As filed with the Securities and Exchange Commission on December 9, 2011
File No.             

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934

Fiesta Restaurant Group, Inc.
(Exact name of registrant as specified in its charter)

 
			
Delaware	 	90-0712224	
(State or other jurisdiction of	 	(IRS Employer Identification No.)	
incorporation or organization)	 		

968 James Street, Syracuse, New York	 	13203	
(Address of principal executive offices)	 	(Zip Code)	
(315) 424-0513
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered	 	Name of each exchange on which
each class is to be registered	
Common Stock, $0.01 par value	 	The NASDAQ Stock Market LLC	
Securities registered pursuant to Section 12(g) of the Act: None

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

Large accelerated filer	 	¨	  	Accelerated filer	 	¨	
				
Non-accelerated filer	 	x   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	

 

Item 1. Business
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
 
 	•	 	Summary	
 
 	•	 	Risk Factors	
 
 	•	 	The Spin-Off	
 
 	•	 	Forward-Looking Information	
 
 	•	 	Unaudited Condensed Consolidated Pro Forma Financial Information	
 
 	•	 	Business	
 
 	•	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	
 
 	•	 	Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group	
 
 	•	 	Where You Can Find More Information	
Item 1A. Risk Factors
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
 
 	•	 	Risk Factors	
 
 	•	 	Forward-Looking Information	
Item 2. Financial Information
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
 
 	•	 	Summary	
 
 	•	 	Risk Factors	
 
 	•	 	Capitalization	
 
 	•	 	Selected Historical Financial and Operating Information	
 
 	•	 	Unaudited Condensed Consolidated Pro Forma Financial Information	
 
 	•	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	
Item 3. Properties
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
 
 	•	 	Business—Properties	
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
 
 	•	 	Security Ownership of Certain Beneficial Owners	
Item 5. Directors and Executive Officers
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
 
 	•	 	Management	

Item 6. Executive Compensation
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
 
 	•	 	Management	
 
 	•	 	Executive Compensation	
Item 7. Certain Relationships and Related Transactions, and Director Independence
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
 
 	•	 	Summary	
 
 	•	 	Risk Factors	
 
 	•	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	
 
 	•	 	Management	
 
 	•	 	Certain Relationships and Related Party Transactions	
Item 8. Legal Proceedings
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
 
 	•	 	Business—Legal Proceedings	
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
 
 	•	 	Summary	
 
 	•	 	The Spin-Off	
 
 	•	 	Risk Factors	
 
 	•	 	Dividend Policy	
 
 	•	 	Description of Our Capital Stock	
Item 10. Recent Sales of Unregistered Securities
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
 
 	•	 	Recent Sales of Unregistered Securities	
Item 11. Description of Registrant’s Securities to be Registered
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
 
 	•	 	Dividend Policy	
 
 	•	 	Description of Our Capital Stock	

Item 12. Indemnification of Directors and Officers
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
 
 	•	 	Description of Our Capital Stock—Limitation on Liability and Indemnification of Officers and Directors	
Item 13. Financial Statements and Supplementary Data
The following sections of our information statement, filed as Exhibit 99.1 to this Form 10, are hereby incorporated by reference:
 
 	•	 	Summary	
 
 	•	 	Selected Historical Financial and Operating Information	
 
 	•	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	
 
 	•	 	Unaudited Condensed Consolidated Pro Forma Financial Information	
 
 	•	 	Index to Consolidated Financial Statements (and the financial statements referenced therein)	
Item 14. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
Item 15. Financial Statements and Exhibits
(a) Financial Statements.
The following section of our information statement, filed as Exhibit 99.1 to this Form 10, is hereby incorporated by reference:
 
 	•	 	Index to Consolidated Financial Statements (and the financial statements referenced therein)	
(b) Exhibits. The following documents are filed as exhibits hereto unless otherwise indicated:

Exhibits	  	   	
		
  3.1	  	Form of Amended and Restated Certificate of Incorporation of Fiesta Restaurant Group, Inc. (the “Registrant”)	
		
  3.2	  	Form of Amended and Restated Bylaws of the Registrant	
		
  4.1	  	Indenture dated as of August 5, 2011 among the Registrant, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to $200 million principal amount of 8.875% Senior Secured Second Lien Notes due 2016 (incorporated by reference to Exhibit 4.1 of Carrols Restaurant Group, Inc.’s (“Carrols Restaurant Group”) Quarterly Report on Form 10-Q for the period ended July 3, 2011)	
		
  4.2	  	Form of 8.875% Senior Secured Second Lien Note due 2016 (incorporated by reference to Exhibit 4.1)	
		
  4.3	  	Registration Rights Agreement, dated as of August 5, 2011, between the Registrant, the guarantors named therein and Wells Fargo Securities, LLC agent (incorporated by reference to Exhibit 4.3 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011)	
		
  4.4	  	Form of Stock Certificate for Common Stock	

			
		
  10.1	  	Separation and Distribution Agreement among the Registrant, Carrols Restaurant Group and Carrols Corporation (“Carrols”)	
		
  10.2	  	Form of Tax Matters Agreement between the Registrant and Carrols Restaurant Group	
		
  10.3	  	Form of Employee Matters Agreement between the Registrant and Carrols Restaurant Group	
		
  10.4	  	Form of Transition Services Agreement among the Registrant, Carrols Restaurant Group and Carrols	
		
  10.5	  	Form of Fiesta Restaurant Group, Inc. 2011 Stock Incentive Plan†	
		
  10.6	  	Credit Agreement dated as of August 5, 2011 among the Registrant, the guarantors party thereto and Wells Fargo Bank, National Association, as administrative agent and the lenders party thereto (incorporated by reference to Exhibit 10.2 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011)	
		
  10.7	  	First Lien Security Agreement, dated as of August 5, 2011, between the Registrant, the guarantors named therein, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.3 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011)	
		
  10.8	  	Second Lien Security Agreement, dated as of August 5, 2011, between the Registrant, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as collateral agent (incorporated by reference to Exhibit 10.1 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011)	
		
  10.9	  	Offer Letter, dated as of July 18, 2011, between Carrols Restaurant Group and Tim Taft (incorporated by reference to Exhibit 10.9 of Carrols Restaurant Group’s Quarterly Report on Form 10-Q for the period ended July 3, 2011)†	
		
  10.10	  	Fiesta Restaurant Group, Inc. and Subsidiaries Deferred Compensation Plan†	
		
  21.1	  	Subsidiaries of the Registrant	
		
  99.1	  	Preliminary Information Statement, subject to completion, dated as of December 9, 2011*	
		
  99.2	  	Consent of Technomic, Inc.*	

*	Filed herewith.	
†	Compensatory plan or arrangement.	

SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized, in Syracuse, New York, on December 9, 2011.

Fiesta Restaurant Group, Inc.	
		
By:	 	/ S /    J OSEPH A. Z IRKMAN	
	 	Joseph A. Zirkman	
	 	Vice President, General Counsel and Secretary	

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Exhibit 99.1

                    , 2012
Dear Carrols Restaurant Group, Inc. Stockholder:
We are pleased to inform you that on                     , 2012, the board of directors of Carrols Restaurant Group, Inc. approved the spin-off of Fiesta Restaurant Group, Inc., our indirect wholly-owned subsidiary that, through its subsidiaries, owns and operates our Pollo Tropical ® and Taco Cabana ® restaurant brands. Carrols Restaurant Group will continue to own and operate approximately 300 franchised Burger King ® restaurants through its subsidiaries Carrols Corporation and Carrols LLC. The spin-off will separate the ownership and management of our business and that of Fiesta Restaurant Group. We view this separation as a natural evolution for Carrols Restaurant Group, as it will allow our Pollo Tropical and Taco Cabana brands as well as our Burger King brand to better focus on their distinct opportunities and pursue their own strategies and growth plans. We also believe that a separation offers the potential for improving stockholder value by promoting independent market recognition of Carrols Restaurant Group and Fiesta Restaurant Group as separate publicly traded companies and allowing investors to recognize and realize the full potential value of each company independently.
We will effect the spin-off by way of a pro rata stock dividend to our stockholders as of                     , 2012. Each holder of Carrols Restaurant Group common stock will receive one share of common stock of Fiesta Restaurant Group for each one share of Carrols Restaurant Group common stock held by such stockholder at the close of business on                     , 2012, the record date of the spin-off. The dividend will represent 100% of the equity of Fiesta Restaurant Group outstanding at the time of the spin-off. We expect to distribute shares of Fiesta Restaurant Group on or about                     , 2012.
Stockholder approval for the spin-off is not required, and you are not required to take any action to participate in the spin-off. You do not need to pay any consideration or surrender or exchange your shares of Carrols Restaurant Group common stock. Holders who sell their shares of Carrols Restaurant Group common stock in the “regular way” after the record date but prior to the distribution date will not receive shares of Fiesta Restaurant Group. Following the spin-off, Carrols Restaurant Group common stock will continue to trade on The NASDAQ Global Market under the symbol “TAST,” and we expect that Fiesta Restaurant Group common stock will trade on The NASDAQ Global Market under the symbol “FRGI.” The shares of Fiesta Restaurant Group common stock will be issued by book-entry with our transfer agent, which means that no physical certificates will be issued.
We intend for the spin-off to be tax-free for stockholders for U.S. federal income tax purposes. To that end, we have requested a favorable private letter ruling regarding the spin-off from the U.S. Internal Revenue Service that, for U.S. federal income tax purposes, the spin-off will qualify for tax-free treatment.
The enclosed information statement, which is being provided to all Carrols Restaurant Group stockholders, describes the spin-off in detail and contains important business and financial information about Fiesta Restaurant Group. We urge you to read this information statement carefully.
We look forward to your continued support as a stockholder of Carrols Restaurant Group.
Sincerely,

Alan Vituli	  	Daniel T. Accordino	
Chairman of the Board of Directors	  	President and Chief Executive Officer	
Carrols Restaurant Group, Inc.	  	Carrols Restaurant Group, Inc.	

