556 | ) |                       |   | 4,556        |  |   |                   |   |  |   |        |  
|                                                                                |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|Income (loss) before income taxes                                               |  |                    | (2,234 | ) |                       |   | 2,016        |  |   | 129                |   |  |   | (89     | )
|Provision (benefit) for income taxes                                            |  |                    | (895   | ) |                       |   | 845          |  |   | 8                  |   |  |   | (42     | )
|Equity income from subsidiaries                                                 |  |                    | 1,292  |   |                       |   |             |  |   | (1,292             | ) |  |   |        |  
|                                                                                |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  
|Net income (loss)                                                               |  | $                  | (47    | ) |                       | $ | 1,171        |  | $ | (1,171             | ) |  | $ | (47     | )
|                                                                                |  |                    |        |   |                       |   |              |  |   |                    |   |  |   |         |  



18



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2005

(Unaudited)



|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|---------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | --------------------- | - | ------ | ------------ |  | - | ----------------- | - |  | - | ------- | -
|                                                                                               |  | ParentCompany Only |         |   | GuarantorSubsidiaries |   |        | Eliminations |  |   | ConsolidatedTotal |  
|Cash flows provided from operating activities:                                                 |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Net income                                                                                     |  | $                  | 1,080   |   |                       | $ | 2,748  |              |  | $ | (2,748            | ) |  | $ | 1,080   |  
|Adjustments to reconcile net income to net cash provided from (used for) operating activities: |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Depreciation and amortization                                                                  |  |                    | 5,188   |   |                       |   | 3,947  |              |  |   | (349              | ) |  |   | 8,786   |  
|Amortization of deferred financing costs                                                       |  |                    | 355     |   |                       |   |       |              |  |   |                  |   |  |   | 355     |  
|Amortization of unearned purchase discounts                                                    |  |                    | 539     |   |                       |   |       |              |  |   |                  |   |  |   | 539     |  
|Amortization of deferred gains from sale-leaseback transactions                                |  |                    | (89     | ) |                       |   | (76    | )            |  |   |                  |   |  |   | (165    | )
|Impairment losses                                                                              |  |                    | 446     |   |                       |   |       |              |  |   |                  |   |  |   | 446     |  
|Deferred income taxes                                                                          |  |                    | 74      |   |                       |   | (253   | )            |  |   |                  |   |  |   | (179    | )
|Decrease in accrued bonus to employees and director                                            |  |                    | (20,860 | ) |                       |   |       |              |  |   |                  |   |  |   | (20,860 | )
|Decrease in accrued payroll, related taxes and benefits                                        |  |                    | (7,977  | ) |                       |   | (2,729 | )            |  |   |                  |   |  |   | (10,706 | )
|Changes in other operating assets and liabilities                                              |  |                    | (3,740  | ) |                       |   | 957    |              |  |   | 2,887             |   |  |   | 104     |  
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Net cash provided from (used for) operating activities                                         |  |                    | (24,984 | ) |                       |   | 4,594  |              |  |   | (210              | ) |  |   | (20,600 | )
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Cash flows used for investing activities:                                                      |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Capital expenditures:                                                                          |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|New restaurant development                                                                     |  |                    | 14      |   |                       |   | (2,398 | )            |  |   |                  |   |  |   | (2,384  | )
|Restaurant remodeling                                                                          |  |                    | (64     | ) |                       |   | (112   | )            |  |   |                  |   |  |   | (176    | )
|Other restaurant expenditures                                                                  |  |                    | (518    | ) |                       |   | (945   | )            |  |   |                  |   |  |   | (1,463  | )
|Corporate and restaurant information systems                                                   |  |                    | (190    | ) |                       |   | (97    | )            |  |   |                  |   |  |   | (287    | )
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Total capital expenditures                                                                     |  |                    | (758    | ) |                       |   | (3,552 | )            |  |   |                  |   |  |   | (4,310  | )
|Properties purchased for sale-leaseback                                                        |  |                    | (275    | ) |                       |   |       |              |  |   |                  |   |  |   | (275    | )
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Net cash used for investing activities                                                         |  |                    | (1,033  | ) |                       |   | (3,552 | )            |  |   |                  |   |  |   | (4,585  | )
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Cash flows used for financing activities:                                                      |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Scheduled principal payments on term loans                                                     |  |                    | (550    | ) |                       |   |       |              |  |   |                  |   |  |   | (550    | )
|Principal payments on lease financing obligations                                              |  |                    | (351    | ) |                       |   | (486   | )            |  |   | 210               |   |  |   | (627    | )
|Principal payments on capital leases                                                           |  |                    | (36     | ) |                       |   | (66    | )            |  |   |                  |   |  |   | (102    | )
|Financing costs associated with issuance of debt                                               |  |                    | (177    | ) |                       |   |       |              |  |   |                  |   |  |   | (177    | )
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Net cash used for financing activities                                                         |  |                    | (1,114  | ) |                       |   | (552   | )            |  |   | 210               |   |  |   | (1,456  | )
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Net increase (decrease) in cash and cash equivalents                                           |  |                    | (27,131 | ) |                       |   | 490    |              |  |   |                  |   |  |   | (26,641 | )
|Cash and cash equivalents, beginning of period                                                 |  |                    | 29,195  |   |                       |   | 2,271  |              |  |   |                  |   |  |   | 31,466  |  
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  
|Cash and cash equivalents, end of period                                                       |  | $                  | 2,064   |   |                       | $ | 2,761  |              |  | $ |                  |   |  | $ | 4,825   |  
|                                                                                               |  |                    |         |   |                       |   |        |              |  |   |                   |   |  |   |         |  