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                    , 2012
Dear Fiesta Restaurant Group, Inc. Stockholder:
It is our pleasure to welcome you as a stockholder of Fiesta Restaurant Group. Although we are a newly independent company, we have a strong history. We own and operate two quick-casual restaurant brands, Pollo Tropical and Taco Cabana. For the fiscal year ended December 31, 2010 and the nine months ended September 30, 2011, we generated consolidated revenues of $439.1 million and $358.0 million, respectively. We expect that our common stock will be listed on The NASDAQ Global Market under the symbol “FRGI.”
Our management team is excited about our spin-off from Carrols Restaurant Group, and is committed to realizing the potential that exists for us as an independent company focused on our Pollo Tropical and Taco Cabana businesses. We invite you to learn more about Fiesta Restaurant Group by reading the enclosed information statement. We would like to thank you in advance for your support as a stockholder in Fiesta Restaurant Group.
Sincerely,

Alan Vituli	  	Tim Taft	
Chairman of the Board of Directors	  	President and Chief Executive Officer	
Fiesta Restaurant Group, Inc.	  	Fiesta Restaurant Group, Inc.	

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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
 
Subject to Completion, dated December 9, 2011

	  		  	  	
INFORMATION STATEMENT
Fiesta Restaurant Group, Inc.
Common Stock
(Par Value $0.01)
Carrols Restaurant Group, Inc. is furnishing this information statement to its stockholders in connection with the spin-off of Fiesta Restaurant Group, Inc. by Carrols Restaurant Group, Inc. to its stockholders. In the spin-off, all of our shares of common stock, which are currently held by Carrols Corporation, a wholly-owned subsidiary of Carrols Restaurant Group, will be distributed in the form of a pro rata dividend to the stockholders of Carrols Restaurant Group.
If you are a holder of record of Carrols Restaurant Group common stock as of 5:00 p.m. New York City time on                     , 2012, the record date for the distribution, you will receive one share of our common stock for every one share of Carrols Restaurant Group common stock that you own. As discussed under “The Spin-Off—Trading Between the Record Date and Distribution Date,” if you sell your shares of Carrols Restaurant Group common stock in the “regular way” market after the record date and before the spin-off, you also will be selling your right to receive shares of our common stock in connection with the spin-off. We expect the shares of our common stock to be distributed by Carrols Restaurant Group on or about                     , 2012. We refer to the date of the distribution as the “distribution date.” Immediately after the spin-off is completed, Fiesta Restaurant Group will be an independent publicly traded company.

No vote of Carrols Restaurant Group’s stockholders is required. We are not asking you for a proxy and you are requested not to send us a proxy in connection with the spin-off. You do not need to pay any consideration, exchange or surrender your existing shares of Carrols Restaurant Group common stock or take any other action to receive your shares of our common stock.
There is no current trading market for our common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before the record date for the distribution and will continue up to and including on the distribution date, and we expect “regular way” trading of our common stock to begin on the first trading day following the completion of the spin-off on the distribution date. We expect that our common stock will be listed on The NASDAQ Global Market under the symbol “FRGI.”
In reviewing this information statement, you should carefully consider the matters described under the caption “ Risk Factors ” beginning on page 21.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the common stock of Fiesta Restaurant Group or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.
The date of this information statement is                     , 2012.
Carrols Restaurant Group first mailed this information statement to its stockholders on or about                     , 2012.

Table of Contents
 TABLE OF CONTENTS

Presentation of Information	  	 	i	  	
Market and Industry Data	  	 	ii	  	
Summary	  	 	1	  	
Risk Factors	  	 	21	  	
Forward-Looking Information	  	 	40	  	
The Spin-Off	  	 	42	  	
Dividend Policy	  	 	53	  	
Capitalization	  	 	54	  	
Selected Historical Financial and Operating Information	  	 	55	  	
Unaudited Condensed Consolidated Pro Forma Financial Information	  	 	59	  	
Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	 	64	  	
Business	  	 	82	  	
Management	  	 	95	  	
Executive Compensation	  	 	102	  	
Security Ownership of Certain Beneficial Owners	  	 	128	  	
Certain Relationships and Related Party Transactions	  	 	131	  	
Recent Sales of Unregistered Securities	  	 	137	  	
Description of Our Capital Stock	  	 	138	  	
Where You Can Find More Information	  	 	142	  	
Index to Consolidated Financial Statements	  	 	F-1	  	
 PRESENTATION OF INFORMATION
Throughout this information statement, we refer to Fiesta Restaurant Group, Inc. as “Fiesta Restaurant Group” and, together with its consolidated subsidiaries, as “we,” “our” and “us” unless otherwise indicated or the context otherwise requires. Any reference to “Carrols Restaurant Group” refers to Carrols Restaurant Group, Inc., a Delaware corporation and our indirect parent company prior to the distribution date, and its consolidated subsidiaries (other than Fiesta Restaurant Group and its subsidiaries after the distribution date), unless otherwise indicated or the context otherwise requires. Any reference to “Carrols” refers to Carrols Corporation, a Delaware corporation and our direct parent company prior to the spin-off, and its consolidated subsidiaries (other than Fiesta Restaurant Group and its subsidiaries after the distribution date), unless otherwise indicated or the context otherwise requires. Any reference to “Carrols LLC” refers to Carrols’ direct subsidiary, Carrols LLC, a Delaware limited liability company, unless otherwise indicated or the context otherwise requires.
We own and operate two quick-casual restaurant brands, Pollo Tropical and Taco Cabana, through our wholly-owned subsidiaries Pollo Operations, Inc. and Pollo Franchise, Inc., (collectively “Pollo Tropical”) and Taco Cabana, Inc. and its subsidiaries (collectively “Taco Cabana”). We were incorporated in April 2011. In May 2011, Carrols contributed all of the outstanding capital stock of Pollo Tropical and Taco Cabana to Fiesta Restaurant Group in exchange for all of its outstanding capital stock and Fiesta Restaurant Group became a wholly-owned subsidiary of Carrols. The consolidated financial information discussed in this information statement has been prepared as if Fiesta Restaurant Group was in existence for all periods presented. In addition, unless otherwise expressly stated or the context otherwise requires, the information in this information statement gives effect to a                      for                      split of our outstanding common stock, which occurred on                     , 2012.
In addition, we describe in this information statement the Pollo Tropical and Taco Cabana restaurant brands of Carrols Restaurant Group as if they were our business for all historical periods described unless otherwise indicated or the context otherwise requires. References in this information statement to our historical assets, liabilities, products, businesses or activities of our business are generally intended to refer to the historical assets, liabilities, products, businesses or activities of Pollo Tropical and Taco Cabana as the businesses were conducted as part of Carrols Restaurant Group prior to the distribution date.
We use a 52 or 53 week fiscal year ending on the Sunday closest to December 31. For convenience, all references herein to the fiscal years ended December 31, 2006, December 30, 2007, December 28, 2008,
 
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January 3, 2010 and January 2, 2011 will hereinafter be referred to as the fiscal years ended December 31, 2006, 2007, 2008, 2009 and 2010, respectively. Similarly, all references herein to the nine months ended October 3, 2010 and October 2, 2011 will be referred to as the nine months ended September 30, 2010 and 2011, respectively. The fiscal years ended December 31, 2009 and 2010 contained 53 weeks and 52 weeks, respectively, and the nine months ended September 30, 2010 and 2011 each contained thirty nine weeks.
We use the terms “Adjusted Segment EBITDA” and “Adjusted Segment EBITDA margin” in this information statement because they are financial indicators that are reported to the chief operating decision maker for purposes of allocating resources to our segments and assessing their performance. Adjusted Segment EBITDA is defined as earnings attributable to the applicable segment before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense and other income and expense. Adjusted Segment EBITDA may not be necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation. Adjusted Segment EBITDA margin means Adjusted Segment EBITDA as a percentage of the total revenues of the applicable segment. We consider our Pollo Tropical restaurants and Taco Cabana restaurants to each constitute a separate segment at the brand level.
 MARKET AND INDUSTRY DATA
In this information statement, we refer to information, forecasts and statistics regarding the restaurant industry. Unless otherwise indicated, all restaurant industry data in this information statement refers to the U.S. restaurant industry and is taken from or based upon the Technomic Information Services (“Technomic”) report entitled “2011 Technomic Top 500 Chain Restaurant Report.” In this information statement we also refer to information, forecasts and statistics from the U.S. Census Bureau, the U.S. Bureau of Labor Statistics and the U.S. Department of Agriculture. The information, forecasts and statistics we have used from Technomic may reflect rounding adjustments.
 
ii

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 SUMMARY
The following is a summary of material information discussed in this information statement. This summary may not contain all the details concerning the spin-off or other information that may be important to you. To better understand the spin-off and our business and financial position, you should carefully review this entire information statement.
Our Company
We own and operate two quick-casual restaurant brands, Pollo Tropical ® and Taco Cabana ® . Our Pollo Tropical restaurants offer a wide selection of tropical and Caribbean inspired food, while our Taco Cabana restaurants offer a wide selection of fresh Tex-Mex and traditional Mexican food. Our brands are differentiated and positioned within the value oriented quick-casual restaurant segment, which combines the convenience of quick-service restaurants with the menu variety, use of fresh ingredients, food quality, decor and service more typical of casual dining restaurants. As of September 30, 2011, we owned and operated a total of 249 restaurants across five states, which included 91 Pollo Tropical and 158 Taco Cabana restaurants. We are franchising our Pollo Tropical restaurants primarily internationally, and as of September 30, 2011, we had 30 franchised Pollo Tropical restaurants located in Puerto Rico, Ecuador, Honduras, Trinidad, Venezuela, the Bahamas and on three college campuses in Florida. We also have agreements for the future development of franchised Pollo Tropical restaurants in Panama, Tobago, Aruba, Curacao, Bonaire and Costa Rica. Although we are not actively franchising our Taco Cabana restaurants, as of September 30, 2011, we had five Taco Cabana franchised restaurants located in the United States. Our company-owned Pollo Tropical and Taco Cabana restaurants generated average annual sales per restaurant of approximately $2,056,000 and $1,616,000, respectively, for the fiscal year ended December 31, 2010, which we believe are among the highest in the quick-casual segment.
Currently, we are an indirect wholly-owned subsidiary of Carrols Restaurant Group. Carrols Restaurant Group, through its wholly-owned subsidiaries Carrols and Carrols LLC, is the largest Burger King ® franchisee, based on number of restaurants. The common stock of Carrols Restaurant Group is listed on The NASDAQ Global Market under the symbol “TAST.” Following the distribution date, we will be an independent publicly traded company and Carrols Restaurant Group will not retain any direct or indirect ownership interest in us.
For the fiscal year ended December 31, 2010 and the nine months ended September 30, 2011, we generated consolidated revenues of $439.1 million and $358.0 million, respectively. Comparable restaurant sales for 2010 and the nine months ended September 30, 2011 increased 7.4% and 10.6%, respectively, for Pollo Tropical and 0.3% and 4.0%, respectively, for Taco Cabana.
Pollo Tropical
Our Pollo Tropical restaurants offer tropical and Caribbean inspired menu items, featuring grilled chicken marinated in our proprietary blend of tropical fruit juices and spices. Our diverse menu also includes a variety of chicken sandwiches, wraps, salads, roast pork, grilled ribs and wings offered with an array of freshly made salsas and sauces, Caribbean style “made from scratch” side dishes, desserts and snacks. Most menu items are made fresh daily in each of our Pollo Tropical restaurants, which feature open display cooking on large, open-flame grills that enable our customers to observe the fresh preparation of our food. Our Pollo Tropical restaurants feature signature dining areas, designed to create an airy, inviting and tropical atmosphere. Additionally, our Pollo Tropical restaurants provide our guests the option of take-out, as well as the convenience of drive-thru windows.
Pollo Tropical opened its first restaurant in 1988 in Miami, Florida. Carrols acquired the Pollo Tropical restaurant brand in 1998. As of September 30, 2011, we owned and operated a total of 91 Pollo Tropical restaurants, of which 85 were located in Florida, one was located in Georgia and five were located in New Jersey.

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For the nine months ended September 30, 2011, the average sales transaction at our company-owned Pollo Tropical restaurants was $9.55 reflecting, in part, strong dinner and late night traffic, with dinner and late night sales representing the largest day-part at 53.5%. For the fiscal year ended December 31, 2010 and the nine months ended September 30, 2011, our Pollo Tropical brand generated revenues of $187.3 million and $157.6 million, respectively and Adjusted Segment EBITDA of $30.1 million and $27.8 million, respectively.
Taco Cabana
Our Taco Cabana restaurants serve fresh Tex-Mex and traditional Mexican food, including sizzling fajitas, quesadillas, hand rolled flautas, enchiladas, burritos, tacos, fresh-made flour tortillas, a selection of “made from scratch” salsas and sauces, frozen margaritas and beer. Most menu items are handmade daily in each of our Taco Cabana restaurants, which feature open display cooking that enables customers to see the preparation of our food, including fajitas cooking on an open-flame grill and a machine making our fresh tortillas. Our Taco Cabana restaurants feature interior, semi-enclosed and patio dining areas, which provide a vibrant decor and relaxing atmosphere. Additionally, our Taco Cabana restaurants provide our guests the option of take-out, as well as the convenience of drive-thru windows.
Taco Cabana opened its first restaurant in San Antonio, Texas in 1978. Carrols acquired the Taco Cabana brand in 2000. As of September 30, 2011, we owned and operated 158 Taco Cabana restaurants located in Texas, Oklahoma and New Mexico, of which 151 were located in Texas. A majority of our Taco Cabana restaurants are open 24 hours a day, generating balanced customer traffic and restaurant sales across multiple day-parts, with dinner sales representing the largest day-part at 39.4% for the nine months ended September 30, 2011. For the nine months ended September 30, 2011, the average sales transaction at our company-owned Taco Cabana restaurants was $8.18. For the fiscal year ended December 31, 2010 and the nine months ended September 30, 2011, our Taco Cabana brand generated revenues of $251.8 million and $200.5 million, respectively and Adjusted Segment EBITDA of $27.3 million and $20.6 million, respectively.
We believe the success of our Pollo Tropical and Taco Cabana brands is a result of the following key attributes:
 
 	•	 	A variety of signature dishes with Caribbean and Mexican flavor profiles designed to appeal to consumers’ desire for freshly-prepared food and healthful menu options;	
 
 	•	 	Balanced sales by day-part with a successful dinner day-part representing the largest sales day-part, providing a higher average check than our other day-parts;	
 
 	•	 	Broad appeal that attracts consumers that desire new and ethnic flavor profiles, grilled rather than fried entree choices, customization of orders and varied product offerings at competitive prices in an appealing atmosphere;	
 
 	•	 	The majority of our restaurants are company-owned which gives us the ability to control the consistency and quality of the customer experience and the strategic growth of our restaurant operations as compared to competing brands that focus on franchising;	
 
 	•	 	High market penetration of company-owned restaurants in our core markets that provides operating and marketing efficiencies, convenience for our customers and the ability to effectively manage and enhance brand awareness;	
 
 	•	 	Ability to continue to benefit from the projected long-term population growth in Florida and Texas;	
 
 	•	 	Established infrastructure to manage operations and develop and introduce new menu offerings, positioning us to build customer frequency and broaden our customer base; and	
 
 	•	 	Ability to capitalize on the continuing trend towards home meal replacement.	

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Industry Overview
The Restaurant Market.  According to Technomic, in 2010 total restaurant industry revenues in the United States were approximately $361 billion. Sales in the overall U.S. restaurant industry as reported by Technomic have increased at a compound annual growth rate of 3.4% from 2000 through 2010. In 2010, 48% of food dollars were spent on food away from home and demand continues to outpace at-home dining, with food away from home projected to surpass at-home dining by 2015, according to the U.S. Department of Agriculture.
Quick-Casual Restaurants.  We operate in the quick-casual restaurant segment in which the convenience of quick-service restaurants is combined with the menu variety, use of fresh ingredients and food quality more typical of casual dining. We believe that the quick-casual restaurant segment is one of the fastest growing segments of the restaurant industry. According to Technomic, 2010 sales growth for quick-casual chains in the Technomic Top 500 restaurant chains was 5.7% as compared to 1.8% for the overall Top 500 restaurant chains.
Quick-casual restaurants are primarily distinguished by the following characteristics:
 
 	•	 	Quick-service or self-service format.  Meals are purchased prior to receiving food. In some cases, payment may be made at a separate station from where the order was placed and servers may bring orders to the customers’ tables.	
 
 	•	 	Higher check averages than quick-service restaurants.  Technomic reports that the average check at quick-casual restaurants in 2010 was generally higher than the average check at quick-service restaurants.	
 
 	•	 	Food prepared to order.  Customization of orders and open display cooking is common.	
 
 	•	 	Fresh ingredients.  Many concepts use the word “fresh” in their positioning and feature descriptive menus highlighting the use of fresh ingredients.	
 
 	•	 	Broader range of menu offerings.  Typically greater variety and diversity of menu offerings relative to quick-service restaurants.	
 
 	•	 	Enhanced décor and services . Generally offer a more upscale dining atmosphere than quick-service restaurants and enhanced features such as silverware and plates.	
Our Competitive Strengths
Differentiated Menu Offering with Broad Appeal.  Both of our brands offer differentiated menu items that we believe have broad consumer appeal, attract a more diverse customer base and increase customer frequency. Pollo Tropical’s menu offers dishes inspired from multiple regions throughout the Caribbean, including our featured grilled chicken marinated in our proprietary blend of tropical fruit juices and spices. Taco Cabana’s menu offers favorites such as sizzling fajitas served hot on the skillet and other authentic Mexican dishes. We frequently enhance our menu with seasonal offerings and new menu items to provide variety to our guests and to address changes in consumer preferences such as sandwiches at our Pollo Tropical restaurants and brisket tacos and shrimp tampico at our Taco Cabana restaurants. Additionally, our menu includes a number of options to address consumers’ increasing focus on healthy eating.
Leading Quick-Casual Brands with Attractive Value Proposition.  We believe that our brands are positioned to benefit from growing consumer demand for quick-casual restaurants because of food quality, value, differentiation of flavors and the increasing acceptance of ethnic foods. In addition, we believe our recent initiatives to enhance our Pollo Tropical and Taco Cabana restaurants in certain existing and new markets provide our customers an elevated quick-casual experience while better positioning our brands for successful and sustainable future growth. We believe our fresh, high-quality food at affordable price points provides customers a compelling value proposition, enabling us to benefit from consumers’ desire for a more value oriented