19



---

CARROLS CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(in
thousands of dollars)



CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2004 (As Restated)

(Unaudited)



|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|---------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------------- | - | ------ | ----------- |  | - | ------------------ | - |  | - | ------ | -
|                                                                                               |  | ParentCompanyOnly |         |   | Guarantor Subsidiaries |   |        | Elimination |  |   | Consolidated Total |  
|Cash flows provided from operating activities:                                                 |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Net income (loss)                                                                              |  | $                 | (47     | ) |                        | $ | 1,171  |             |  | $ | (1,171             | ) |  | $ | (47    | )
|Adjustments to reconcile net income to net cash provided from (used for) operating activities: |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Depreciation and amortization                                                                  |  |                   | 6,170   |   |                        |   | 4,730  |             |  |   | (325               | ) |  |   | 10,575 |  
|Amortization of deferred financing costs                                                       |  |                   | 344     |   |                        |   | 18     |             |  |   |                   |   |  |   | 362    |  
|Amortization of unearned purchase discounts                                                    |  |                   | 539     |   |                        |   |       |             |  |   |                   |   |  |   | 539    |  
|Amortization of deferred gains from sale-leaseback transactions                                |  |                   | (123    | ) |                        |   | (64    | )           |  |   |                   |   |  |   | (187   | )
|Impairment losses                                                                              |  |                   | 261     |   |                        |   |       |             |  |   |                   |   |  |   | 261    |  
|Deferred income taxes                                                                          |  |                   | (178    | ) |                        |   | (322   | )           |  |   |                   |   |  |   | (500   | )
|Increase in accrued payroll, related taxes and benefits                                        |  |                   | 933     |   |                        |   | 466    |             |  |   |                   |   |  |   | 1,399  |  
|Changes in other operating assets and liabilities                                              |  |                   | 4,089   |   |                        |   | (7,328 | )           |  |   | 1,301              |   |  |   | (1,938 | )
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Net cash provided from (used for) operating activities                                         |  |                   | 11,988  |   |                        |   | (1,329 | )           |  |   | (195               | ) |  |   | 10,464 |  
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Cash flows used for investing activities:                                                      |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Capital expenditures:                                                                          |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|New restaurant development                                                                     |  |                   | (99     | ) |                        |   | (1,538 | )           |  |   |                   |   |  |   | (1,637 | )
|Restaurant remodeling                                                                          |  |                   | (61     | ) |                        |   |       |             |  |   |                   |   |  |   | (61    | )
|Other restaurant expenditures                                                                  |  |                   | (565    | ) |                        |   | (675   | )           |  |   |                   |   |  |   | (1,240 | )
|Corporate and restaurant information systems                                                   |  |                   | (121    | ) |                        |   | (45    | )           |  |   |                   |   |  |   | (166   | )
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Total capital expenditures                                                                     |  |                   | (846    | ) |                        |   | (2,258 | )           |  |   |                   |   |  |   | (3,104 | )
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Net cash used for investing activities                                                         |  |                   | (846    | ) |                        |   | (2,258 | )           |  |   |                   |   |  |   | (3,104 | )
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Cash flows (used for) provided from financing activities:                                      |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Payments on revolving credit facility, net                                                     |  |                   | (600    | ) |                        |   |       |             |  |   |                   |   |  |   | (600   | )
|Scheduled principal payments on term loans                                                     |  |                   | (3,375  | ) |                        |   |       |             |  |   |                   |   |  |   | (3,375 | )
|Principal pre-payments on term loans                                                           |  |                   | (9,000  | ) |                        |   |       |             |  |   |                   |   |  |   | (9,000 | )
|Principal payments on lease financing obligations                                              |  |                   | (307    | ) |                        |   | (431   | )           |  |   | 194                |   |  |   | (544   | )
|Payments on other notes payable, net                                                           |  |                   | (98     | ) |                        |   |       |             |  |   |                   |   |  |   | (98    | )
|Principal payments on capital leases                                                           |  |                   | (44     | ) |                        |   | (62    | )           |  |   |                   |   |  |   | (106   | )
|Proceeds from lease financing obligations, net                                                 |  |                   |        |   |                        |   | 3,250  |             |  |   | (3,250             | ) |  |   |       |  
|Financing costs associated with issuance of debt                                               |  |                   |        |   |                        |   | (99    | )           |  |   | 99                 |   |  |   |       |  
|Proceeds from sale-leaseback transactions                                                      |  |                   | 2,427   |   |                        |   | 1,518  |             |  |   | 3,152              |   |  |   | 7,097  |  
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Net cash (used for) provided from financing activities                                         |  |                   | (10,997 | ) |                        |   | 4,176  |             |  |   | 195                |   |  |   | (6,626 | )
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Net increase in cash and cash equivalents                                                      |  |                   | 145     |   |                        |   | 589    |             |  |   |                   |   |  |   | 734    |  
|Cash and cash equivalents, beginning of period                                                 |  |                   | 708     |   |                        |   | 1,706  |             |  |   |                   |   |  |   | 2,414  |  
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  
|Cash and cash equivalents, end of period                                                       |  | $                 | 853     |   |                        | $ | 2,295  |             |  | $ |                   |   |  | $ | 3,148  |  
|                                                                                               |  |                   |         |   |                        |   |        |             |  |   |                    |   |  |   |        |  