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quick-casual alternative. We believe that the inviting atmosphere and “made from scratch” open display cooking format of our restaurants offer customers a quality food and dining experience comparable to casual dining, but with the convenience and affordability similar to that of quick-service restaurants.
Strong Restaurant Level Economics and Operating Metrics.  Our comparable restaurant sales increased 10.6% and 4.0% at our Pollo Tropical and Taco Cabana restaurants, respectively, for the nine months ended September 30, 2011. We believe that the average annual sales at our company-owned restaurants for the fiscal year ended December 31, 2010 of approximately $2,056,000 and $1,616,000 for Pollo Tropical and Taco Cabana, respectively, are among the highest in the quick-casual segment. As a percentage of total Pollo Tropical revenues, for the year ended December 31, 2010 and the nine months ended September 30, 2011, our Pollo Tropical restaurants generated Adjusted Segment EBITDA margin of 16.1% and 17.7%, respectively, which included general and administrative expenses of 8.8% and 8.2%, respectively. As a percentage of total Taco Cabana revenues, for the year ended December 31, 2010 and the nine months ended September 30, 2011, our Taco Cabana restaurants generated Adjusted Segment EBITDA margin of 10.9% and 10.3%, respectively, which included general and administrative expenses of 6.5% and 7.0%, respectively. We believe that the average annual sales at our company-owned restaurants and our strong operating margins generate unit economics and returns on invested capital which will enable us to support new unit growth.
Well Positioned to Capitalize on Long-Term Population Growth in Markets Served by Our Brands.  We expect sales from our restaurants in Florida and Texas to benefit from the projected long-term population growth in these markets. The U.S. Census Bureau forecasts these markets to grow at a faster rate than the national average. According to the U.S. Census Bureau, the U.S. population is forecasted to grow by 8.7% from 2010 to 2020 and the populations in Florida and Texas are forecasted to grow by 21.6% and 16.2%, respectively, during that same time period.
Well Positioned to Continue to Benefit From the Growth of the Hispanic Population in the United States.  We expect sales from our restaurants to benefit from the growth of the U.S. Hispanic population, which is projected by the U.S. Census Bureau to grow at a faster rate than the national average. The U.S. Census Bureau forecasts that the growth of the Hispanic population is expected to outpace overall population growth and the Hispanic population, as a percentage of the total U.S. population, is expected to increase from 16.3% in 2010 to 21.8% by 2030. We believe that the continued growth of the Hispanic population has contributed to the increased popularity and acceptance of Hispanic food in the United States by non-Hispanic consumers.
Our Large Number of Company-Owned Restaurants Enable us to Effectively Manage Our Brands.  Our restaurants in the United States are substantially company-owned and we therefore exercise control over the day-to-day operations of our restaurants unlike many of our competitors that are largely comprised of independent franchisees. Consequently, our success does not depend on our control of our franchisees, or their support of our marketing programs, new product offerings, strategic initiatives or new restaurant development strategies. In addition, because our restaurants are primarily company-owned, we believe we are better able to provide customers with a more consistent experience relative to competing brands that utilize franchisee-operated restaurants.
Experienced Management Team.  We believe that our senior management team’s extensive experience in the restaurant industry and its history of developing and operating quick-service and quick-casual restaurants provides us with a competitive advantage. Furthermore, our executive management team is supported by deep brand-level operating teams with extensive experience. Our Chief Executive Officer, Tim Taft, has been with us since August 2011 and has over 30 years of experience in the restaurant and hospitality industry. Our Executive Vice Presidents of Pollo Tropical and Taco Cabana have been with Carrols for over 30 years and in their current positions since 2003 and 2002, respectively. We believe that the breadth of industry experience of our management team and their longstanding experience with our restaurant brands provide us with a competitive

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advantage. We believe that our operating disciplines, seasoned management team, including real estate professionals responsible for site selection, and marketing and product development capabilities, supported by our management information systems and comprehensive training and development programs, will support our expansion.
Our Business Strategy
Our primary business strategies are as follows:
Increase Comparable Restaurant Sales.  We intend to grow sales by attracting new customers and increasing customer frequency by continuing to develop new menu offerings and enhance the effectiveness of our advertising and promotional programs, further capitalizing on attractive industry and demographic trends and enhancing the quality of the customer experience at our restaurants.
Enhance Our Brand Positioning.  We have implemented restaurant enhancement initiatives to elevate the dining experience at our Pollo Tropical and Taco Cabana restaurants in select markets. We believe these enhancements improve our brands’ positioning in the quick-casual segment while appealing to a broader demographic. Our restaurant enhancements include changes to both the interior and exterior of our restaurants with the addition of new tables and chairs, upgraded salsa bars and the addition of photos and murals to create a more inviting feel and highlight our fresh ingredients. Our new Pollo Tropical and Taco Cabana enhanced store models also feature free table service, hand held menus, Wi-Fi, new menu items as well as real plates and silverware. We believe our elevated Pollo Tropical and Taco Cabana restaurants further differentiate us from price-driven, quick-service restaurants. As of September 30, 2011, we had upgraded a total of 36 Taco Cabana restaurants in Texas which included 34 locations in the Dallas market, one location in College Station and one location in Corpus Christi. During the remainder of 2011 and 2012, we plan to upgrade all of our 19 locations in the Austin market as a continuation of our brand positioning efforts.
Develop New Restaurants Within and Outside of Our Existing Markets.  We believe that we have opportunities to develop additional Pollo Tropical and Taco Cabana restaurants within our existing markets in Florida and Texas, as well as expansion opportunities in other regions of the United States that meet our targeted demographic and site selection criteria. By increasing the number of restaurants we operate in a particular market, we believe that we can increase brand awareness and effectively leverage our field supervision, corporate infrastructure and marketing initiatives. We currently anticipate opening a total of ten to fifteen new restaurants in 2012.
As discussed above, Pollo Tropical has developed an elevated format which we believe will permit it to be accepted as a general market concept and broaden its target audience. This format includes a more upscale décor, an elevated service platform where food is ordered and then brought to the guest at the table, new menu offerings including sangria and wine, and numerous other enhancements. Pollo Tropical has recently opened two restaurants in Jacksonville, Florida, and one restaurant in Atlanta, Georgia utilizing this format and we believe it will serve as the model for Pollo Tropical’s expansion outside its core Florida markets. Similarly, we believe we have an opportunity to develop an elevated format for our Taco Cabana restaurants that will enable us to expand the concept outside our core Texas markets.
Our staff of real estate and development professionals is responsible for new restaurant development. Prior to developing a new restaurant, we conduct an extensive site selection and evaluation process that includes in depth demographic, market and financial analyses. Where possible, we intend to continue to utilize real estate leasing as a means of reducing the amount of cash invested in new restaurants. We believe that cash generated from operations, borrowings under our revolving credit facility and leasing will enable us to continue to pursue our long-term new unit development strategy.

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Improve Income from Operations.  We believe that our long-term development of new company-owned restaurants, combined with our strategy to increase sales at our existing restaurants, will increase revenues and position us to improve our overall income from operations. We also believe that our large restaurant base, skilled management team, operating systems and training and development programs support our strategy of enhancing operating efficiencies for our existing restaurants while growing our restaurant base. Our operating systems allow us to effectively manage restaurant labor and food costs and promote consistent application of operating controls at each of our restaurants. In addition, our size enables us to realize certain benefits from economies of scale.
Franchise Our Pollo Tropical Restaurants Internationally and Expand Domestic Non-Traditional Licensing.  We believe that there are a number of markets outside the United States with the appropriate demographics and consumer preference to support additional franchising of the Pollo Tropical brand. We also believe that there are opportunities in the United States for licensing both the Pollo Tropical and Taco Cabana brands to concessionaires operating in non-traditional venues such as college campuses, airports and sports arenas. Over the past four years we have entered into development agreements with eight additional international franchisees in the Caribbean and Central and South America. Internationally, our franchisees are currently operating or developing Pollo Tropical restaurants under multi-unit development agreements in The Bahamas, Ecuador, Puerto Rico, Trinidad & Tobago, Panama, Aruba, Bonaire, Curacao, Venezuela, Honduras and Costa Rica. We believe that there are significant opportunities to develop Pollo Tropical restaurants in additional international markets and are seeking new multi-unit franchisees and licensees who meet our qualification criteria in strategically targeted markets.
Corporate Information
Fiesta Restaurant Group is a Delaware corporation, incorporated in April 2011. Fiesta Restaurant Group was formed, in contemplation of the financing transactions and the spin-off, to hold the subsidiaries engaged in the Pollo Tropical and Taco Cabana businesses. We are currently an indirect wholly-owned subsidiary of Carrols Restaurant Group, a Delaware corporation, incorporated in 1986 and a wholly-owned subsidiary of Carrols, a Delaware corporation. We are a holding company and all of our operations are conducted through our subsidiaries Pollo Operations, Inc., Pollo Franchise, Inc. and Taco Cabana, Inc. and its subsidiaries. Our principal executive offices are located at 968 James Street, Syracuse, New York 13203 and our telephone number at that address is (315) 424-0513. Our corporate website address is                     . Carrols Restaurant Group’s corporate website address is www.carrols.com. Such website addresses are a textual reference only, meaning that the information contained on our and Carrols Restaurant Group’s website is not a part of this information statement and is not incorporated by reference in this information statement.
Recent Developments
Refinancing of Outstanding Indebtedness of Carrols and Our Completion of Separate Financing Arrangements
On August 5, 2011, we and Carrols LLC each entered into new and independent financing arrangements to refinance the then outstanding indebtedness of Carrols and to separately finance our business and the business of Carrols Restaurant Group in anticipation of the spin-off. The proceeds of such financings were distributed to Carrols to enable Carrols to repay all of its outstanding borrowings under its existing senior credit facility and repurchase (in a tender offer) and redeem all of its outstanding 9% senior subordinated notes due 2013, as well as to pay all related fees and expenses. Excess cash from the financings was $9.5 million and is available to Carrols for corporate purposes, including the disbursement of funds prior to the spin-off to Fiesta Restaurant Group and/or Carrols LLC.
On August 5, 2011 we sold $200 million principal amount of 8.875% Senior Secured Second Lien Notes due 2016, which we refer to as the Fiesta Notes, in a Rule 144A private placement subject to subsequent