20



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ITEM 2MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



Throughout this Quarterly Report on
Form 10-Q, 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 our 2005 Quarterly Report on Form 10-Q 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 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 our Annual Report on Form 10-K 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;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | The availability and terms of necessary or desirable financing or refinancing and other related risks and uncertainties;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



21



---

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



| |  |  | 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; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 our Annual Report on Form 10-K 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 months ended April 2, 2005 and March 30, 2004 will be referred to as the three months
ended March 31, 2005 and March 31, 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 538 company owned and operated restaurants in 17 states as of March 31, 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 months ended March 31, 2005 we had total revenues of $169.5 million.



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 March 31, 2005, our Hispanic Brands were comprised of 191 company-owned and 31 franchised restaurants and accounted for
49.9% of our revenues for the three months ended March 31, 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 March 31, 2005, we owned and operated 127 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 months ended March 31, 2005, our company-owned Taco Cabana restaurants generated total revenues of $50.2 million and segment EBITDA of $7.3 million.



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



22



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



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 March 31, 2005, we owned and operated a total of 64 Pollo Tropical restaurants, 55 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 March 31, 2005, 20 of which were located in Puerto Rico, three in Ecuador and one in Miami. Since our acquisition of Pollo Tropical, we have expanded the brand by over 75% by opening 28 new restaurants. For the three
months ended March 31, 2005, our company-owned Pollo Tropical restaurants generated total revenues of $34.4 million and segment EBITDA of $7.3 million.



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 of March 31, 2005, we operated 347 Burger King
restaurants located in 13 Northeastern, Midwestern and Southeastern states. For the three months ended March 31, 2005, our Burger King restaurants generated total revenues of $84.9 million and segment EBITDA of $5.6 million.



Recent Developments



Effective May 3, 2005, Holdings issued an aggregate of 260,600 shares of common stock in exchange for the cancellation and
termination of an identical number of outstanding options to purchase shares of Holdings common stock. 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 compensation charge in the second quarter of 2005 relative to these
stock awards.



Restatements



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.



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 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



23



---

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



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 was increased by $0.4 million in the first three
months of 2004.



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 have adjusted our purchase price allocations for these acquisitions and restated lease liabilities and goodwill as of the acquisition dates. We have 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 first three months of
2004.



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 by $0.2 million in the first three months of 2004.



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, by $0.5 million in the first three months of 2004.



Accounting for Guarantor Financial Statements



The Company has restated its guarantor financial statements for the three months ended March 31, 2004 to reflect the allocation of corporate costs to
conform to the current year presentation. See Note 13 to the Consolidated Financial Statements.



24



---

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



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 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 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. 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 March 31, 2005, we had four non-operating restaurant properties.



Insurance liabilities. We are self-insured for most workers
compensation, general liability and medical insurance claims. At March 31, 2005, we had $9.2 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.



25



---

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



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 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 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 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.



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.



Recent Accounting Developments



In September 2004, the FASB issued Emerging Issues Task Force (EITF) Topic D-108, Use of the Residual Method to Value Acquired Assets
Other than Goodwill, which requires companies, that have applied the residual method to value intangible assets, to perform an impairment test on those intangible assets by the end of the first quarter of 2005. The provisions of EITF Topic
D-108 did not affect our consolidated financial statements.



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



26



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



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 income. 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 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 will
significantly restructure 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. We are evaluating the impact of this legislation and will record any impact therefrom in the second quarter of 2005.



Results of Operations



Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004.



Since March 31, 2004 we have opened one new Burger King restaurant, four new Pollo Tropical restaurants and four new Taco
Cabana restaurants. We also closed five Burger King restaurants since March 31, 2004.



27



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



The following table sets forth, for the three months ended March 31, 2005 and 2004, selected
operating results as a percentage of restaurant sales:



|                                      |  |       |   |  |                           |  
|------------------------------------- |  | ----- | - |  | ------------------------- | -
|                                      |  | 2005  |   |  | As Restated (Note 3) 2004 |  
|Restaurant sales:                     |  |       |   |  |                           |  
|Burger King                           |  | 50.2  | % |  | 51.8                      | %
|Pollo Tropical                        |  | 20.2  | % |  | 18.8                      | %
|Taco Cabana                           |  | 29.6  | % |  | 29.4                      | %
|                                      |  |       |   |  |                           |  
|                                      |  | 100.0 | % |  | 100.0                     | %
|Costs and expenses:                   |  |       |   |  |                           |  
|Cost of sales                         |  | 28.9  | % |  | 27.9                      | %
|Restaurant wages and related expenses |  | 29.6  | % |  | 30.6                      | %
|Restaurant rent expense               |  | 5.4   | % |  | 5.5                       | %
|Other restaurant expenses             |  | 14.3  | % |  | 14.0                      | %
|Advertising expense                   |  | 3.9   | % |  | 3.7                       | %
|General and administrative            |  | 6.2   | % |  | 6.6                       | %
|Income from restaurant operations     |  | 6.5   | % |  | 5.1                       | %



Restaurant
Sales. Total restaurant sales for the first quarter of 2005 increased $12.6 million, or 8.0%, to $169.1 million from $156.5 million in the first quarter of 2004 due to sales increases at all three of our restaurant concepts.



Taco Cabana restaurant sales increased $4.0 million, or 8.8%, to $50.1
million in the first quarter of 2005 due primarily to a 5.5% sales increase at our comparable Taco Cabana restaurants that resulted from increases in the average sales transaction and, to a lesser extent, the addition of four restaurants since the
end of the first quarter of 2004 and modest menu price increases in 2005 of approximately 1%.



Pollo Tropical restaurant sales increased $4.8 million, or 16.3%, in the first quarter of 2005 to $34.2 million due primarily to a 10.6% sales increase at our comparable Pollo Tropical restaurants that resulted from
an increase in customer traffic, and, to a lesser extent, the opening of four Pollo Tropical restaurants since the end of the first quarter of 2004 and menu price increases of approximately 2% in 2005.