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registration with the SEC. The terms of the Fiesta Notes are governed by an indenture entered into by us on August 5, 2011, as issuer, and our material subsidiaries party thereto, as guarantors, with The Bank of New York Mellon Trust Company, as trustee.
On August 5, 2011, we also entered into a senior secured credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which provides for a $25 million secured revolving credit facility which was undrawn at closing, which we refer to as our revolving credit facility.
As part of the refinancing, on August 5, 2011, Carrols LLC entered into a secured credit agreement, which we refer to as the Carrols LLC senior credit facility, with Wells Fargo Bank, National Associations, as administrative agent, M&T Bank, as syndication agent, Regions Bank, as documentation agent and the lenders party thereto. The Carrols LLC senior credit facility provides for term loan borrowing of $65 million (which were borrowed at closing) and a $20 million revolving credit facility which was undrawn at closing.
Effective on August 5, 2011 a result of the refinancing transactions, all amounts due from us to Carrols as of August 5, 2011 of $117.1 million were repaid and we have been independently funding our operations, including payment to Carrols for our pro-rata share for executive management and administrative support provided to us by Carrols prior to the completion of the spin-off, as further described below.
We refer to the issuance of the Fiesta Notes, our entry into our revolving credit facility, the entry by Carrols LLC into the Carrols LLC senior credit facility and the borrowings thereunder, the repayment of all outstanding borrowings under the Carrols senior credit facility and the repurchase (in a tender offer) and redemption of all of Carrols’ outstanding 9% senior subordinated notes due 2013 as the refinancing. For a further discussion of the refinancing, including the Fiesta Notes and our revolving credit facility, see “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources,” “Capitalization” and “Unaudited Condensed Consolidated Pro Forma Financial Information.”
Management Services Agreement and Transition Services Agreement
Certain corporate administrative support has historically been provided to us by Carrols and Carrols Restaurant Group. On August 5, 2011, in connection with the refinancing we entered into a management services agreement with Carrols, which we refer to as the Fiesta management services agreement, pursuant to which Carrols will continue to provide certain corporate services to Fiesta Restaurant Group prior to completion of the spin-off, including executive management services, accounting services, information systems support, treasury functions, legal functions, employee compensation and benefits management, risk management, lease administration and investor relations. Under the Fiesta management services agreement, Fiesta Restaurant Group will pay fees and expenses related thereto to Carrols as determined by Carrols, in its sole discretion, consistent with past practices. The indenture governing the Fiesta Notes and our revolving credit facility provide that payments under the Fiesta management services agreement cannot exceed $12 million annually with an increase of $1 million permitted per year. The Fiesta management services agreement will terminate (1) automatically upon the consummation of the spin-off or when the Fiesta Notes are no longer outstanding and our revolving credit facility has been terminated or (2) by mutual agreement of the parties. In addition, the parties to the Fiesta management services agreement may amend its terms at any time subject to the limitations contained in the indenture governing the Fiesta Notes and our revolving credit facility.
Effective on the distribution date, Carrols will transfer to us a limited number of administrative personnel (including certain executives and real estate personnel). In connection with the spin-off, we will also enter into a transition services agreement with Carrols Restaurant Group and Carrols, pursuant to which Carrols Restaurant Group and Carrols will agree to provide certain support services (including accounting, tax accounting, internal audit, financial reporting and analysis, human resources, and employee benefits management, information

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systems, restaurant systems support, legal, lease and franchise administration and risk management services) to us, and we will agree to provide certain limited management services (including certain legal services) to Carrols Restaurant Group and Carrols. To help ensure an orderly transition following the spin-off by providing us with sufficient time to develop our own infrastructure, Carrols will provide services under the transition services agreement for a period of three years following the distribution date, provided that we may extend the term of the transition services agreement by one additional year upon three months prior written notice to Carrols Restaurant Group and Carrols, provided further that we may terminate the transition services agreement with respect to any service provided thereunder at any time and from time to time upon 90 days prior written notice to Carrols Restaurant Group and Carrols. Our revolving credit facility will provide that payments made by us to Carrols under the transition services agreement will not exceed $                     million in the aggregate during any fiscal year; provided, that such amount will be increased (i) at the beginning of each fiscal year (beginning with fiscal year 2012) by an amount equal to the percentage increase in the consumer price index during the previous fiscal year period and (ii) at the beginning of each fiscal quarter by an amount equal to $                     for each new restaurant opened or acquired during the previous fiscal quarter period. For more information on the spin-off, our management structure after the spin-off and our relationship with Carrols Restaurant Group after the spin-off, see “The Spin-Off,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” “Management” and “Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group.”

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Summary of the Spin-off
The following is a brief summary of the terms of the spin-off:
 
Distributing company	Carrols Restaurant Group, Inc., a Delaware corporation. After the distribution, Carrols Restaurant Group, Inc. will not own any equity of Fiesta Restaurant Group, Inc.	
 
Separated company	Fiesta Restaurant Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Carrols Corporation and an indirect wholly-owned subsidiary of Carrols Restaurant Group, Inc. After the distribution date, Fiesta Restaurant Group, Inc. will be an independent, publicly traded company.	
 
Primary purposes of the spin-off	The following potential benefits were considered by Carrols Restaurant Group’s board of directors in making the determination to approve the spin-off:	
 
 	•	 	facilitating the separate management of Carrols Restaurant Group and Fiesta Restaurant Group to focus its efforts and allocating its resources on its respective businesses based on the unique business characteristics and strategic initiatives of each respective business, thereby (i) allowing each business to pursue its own distinct opportunities and growth plans and (ii) eliminating internal competition for capital and other inherent managerial and operational conflicts;	
 
 	•	 	allowing Carrols Restaurant Group and Fiesta Restaurant Group to have independent capital structures to fund their growth, thereby permitting us to adopt a debt and capital structure more suitable for a growth-oriented company and enhancing our ability to raise capital needed to take advantage of growth opportunities (including possible future stock issuances as a result of creating our own independent publicly traded stock);	
 
 	•	 	providing Carrols Restaurant Group and Fiesta Restaurant Group with a key employee compensation program, including cash bonuses and equity awards, that relate solely to the performance of the business for which the key employees are responsible; and	
 
 	•	 	the potential for improving stockholder value by promoting independent market recognition of Carrols Restaurant Group and Fiesta Restaurant Group as separate publicly traded companies and allowing investors to recognize and realize the full potential value of each company independently.	

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Conditions to the spin-off	As provided in the separation and distribution agreement, which we refer to as the “separation agreement,” the spin-off is subject to the satisfaction or, if permitted under the separation agreement, the waiver, of the following conditions:	
 
 	•	 	The SEC having allowed our registration statement on Form 10, of which this information statement forms a part, to become effective under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no stop order relating to the registration statement being in effect and this information statement having been mailed to stockholders of Carrols Restaurant Group.	
 
 	•	 	Having received all permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the distribution.	
 
 	•	 	Receiving a private letter ruling from the Internal Revenue Service confirming that distribution of our stock will be tax-free to Carrols Restaurant Group and the Carrols Restaurant Group stockholders for U.S. federal income tax purposes. Carrols Restaurant Group has submitted a request to the Internal Revenue Service for such favorable ruling.	
 
 	•	 	Carrols Restaurant Group having received the opinion of its tax advisor confirming that the distribution of our common stock to Carrols Restaurant Group’s stockholders should qualify as a tax-free distribution under Section 355 and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”), to Carrols Restaurant Group, the Carrols Restaurant Group stockholders and to us for U.S. federal income tax purposes.	
 
 	•	 	Approval of the listing of our common stock on The NASDAQ Global Market, subject to official notice of issuance.	
 
 	•	 	No order, injunction or decree having been issued by any court of competent jurisdiction preventing consummation of the spin-off or any of the other transactions contemplated by the separation agreement or any of the related agreements.	
 
 	•	 	Having received all governmental and regulatory approvals and other consents necessary to consummate the spin-off, except where the failure to obtain such approvals or consents would not have a material adverse effect on the ability of the parties to complete the spin-off or on the business, assets, liabilities, condition or results of operations of Fiesta Restaurant Group, Carrols Restaurant Group, or its respective subsidiaries, taken as a whole.	
 
 	•	 	Each of the ancillary agreements related to the spin-off will have been entered into before the spin-off and will not have been materially breached by the parties.	

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 	•	 	The spin-off will not violate or result in a breach of any law or material agreement.	
 
 	•	 	The spin-off will not violate, conflict with or result in a breach (with or without the passage of time) of the terms of, or require a consent under, our revolving credit facility, the Carrols LLC senior credit facility and the indenture governing the Fiesta Notes.	
 
 	Other than as specifically described in the first, second, third and fifth bullet points above, we are not aware that any governmental approvals or other consents are necessary to consummate the spin-off.	
 