Burger King restaurant sales increased $3.8 million, or 4.6%, to $84.9
million in the first quarter of 2005 due to a 5.0% sales increase at our comparable Burger King restaurants that resulted from increases in the average sales transaction due to sales of premium sandwiches and menu price increases of approximately
3.5% since the end of the first quarter of 2004.



Operating
Costs and Expenses. Cost of sales (food and paper costs), as a percentage of total restaurant sales, increased to 28.9% in the first quarter of 2005 from 27.9% in the first quarter of 2004. Taco Cabana cost of sales, as a percentage of Taco
Cabana restaurant sales, decreased to 29.0% in the first quarter of 2005 from 29.7% in 2004 due primarily to improvements in restaurant-level food controls (1.4% of Taco Cabana sales) and the effect of menu price increases (0.3% of Taco Cabana
sales), partially offset by higher commodity prices in 2005 (1.0% of Taco Cabana sales). Pollo Tropical cost of sales, as a percentage of Pollo Tropical restaurant sales, increased significantly to 33.3% in the first quarter of 2005 from 30.7% in
2004 due in part to a 19% increase in whole chicken commodity prices and increases in other commodity prices (2.7% of Pollo Tropical sales) and higher menu paper costs (0.4% of Pollo Tropical sales), offset in part by the effect of menu price
increases (0.5% of Pollo Tropical sales). Burger King cost of sales, as a percentage of Burger King restaurant sales, increased to 27.0% in the first quarter of 2005 from 25.9% in 2004 due primarily to an increase in beef and other commodity prices
(0.8% of Burger King sales), lower rebates in 2005 (0.6% of Burger King sales) and increased sales of menu items introduced in 2004 which have higher selling prices but lower margins as a percentage of their selling prices (0.6% of Burger King
sales). These increases were offset in part by the effect of menu price increases since the end of the first quarter of 2004 (1.1% of Burger King sales).



28



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



Restaurant wages and related expenses, as a percentage of total restaurant sales, decreased to 29.6%
in the first quarter of 2005 from 30.6% in 2004. Taco Cabana restaurant wages and related expenses, as a percentage of Taco Cabana restaurant sales, decreased to 28.2% in the first quarter of 2005 from 28.9% in 2004 due primarily to the effect on
fixed labor costs of higher comparable restaurant sales volumes, the effect of menu price increases and lower medical insurance costs. Pollo Tropical restaurant wages and related expenses, as a percentage of Pollo Tropical restaurant sales,
decreased to 23.2% in the first quarter of 2005 from 24.2% in 2004 due to the effect on fixed labor costs of higher comparable restaurant sales volumes and the effect of menu price increases. Burger King restaurant wages and related expenses, as a
percentage of Burger King restaurant sales, decreased to 33.0% in the first quarter of 2005 from 33.8% in 2004 due primarily to lower medical and workers compensation insurance costs (0.7%).



Restaurant rent expense, as a percentage of total restaurant sales, decreased
to 5.4% in the first quarter of 2005 from 5.5% in 2004 due to the effect of higher sales volumes on fixed occupancy costs.



Other restaurant operating expenses, as a percentage of total restaurant sales, increased to 14.3% in the first quarter of 2005 from 14.0% in 2004. Taco
Cabana other restaurant operating expenses, as a percentage of Taco Cabana restaurant sales, increased to 14.2% in the first quarter 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. Pollo Tropical other restaurant operating expenses, as a percentage of Pollo Tropical restaurant sales, increased slightly to 11.0% in the first quarter of 2005 from 10.9% in 2004. Burger King
other restaurant operating expenses, as a percentage of Burger King restaurant sales, increased slightly to 15.7% in the first quarter of 2005 from 15.6% in 2004.



Advertising expense, as a percentage of total restaurant sales, increased to 3.9% in the first quarter of 2005 from 3.7% in
the first quarter of 2004. Taco Cabana advertising expense, as a percentage of Taco Cabana restaurant sales, decreased to 4.1% in the first quarter of 2005 from 4.5% 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 3.3% in the first quarter
of 2005 from 1.6% in 2004 due to television and radio advertising expenditures in the first quarter of 2005. 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 2.0% to 2.5% of Pollo Tropical restaurant sales. Burger King advertising expense, as a percentage of Burger King restaurant sales, was 4.0% in the first quarter of 2005 and 2004.



General and administrative expenses, as a percentage of total restaurant
sales, decreased to 6.2% in the first quarter of 2005 from 6.6% in 2004 due primarily to a reduction in 2005 of stock-based compensation expense of $0.5 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 restaurant concept increased 16.2% to $7.3 million in the first quarter of 2005 from $6.2 million in 2004. Segment EBITDA for our Pollo Tropical restaurant concept increased $0.1 million to $7.3 million in
the first quarter of 2005 from $7.2 million in 2004. Segment EBITDA for our Burger King restaurant segment decreased $0.2 million to $5.6 million in the first quarter of 2005 from $5.8 million in 2004.



Depreciation and Amortization and Impairment LossesDepreciation
and amortization expense decreased to $8.8 million in the first quarter of 2005 from $10.6 million in the first quarter of 2004 due primarily to lower



29



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



depreciation of equipment and information systems related to our Burger King restaurants of $0.5 million, lower leasehold improvement amortization of $0.2
million for all of our restaurants and also in general to lower capital expenditures for the year ended December 31, 2004 at our Burger King and Taco Cabana restaurants compared to historical levels. Impairment losses were $0.4 million and $0.3
million in the first three months of 2005 and 2004, respectively, and were related in both years to certain underperforming Burger King restaurants.



Interest Expense. Interest expense increased $1.2 million to $9.2 million in the first quarter of 2005 from $8.0 million in 2004 due primarily to
higher average debt balances in the first quarter 2005 resulting from the December 2004 refinancing and higher effective interest rates on our floating rate debt. The weighted average interest rate on all long-term debt for the three months ended
March 31, 2005 decreased to 6.8% from 7.5% in the first three 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, comprising a lower percentage of
our total outstanding long-term debt in 2005, as a result of 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 for the first quarter of 2005 was derived using an
estimated effective annual income tax rate for 2005 of approximately 35%. The benefit for income taxes in the first quarter of 2004 is based on an effective tax rate for 2004 of 46.6%. This rate is higher than the statutory Federal tax rate
primarily due to state income taxes and tax credits.



Net
IncomeAs a result of the foregoing, net income in the first quarter of 2005 increased to $1,080,000 from a loss of $47,000 in the first quarter of 2004.



Reconciliation of Non-GAAP Financial Measures



Consolidated EBITDA is defined as income before interest, income taxes, depreciation and amortization, impairment losses,
and non-cash other income and expense. Consolidated EBITDA is presented because we believe it is a useful financial indicator for measuring the ability, on a consolidated basis, to service and/or incur indebtedness. However, Consolidated EBITDA
should not be considered as an alternative to consolidated cash flows as a measure of liquidity in accordance with generally accepted accounting principles. Consolidated EBITDA is not necessarily comparable to other similarly titled captions of
other companies due to differences in methods of calculation. Management believes the most directly comparable measure to Consolidated EBITDA calculated in accordance with generally accepted accounting principles is net cash provided from operating
activities. A reconciliation of Consolidated EBITDA to net cash provided from (used for) operating activities for the three months ended March 31, 2005 and 2004 is as follows (in thousands):



|                                                                                             |  |      |         |   |                         |   |        |  
|-------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ----------------------- | - | ------ | -
|                                                                                             |  | 2005 |         |   | As Restated(Note 3)2004 |  
|Consolidated EBITDA, as defined                                                              |  | $    | 20,114  |   |                         | $ | 18,735 |  
|Adjustments to reconcile Consolidated EBITDA to net cash provided from operating activities: |  |      |         |   |                         |   |        |  
|Interest expense                                                                             |  |      | (9,219  | ) |                         |   | (7,988 | )
|Amortization of deferred financing costs                                                     |  |      | 355     |   |                         |   | 362    |  
|Amortization of unearned purchase discounts                                                  |  |      | 539     |   |                         |   | 539    |  
|Amortization of deferred gains from sale-leaseback transactions                              |  |      | (165    | ) |                         |   | (187   | )
|(Provision) benefit for income taxes                                                         |  |      | (583    | ) |                         |   | 42     |  
|Deferred income taxes                                                                        |  |      | (179    | ) |                         |   | (500   | )
|Decrease in accrued bonus to employees and director                                          |  |      | (20,860 | ) |                         |   |       |  
|Increase (decrease) in accrued payroll, related taxes and benefits                           |  |      | (10,706 | ) |                         |   | 873    |  
|Changes in other operating assets and liabilities                                            |  |      | 104     |   |                         |   | (1,412 | )
|                                                                                             |  |      |         |   |                         |   |        |  
|Net cash provided from (used for) operating activities                                       |  | $    | (20,600 | ) |                         | $ | 10,464 |  
|                                                                                             |  |      |         |   |                         |   |        |  



30



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



Off-Balance Arrangements



We have no off-balance sheet arrangements.