 	The fulfillment of the foregoing conditions will not create any obligation on Carrols Restaurant Group’s part to effect the spin-off. Carrols Restaurant Group has the right not to complete the spin-off if, at any time, Carrols Restaurant Group’s board of directors determines, in its sole discretion, that the spin-off is not in the best interests of Carrols Restaurant Group or its stockholders or that market conditions are such that it is not advisable to separate Fiesta Restaurant Group from Carrols Restaurant Group.	
 
Capital stock to be distributed	Approximately                      million shares of our common stock will be distributed on the distribution date, based upon the number of shares of Carrols Restaurant Group common stock expected to be outstanding on the record date, which will include                      million shares of Carrols Restaurant Group common stock to be issued in connection with the treatment of Carrols Restaurant Group stock awards in the spin-off. On November 7, 2011, Carrols Restaurant Group had 22,102,201 shares of its common stock outstanding. For a further description of the treatment of Carrols Restaurant Group stock based awards, see “The Spin-Off—Treatment of Carrols Restaurant Group Stock Based Awards.” The shares of our common stock to be distributed by Carrols Restaurant Group will constitute all of the issued and outstanding shares of our capital stock immediately after the distribution date.	
 
Distribution ratio	Each holder of Carrols Restaurant Group common stock will receive one share of common stock of Fiesta Restaurant Group for every one share of Carrols Restaurant Group common stock owned.	
 
Record date	                    , 2012	
 
Distribution date	                    , 2012	
 
Trading market and symbol	We expect that our common stock will be listed on The NASDAQ Global Market under the symbol “FRGI.”	
 
Tax consequences	No gain or loss will be recognized by, and no amount will be included in the income of, a holder of Carrols Restaurant Group stock upon the receipt of shares of our stock pursuant to the spin-off for U.S. federal income tax purposes. It is a condition to completing the spin-off that Carrols Restaurant Group receive a private letter ruling from the Internal Revenue Service confirming that the distribution of our common stock will be tax-free to Carrols Restaurant Group and the Carrols Restaurant Group stockholders for U.S. federal income tax	

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 	purposes. Carrols Restaurant Group has submitted a request to the Internal Revenue Service for such favorable ruling. It is also a condition to completing the spin-off that Carrols Restaurant Group receive an opinion of Carrols Restaurant Group’s tax advisor to the effect, that, among other things, for United States federal income tax purposes, the distribution of our common stock to Carrols Restaurant Group’s stockholders should qualify as a tax free distribution under Section 355 and related provisions of the Code to Carrols Restaurant Group, Carrols Restaurant Group’s stockholders and to us. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-off.”	
 
Risk factors	We face various risks and uncertainties relating to our business, our transition to an independent, publicly traded company and our capital structure. See “Risk Factors” beginning on page 21 of this information statement.	
 
Relationship with Carrols Restaurant Group, Inc. after the spin-off	After the spin-off, we and Carrols Restaurant Group will be independent, publicly traded companies, and Carrols Restaurant Group will no longer have any ownership interest in us. We will, however, be parties to agreements that will define our ongoing relationship after the spin-off including, among others, the separation and distribution agreement, a transition services agreement, a tax matters agreement and employee matters agreement. Under the terms of the transition services agreement that we expect to enter into with Carrols Restaurant Group and Carrols prior to the distribution date, Carrols will agree to provide certain support services (including accounting, tax accounting, internal audit, financial reporting and analysis, human resources, and employee benefits management, information systems, restaurant systems support, legal, lease and franchise administration and risk management services) to us, and we will agree to provide certain limited management services (including certain legal services) to Carrols Restaurant Group and Carrols. To help ensure an orderly transition following the spin-off by providing us with sufficient time to develop our own infrastructure, Carrols will provide services under the transition services agreement for a period of three years following the distribution date, provided that we may extend the term of the transition services agreement by one additional year upon three months prior written to Carrols Restaurant Group and Carrols, provided further that we may terminate the transition services agreement with respect to any service provided thereunder at any time and from time to time upon 90 days prior written notice to Carrols Restaurant Group and Carrols. For more information, see “The Spin-Off” beginning on page 42 and “Certain Relationships and Related Party Transactions” beginning on page 131 of this information statement.	
 
Dividend policy	We do not expect to pay any cash dividends in the foreseeable future. We currently intend to retain all available funds to fund the development and growth of our business. Our board of directors is free to change our dividend policy at any time, although our revolving credit facility and the indenture governing the Fiesta Notes contain limitations on our ability to pay cash dividends.	

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Questions and Answers Relating to the Spin-off
The following questions and answers address certain aspects of the spin-off. Please see “The Spin-Off” for a more detailed description of the matters described below.
Q: What is the spin-off?
A: The spin-off is the method through which Carrols Restaurant Group will separate its existing businesses into two independent, publicly traded companies. In the spin-off, all of our shares of common stock, which are currently held by Carrols, will first be distributed by Carrols to Carrols Restaurant Group and will then immediately be distributed by Carrols Restaurant Group in the form of a pro rata stock dividend to the stockholders of Carrols Restaurant Group. Following the spin-off, we will be a separate company from Carrols Restaurant Group, and Carrols Restaurant Group will not retain any direct or indirect ownership interest in us. The number of shares of Carrols Restaurant Group common stock you own will not change as a result of the spin-off, although the value of shares of Carrols Restaurant Group common stock will likely decline as a result of the spin-off because the value of our business will no longer be part of the value of Carrols Restaurant Group.
Q: What is being distributed in the spin-off?
A: Approximately                      million shares of our common stock will be distributed in the spin-off, based upon the number of shares of Carrols Restaurant Group common stock expected to be outstanding on the record date , which will include                      million shares of Carrols Restaurant Group common stock to be issued in connection with the treatment of Carrols Restaurant Group stock awards in the spin-off. On November 7, 2011, Carrols Restaurant Group had 22,102,201 shares of its common stock outstanding. For a further description of the treatment of Carrols Restaurant Group stock based awards, see “The Spin-Off—Treatment of Carrols Restaurant Group Stock Based Awards.” The shares of our common stock to be distributed by Carrols Restaurant Group will constitute all of the issued and outstanding shares of our capital stock immediately after the distribution date. For more information on the shares being distributed in the spin-off, see “Description of Our Capital Stock—Authorized Capitalization—Common Stock.”
Q: What will I receive in the spin-off?
A: Holders of Carrols Restaurant Group common stock will receive a pro rata dividend of one share of our common stock for every one share of Carrols Restaurant Group common stock held by them on the record date and not subsequently sold in the “regular way” market. For more information on the shares being distributed in the spin-off, see “Description of Our Capital Stock—Authorized Capitalization—Common Stock.”
Q: What is the reason for the spin-off?
A: The following potential benefits were considered by Carrols Restaurant Group’s board of directors in making the determination to approve the spin-off:
 
 	•	 	facilitating the separate management of Carrols Restaurant Group and Fiesta Restaurant Group to focus its efforts and allocating its resources on its respective businesses based on the unique business characteristics and strategic initiatives of each respective business, thereby (i) allowing each business to pursue its own distinct opportunities and growth plans and (ii) eliminating internal competition for capital and other inherent managerial and operational conflicts;	
 
 	•	 	allowing Carrols Restaurant Group and Fiesta Restaurant Group to have independent capital structures to fund their growth, thereby permitting us to adopt a debt and capital structure more suitable for a growth-oriented company and enhancing our ability to raise capital needed to take advantage of growth opportunities (including possible future stock issuances as a result of creating our own independently publicly traded stock);	

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 	•	 	providing Carrols Restaurant Group and Fiesta Restaurant Group with a key employee compensation program, including cash bonuses and equity awards, that relate solely to the performance of the business for which the key employees are responsible; and	
 
 	•	 	the potential for improving stockholder value by promoting independent market recognition of Carrols Restaurant Group and Fiesta Restaurant Group as separate publicly traded companies and allowing investors to recognize and realize the full potential value of each company independently.	
In evaluating the spin-off, Carrols Restaurant Group’s board of directors also considered various potentially negative factors relating to the spin-off. Notwithstanding such negative factors, Carrols Restaurant Group’s board of directors concluded that the potential benefits of the spin-off outweigh such potential negative factors.
For more information on the reasons for the spin-off, see “Risk Factors—Risks Related to the Spin-off” and “The Spin-Off—Reasons for the Spin-off.”
Q: What do I have to do to participate in the spin-off?
A: Nothing. If you are a holder of record of Carrols Restaurant Group common stock on the record date for the spin-off you will not be required to pay any cash or deliver any other consideration, including any shares of Carrols Restaurant Group common stock, in order to receive shares of our common stock in the spin-off. No stockholder approval of the spin-off is required or sought. You are not being asked to vote and provide a proxy with respect to any of your shares of Carrols Restaurant Group common stock in connection with the spin-off.
Q: How will Carrols Restaurant Group distribute shares of Fiesta Restaurant Group?
A: Carrols Restaurant Group has appointed American Stock Transfer & Trust Company as the distribution agent to distribute shares of common stock of Fiesta Restaurant Group to holders of Carrols Restaurant Group common stock on the record date.
Q: Will I receive physical certificates representing my shares of Fiesta Restaurant Group?
A: Holders of shares of Carrols Restaurant Group common stock on the record date will receive shares of our common stock through the transfer agent’s book-entry registration system. Fiesta Restaurant Group will not issue paper stock certificates. If you are a registered stockholder (meaning you own your stock directly through an account with Carrols Restaurant Group’s transfer agent), the distribution agent will send you a book-entry account statement that reflects the number of Fiesta Restaurant Group shares you own. If you own your Carrols Restaurant Group shares through a bank or brokerage account, your bank or brokerage firm will credit your account with Fiesta Restaurant Group shares. For more information, see “The Spin-Off—Manner of Effecting the Spin-off.”
Q: What is the distribution date for the spin-off?
A: Shares of our common stock will be distributed by the distribution agent, on behalf of Carrols Restaurant Group, on or about                     , 2012.
Q: What are the U.S. federal income tax consequences to me of the spin-off?
A: No gain or loss will be recognized by, and no amount will be included in the income of, a holder of Carrols Restaurant Group stock upon the receipt of shares of our stock pursuant to the spin-off.
Please see “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-off” for more detail.

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Q: Does Fiesta Restaurant Group intend to pay cash dividends?
A: We do not expect to pay any cash dividends in the foreseeable future. We currently intend to retain all available funds to fund the development and growth of our business. Our board of directors is free to change our dividend policy at any time, although our new revolving credit facility and the indenture governing the Fiesta Notes contain limitations on our ability to pay cash dividends. For more information about our dividend policy, see “Dividend Policy.”
Q: Will Fiesta Restaurant Group have any debt?
A: Yes. On August 5, 2011, we sold $200 million principal amount of 8.875% Senior Secured Second Lien Notes due 2016 and entered into a $25 million revolving credit facility which was undrawn as of September 30, 2011. As of September 30, 2011, we had total debt of $324.0 million, including $200.0 million of the Fiesta Notes, $123.0 million of lease financing obligations and $1.0 million of capital leases. As discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we expect that a significant number of our leases, which are currently accounted for as lease financing obligations, will qualify for sale-leaseback treatment upon completion of the spin-off, and as a result reduce our lease financing obligations by $114.1 million.
Q: Who will pay the separation costs?
A: We and Carrols Restaurant Group have entered into various agreements regarding the allocation of separation costs, consisting largely of tax restructuring, professional services and employee-related costs. Substantially all of these costs prior to the spin-off have been paid for by Carrols Restaurant Group and us. Costs incurred after the spin-off will be borne by the party incurring such costs. Separately, we have been incurring and will continue to incur costs as we implement organizational changes and prepare to operate as an independent, publicly traded company. These costs are being paid by us.
Q: Who will manage Fiesta Restaurant Group after the spin-off?
A: Our management team will be led by Tim Taft, who will continue to serve as our Chief Executive Officer and President. Mr. Taft was hired in August 2011 and succeeded Alan Vituli as our Chief Executive Officer, with Mr. Vituli remaining as our Chairman of the Board. Joseph A. Zirkman, currently the Vice President, General Counsel and Secretary of Carrols Restaurant Group and Fiesta Restaurant Group will remain as the Vice President, General Counsel and Secretary of Fiesta Restaurant Group and, effective as of the distribution date, will resign all of his positions at Carrols Restaurant Group. Paul R. Flanders, currently the Vice President, Chief Financial Officer and Treasurer of Carrols Restaurant Group and Fiesta Restaurant Group, and Timothy J. LaLonde, currently the Vice President and Controller of Carrols Restaurant Group and Fiesta Restaurant Group, will each resign all of their respective positions at Fiesta Restaurant Group effective as of the distribution date and will provide services to Fiesta Restaurant Group as may be required pursuant to the transition services agreement. Mr. Flanders will serve as our interim Chief Financial Officer effective as of the distribution date until such time as we hire a permanent Chief Financial Officer. In addition, Michael A. Biviano and James E. Tunnessen, currently the Executive Vice President of Taco Cabana and Executive Vice President of Pollo Tropical, respectively, of Carrols Restaurant Group, will resign from their positions at Carrols Restaurant Group effective as of the distribution date and remain in their corresponding roles at Fiesta Restaurant Group. For more information on our management, see “Management.”
Q: What will the relationship be between Carrols Restaurant Group, Inc. and Fiesta Restaurant Group, Inc. following the spin-off?
A: After the distribution date, we and Carrols Restaurant Group will be independent, publicly traded companies, with independent boards of directors, and Carrols Restaurant Group will no longer have any ownership interest in

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us. We will, however, be parties to agreements that will define our ongoing relationship after the spin-off including, among others, the separation and distribution agreement, a transition services agreement, a tax matters agreement and employee matters agreement. Under the terms of a transition services agreement that we expect to enter into with Carrols Restaurant Group and Carrols prior to the distribution date, Carrols will agree to provide certain support services (including accounting, tax accounting, internal audit, financial reporting and analysis, human resources, and employee benefits management, information systems, restaurant systems support, legal, lease and franchise administration and risk management services) to us, and we will agree to provide certain limited management services (including certain legal services) to Carrols Restaurant Group and Carrols. To help ensure an orderly transition following the spin-off by providing us with sufficient time to develop our own infrastructure, we and Carrols will provide services under the transition services agreement for a period of three years following the distribution date, provided that we may extend the term of the transition services agreement by one additional year upon three months prior written notice to Carrols Restaurant Group and Carrols, provided further that we may terminate the transition services agreement with respect to any services provided thereunder at any time and from time to time upon 90 days prior written notice to Carrols Restaurant Group and Carrols. For more information on our relationship with Carrols Restaurant Group after the spin-off, see “Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group.”
Q: What if I want to sell my Carrols Restaurant Group common stock or my Fiesta Restaurant Group common stock?
A: You should consult with your financial advisors, such as your stockbroker, bank or tax advisor. Neither Carrols Restaurant Group nor Fiesta Restaurant Group makes any recommendations on the purchase, retention or sale of shares of Carrols Restaurant Group common stock or the Fiesta Restaurant Group common stock to be distributed.
If you decide to sell any shares after the record date, but before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your Carrols Restaurant Group common stock, the Fiesta Restaurant Group common stock you will receive in the spin-off, or both. If you sell your Carrols Restaurant Group common stock in the “regular way” before the record date, you will not receive shares of Fiesta Restaurant Group in the spin-off. For more information, see “The Spin-Off—Trading Between the Record Date and Distribution Date.”
Q: Where will Fiesta Restaurant Group common stock trade?
A: Currently, there is no public market for our common stock. We cannot predict the trading prices for our common stock before or after the distribution date. We expect that our common stock will be listed on The NASDAQ Global Market under the symbol “FRGI.”
We anticipate that beginning on or shortly before the record date and continuing through the distribution date, there will be a “when-issued” market in our common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for shares of Fiesta Restaurant Group common stock that will be distributed to Carrols Restaurant Group stockholders on the distribution date. If you owned shares of Carrols Restaurant Group common stock at the close of business on the record date, you would be entitled to shares of our common stock distributed pursuant to the spin-off. You may trade this entitlement to shares of Fiesta Restaurant Group common stock, without the shares of Carrols Restaurant Group common stock you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to our common stock will end and “regular way” trading will begin. For more information, see “The Spin-Off—Trading Between the Record Date and Distribution Date.”

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Q: Are there risks to owning Fiesta Restaurant Group common stock?
A: Yes. Our business is subject to both general and specific risks, including risks related to the spin-off, our relationship with Carrols Restaurant Group and our being a separate, publicly traded company. These risks are described in the section entitled “Risk Factors.” We encourage you to read that section carefully.
Q: Do I have appraisal rights?
A: No. Holders of Carrols Restaurant Group common stock have no appraisal rights in connection with the spin-off.
Q: Who is the transfer agent for your common stock?
A: American Stock Transfer & Trust Company is the transfer agent for our common stock.
Q: What will happen to the listing of Carrols Restaurant Group common stock?
A: Nothing. It is expected that, after the spin-off of Fiesta Restaurant Group, Carrols Restaurant Group common stock will continue to be traded on The NASDAQ Global Market under the symbol “TAST.” The number of shares of Carrols Restaurant Group common stock you own will not change.
Q: Will the spin-off affect the market price of my Carrols Restaurant Group shares?
A: As a result of the spin-off, we expect the trading price of shares of Carrols Restaurant Group common stock following the spin-off to be lower than prior to the spin-off because the trading price will no longer reflect the value of the Pollo Tropical and Taco Cabana brands. Furthermore, until the market has fully analyzed the value of Carrols Restaurant Group without the Pollo Tropical and Taco Cabana brands, the price of Carrols Restaurant Group shares may experience more stock price volatility. There can be no assurance that the trading price of a share of Carrols Restaurant Group common stock after the spin-off plus the trading price of one share of Fiesta Restaurant Group common stock distributed for each share of Carrols Restaurant Group common stock will not, in the aggregate, be less than the trading price of a share of Carrols Restaurant Group common stock before the spin-off.
Q: Where can Carrols Restaurant Group stockholders get more information?
A: Before the spin-off, if you have any questions relating to the spin-off, you should contact:
Carrols Restaurant Group, Inc.
968 James Street
Syracuse, New York 13203
(315) 424-0513
Attention: Corporate Secretary
After the spin-off, if you have any questions relating to us or the distribution of our shares, you should contact:
Fiesta Restaurant Group, Inc.
968 James Street
Syracuse, New York 13203
(315) 424-0513
Attention: Corporate Secretary

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Summary Historical Financial and Operating Data
The following table sets forth our summary historical financial statements and operating information for the periods presented. The summary historical financial data has been derived from our audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for each of the fiscal years ended December 31, 2008, 2009 and 2010 and our unaudited consolidated financial statements for the nine months ended September 30, 2010 and 2011, all of which are included elsewhere in this information statement.
The unaudited consolidated financial statements for the nine months ended September 30, 2010 and 2011 include all adjustments, consisting of normal recurring adjustments, which, in our opinion, are necessary for a fair presentation of the financial position and results of operations for these periods. The unaudited consolidated financial information has been prepared on a basis consistent with our audited consolidated financial statements. The results of operations for the nine months ended September 30, 2010 and 2011 are not necessarily indicative of the results to be expected for the full year.
The information in the table below is only a summary and should be read together with our consolidated financial statements as of December 31, 2009 and 2010, for the years ended December 31, 2008, 2009 and 2010, and as of September 30, 2011, and for the nine months ended September 30, 2011 and 2010, “Selected Historical Financial and Operating Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all as included elsewhere in this information statement.