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 91/2% 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
first quarter of 2005 was $20.6 million compared to net cash provided by operating activities of $10.5 million in the first quarter of 2004. 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 net use of cash for operating activities in the first quarter of 2005. 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. Net cash used for investing activities for the three months ended March 31, 2005 and 2004 was $4.6 million and $3.1 million, respectively, and was primarily due to capital
expenditures (that represent a major investment of cash for us) of $4.3 million and $3.1 million, respectively.



31



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



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 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):



|                                        |  |            |       |               |   |            |  |   |       |   |              |   |     |  |   |      
|--------------------------------------- |  | ---------- | ----- | ------------- | - | ---------- |  | - | ----- | - | ------------ | - | --- |  | - | -----
|                                        |  | TacoCabana |       | PolloTropical |   | BurgerKing |  |   | Other |   | Consolidated
|Three months ended March 31, 2005:      |  |            |       |               |   |            |  |   |       |   |              |   |     |  |   |      
|Restaurant maintenance expenditures (1) |  | $          | 531   |               | $ | 414        |  | $ | 518   |   |              | $ |    |  | $ | 1,463
|Restaurant remodeling expenditures      |  |            |      |               |   | 112        |  |   | 64    |   |              |   |    |  |   | 176  
|New restaurant development expenditures |  |            | 1,236 |               |   | 1,162      |  |   | (14   | ) |              |   |    |  |   | 2,384
|Other capital expenditures              |  |            |      |               |   |           |  |   |      |   |              |   | 287 |  |   | 287  
|                                        |  |            |       |               |   |            |  |   |       |   |              |   |     |  |   |      
|Total capital expenditures              |  | $          | 1,767 |               | $ | 1,688      |  | $ | 568   |   |              | $ | 287 |  | $ | 4,310
|                                        |  |            |       |               |   |            |  |   |       |   |              |   |     |  |   |      
|Number of new restaurant openings       |  |            | 1     |               |   | 1          |  |   | 0     |   |              |   |     |  |   | 2    
|                                        |  |            |       |               |  
|Three Months Ended March 31, 2004:      |  |            |       |               |   |            |  |   |       |   |              |   |     |  |   |      
|Restaurant maintenance expenditures (1) |  | $          | 444   |               | $ | 231        |  | $ | 565   |   |              | $ |    |  | $ | 1,240
|Restaurant remodeling expenditures      |  |            |      |               |   |           |  |   | 61    |   |              |   |    |  |   | 61   
|New restaurant development expenditures |  |            | 1,538 |               |   |           |  |   | 99    |   |              |   |    |  |   | 1,637
|Other capital expenditures              |  |            |      |               |   |           |  |   |      |   |              |   | 166 |  |   | 166  
|                                        |  |            |       |               |   |            |  |   |       |   |              |   |     |  |   |      
|Total capital expenditures              |  | $          | 1,982 |               | $ | 231        |  | $ | 725   |   |              | $ | 166 |  | $ | 3,104
|                                        |  |            |       |               |   |            |  |   |       |   |              |   |     |  |   |      
|Number of new restaurant openings       |  |            | 2     |               |   | 0          |  |   | 0     |   |              |   |     |  |   | 2    

---

|1) | Excludes restaurant repair and maintenance expenses included in other restaurant operating expenses in our consolidated financial statements. For the three months ended March 31,
2005 and 2004, restaurant repair and maintenance expenses were approximately $4.5 million and $3.7 million, respectively.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For all of 2005, we anticipate total capital expenditures, excluding acquisitions, of approximately $30 million to $35 million. These capital expenditures
include approximately $14 million to $17 million for the development of new restaurants and purchase of related real estate applicable to our Taco Cabana and Pollo Tropical restaurant concepts. In 2005 we anticipate opening approximately three to
five new Pollo Tropical restaurants (of which two have opened to date) and seven to nine new Taco Cabana restaurants (of which three have opened to date). Capital expenditures in 2005 also include expenditures of approximately $14 million to $16
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 $4.1 million.



Financing activities including sale/leaseback transactions. Net cash used for financing activities for the three months ended March 31, 2005 and 2004 was $1.5 million and $6.6 million, respectively. Financing activities in these
periods consisted of repayments under our debt arrangements and in the first quarter of 2004 the sale of five restaurant properties in sale-leaseback transactions for net proceeds of $7.1 million. There were no sale-leaseback transactions in the
first quarter of 2005. The net proceeds from these sales in 2004 were used to reduce outstanding debt on our prior senior credit facility.



32



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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS(Continued)



Indebtedness. At March 31, 2005, we had total debt outstanding of $482.3 million comprised of
$180.0 million of unsecured senior subordinated notes, borrowings under our term loan B facility of $219.5 million under the senior credit facility, lease financing obligations of $81.8 million and capital lease obligations of $1.1 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 March 31, 2005, $219.5 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 March 31, 2005 and June 30, 2005.



As a result of the restatement of the Companys financial statements
discussed above, the Company was in default under its senior credit facility by failing to timely furnish its annual audited financial statements for fiscal year 2004 to its lenders. On May 19, 2005, the Company obtained a waiver of such default
from its lenders that extended the time period to deliver the audited financial statements for the 2004 fiscal year as well as the financial statements for the first quarter of 2005 to July 31, 2005.



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 Companys Annual Report
on Form 10-K for the year ended December 31, 2004. As of March 31, 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.



33



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ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS



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



ITEM 4CONTROLS AND PROCEDURES



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.



As of the end of the period covered by this report, we carried out an evaluation, with the participation of the Chief Executive Officer and Chief
Financial Officer, as well as other key members of our management, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). In the evaluation, we considered the restatement
of our financial statements as discussed in detail in Note 3 to the Consolidated Financial Statements in Part I -Item 1. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as a result of the material
weaknesses described below, our disclosure controls and procedures were ineffective as of April 2, 2005.



A material weakness is a control deficiency, or combination of control deficiencies, that results in there being more than a remote likelihood that a
material misstatement of the annual or interim financial statements will not be prevented or detected. As of April 2, 2005, the Company did not maintain effective controls over the selection and application of the following accounting policies
related to leases and leasehold amortization, estimation of useful lives of our franchise rights, variable accounting treatment of our stock options and the preparation of the guarantor footnote disclosures. Our controls were ineffective to ensure
that these polices complied with generally accepted accounting principles and contributed to the following individual material weaknesses: (a) 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; (b) controls over the application of SFAS No. 142 were not effective in the evaluation of the amortization lives of franchise rights and the recording of franchise rights related to deferred income tax
liabilities at the acquisition date resulting in misstatements in the franchise rights, deferred income tax liabilities, income tax expense, and amortization expense; (c) 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; and (d) controls over the preparation of the guarantor footnote disclosures were not effective
resulting in the improper determination of corporate general and administrative and income tax expenses for the parent company only and guarantor subsidiaries in accordance with generally accepted accounting principles. These
material weaknesses resulted in the restatement of the Companys consolidated financial statements for 2003 and 2002, and the unaudited quarterly financial information for 2003 and the first three quarters of 2004, as well as audit adjustments
to the 2004 financial statements. Additionally, these control deficiencies, if not corrected, 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 determined that these control deficiencies constitute material weaknesses.



34



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Changes in Internal Control over Financial Reporting



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



However, in connection with the restatement of our financial statements as discussed above, we have subsequently enhanced our internal controls by adding
review procedures over the application of accounting standards and of determining appropriate assumptions and factors affecting our lease accounting, determination of useful lives for franchise rights, recognition of stock-based compensation expense
and the preparation of the guarantor footnote disclosures.



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



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.



35



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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: July 29, 2005 |  | /s/    ALAN
VITULI                                                     
|                    |  | (Signature)                                                            
|                    |  | Alan Vituli Chairman of the Board and Chief Executive Officer          
|                    | 
|Date: July 29, 2005 |  | /s/    PAUL R.
FLANDERS                                                
|                    |  | (Signature)                                                            
|                    |  | Paul R. Flanders Vice President  Chief Financial Officer and Treasurer