 	  	Year ended December 31,	 	  	Nine months ended
September 30,	 	
(Dollars in thousands, except share and per share data)	  	2008	 	 	2009	 	 	2010	 	  	2010	 	  	2011	 	
Statement of operations data:	  				 				 				  				  				
Revenues:	  				 				 				  				  				
Restaurant sales	  	$	423,344	  	 	$	430,514	  	 	$	437,538	  	  	$	328,650	  	  	$	356,780	  	
Franchise royalty revenues and fees	  	 	1,434	  	 	 	1,606	  	 	 	1,533	  	  	 	1,164	  	  	 	1,242	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Total revenues	  	 	424,778	  	 	 	432,120	  	 	 	439,071	  	  	 	329,814	  	  	 	358,022	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Costs and expenses:	  				 				 				  				  				
Cost of sales	  	 	134,241	  	 	 	132,070	  	 	 	135,236	  	  	 	101,524	  	  	 	114,852	  	
Restaurant wages and related expenses (including stock- based compensation expense of $93, $88, $28, $22 and $15, respectively)	  	 	116,070	  	 	 	120,105	  	 	 	122,519	  	  	 	92,304	  	  	 	96,949	  	
Restaurant rent expense	  	 	16,968	  	 	 	17,437	  	 	 	16,620	  	  	 	12,473	  	  	 	12,526	  	
Other restaurant operating expenses	  	 	63,268	  	 	 	60,384	  	 	 	60,041	  	  	 	45,683	  	  	 	47,091	  	
Advertising expense	  	 	13,860	  	 	 	14,959	  	 	 	15,396	  	  	 	12,046	  	  	 	12,361	  	
General and administrative (including stock-based compensation expense of $970, $669, $974, $718 and $1,284, respectively)	  	 	33,016	  	 	 	32,148	  	 	 	32,865	  	  	 	23,895	  	  	 	27,086	  	
Depreciation and amortization	  	 	18,233	  	 	 	19,676	  	 	 	19,075	  	  	 	14,361	  	  	 	14,583	  	
Impairment and other lease charges	  	 	5,371	  	 	 	2,284	  	 	 	6,614	  	  	 	3,713	  	  	 	1,016	  	
Other expense (income) (1)	  	 	(580	) 	 	 	(799	) 	 	 	—  	  	  	 	—  	  	  	 	107	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Total operating expenses	  	 	400,447	  	 	 	398,264	  	 	 	408,366	  	  	 	305,999	  	  	 	326,571	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Income from operations	  	 	24,331	  	 	 	33,856	  	 	 	30,705	  	  	 	23,815	  	  	 	31,451	  	
Interest expense	  	 	21,898	  	 	 	20,447	  	 	 	19,898	  	  	 	14,918	  	  	 	16,338	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Income before income taxes	  	 	2,433	  	 	 	13,409	  	 	 	10,807	  	  	 	8,897	  	  	 	15,113	  	
Provision for income taxes	  	 	1,103	  	 	 	5,045	  	 	 	3,764	  	  	 	3,033	  	  	 	5,442	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Net income	  	$	1,330	  	 	$	8,364	  	 	$	7,043	  	  	$	5,864	  	  	$	9,671	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Per share data:	  				 				 				  				  				
Basic and diluted net income per share	  	$	1,330	  	 	$	8,364	  	 	$	7,043	  	  	$	5,864	  	  	$	9,671	  	
Weighted average shares outstanding:	  				 				 				  				  				
Basic and diluted weighted average common shares outstanding	  	 	1,000	  	 	 	1,000	  	 	 	1,000	  	  	 	1,000	  	  	 	1,000	  	

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 	  	Year ended December 31,	 	 	Nine months ended
September 30,	 	
(Dollars in thousands)	  	2008	 	 	2009	 	 	2010	 	 	2010	 	 	2011	 	
Other financial data:	  				 				 				 				 				
Net cash provided from operating activities	  	$	26,302	  	 	$	33,244	  	 	$	32,529	  	 	$	24,590	  	 	$	31,251	  	
Net cash used for investing activities	  	 	(44,053	) 	 	 	(17,266	) 	 	 	(21,380	) 	 	 	(15,596	) 	 	 	(9,914	) 	
Net cash provided from (used for) financing activities	  	 	17,792	  	 	 	(14,649	) 	 	 	(12,420	) 	 	 	(10,143	) 	 	 	(14,813	) 	
Total capital expenditures	  	 	(44,172	) 	 	 	(16,127	) 	 	 	(23,398	) 	 	 	(16,033	) 	 	 	(17,697	) 	

 	  	As of December 31,	 	 	As of
September 30,
2011	 	
 	  	2008	 	 	2009	 	 	2010	 	 			
Balance sheet data:	  				 				 				 				
Total assets	  	$	365,375	  	 	$	360,125	  	 	$	357,886	  	 	$	367,705	  	
Working capital	  	 	(6,492	) 	 	 	(6,744	) 	 	 	(8,453	) 	 	 	(13,163	) 	
Long-term debt:	  				 				 				 				
Due to parent company	  	$	174,000	  	 	$	155,793	  	 	$	138,756	  	 	$	—  	  	
8.875% Senior Secured Second Lien Notes	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	200,000	  	
Lease financing obligations	  	 	111,726	  	 	 	116,651	  	 	 	122,975	  	 	 	123,008	  	
Capital leases	  	 	1,060	  	 	 	1,020	  	 	 	1,064	  	 	 	1,022	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total long-term debt	  	$	286,786	  	 	$	273,464	  	 	$	262,795	  	 	$	324,030	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholder’s equity (deficit)	  	$	42,504	  	 	$	50,868	  	 	$	57,911	  	 	$	(7,887	) 	

 	  	Year ended December 31,	 	 	Nine months ended
September 30,	 	
	  	2008	 	 	2009	 	 	2010	 	 	2010	 	 	2011	 	
Operating statistics:	  				 				 				 				
Total number of restaurants (at end of period)	  	 	245	  	 	 	247	  	 	 	246	  	 	 	246	  	 	 	249	  	
Pollo Tropical:	  				 				 				 				 				
Company-owned restaurants (at end of period)	  	 	91	  	 	 	91	  	 	 	91	  	 	 	90	  	 	 	91	  	
Average number of company-owned restaurants	  	 	87.5	  	 	 	90.8	  	 	 	90.5	  	 	 	90.3	  	 	 	90.0	  	
Revenues:	  				 				 				 				 				
Restaurant sales	  	$	173,979	  	 	$	176,525	  	 	$	186,045	  	 	$	138,917	  	 	$	156,546	  	
Franchise royalty revenues and fees	  	 	1,145	  	 	 	1,315	  	 	 	1,248	  	 	 	956	  	 	 	1,007	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	  	 	175,124	  	 	 	177,840	  	 	 	187,293	  	 	 	139,873	  	 	 	157,553	  	
Average annual sales per company-owned restaurant (2)	  	 	1,988	  	 	 	1,911	  	 	 	2,056	  	 				 				
Adjusted Segment EBITDA (3)	  	 	22,765	  	 	 	25,322	  	 	 	30,062	  	 	 	22,380	  	 	 	27,809	  	
Adjusted Segment EBITDA margin (4)	  	 	13.0	% 	 	 	14.2	% 	 	 	16.1	% 	 	 	16.0	% 	 	 	17.7	% 	
Change in comparable company-owned restaurant sales (5)	  	 	(1.0	%) 	 	 	(1.3	%) 	 	 	7.4	% 	 	 	6.3	% 	 	 	10.6	% 	
Taco Cabana:	  				 				 				 				 				
Company-owned restaurants (at end of period)	  	 	154	  	 	 	156	  	 	 	155	  	 	 	156	  	 	 	158	  	
Average number of company-owned restaurants	  	 	149.9	  	 	 	154.6	  	 	 	155.6	  	 	 	155.6	  	 	 	156.5	  	
Revenues:	  				 				 				 				 				
Restaurant sales	  	$	249,365	  	 	$	253,989	  	 	$	251,493	  	 	$	189,733	  	 	$	200,234	  	
Franchise royalty revenues and fees	  	 	289	  	 	 	291	  	 	 	285	  	 	 	208	  	 	 	235	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	  	 	249,654	  	 	 	254,280	  	 	 	251,778	  	 	 	189,941	  	 	 	200,469	  	
Average annual sales per company-owned restaurant (2)	  	 	1,664	  	 	 	1,607	  	 	 	1,616	  	 				 				
Adjusted Segment EBITDA (3)	  	 	25,653	  	 	 	30,452	  	 	 	27,334	  	 	 	20,249	  	 	 	20,647	  	
Adjusted Segment EBITDA margin (4)	  	 	10.3	% 	 	 	12.0	% 	 	 	10.9	% 	 	 	10.7	% 	 	 	10.3	% 	
Change in comparable company-owned restaurant sales (5)	  	 	0.0	% 	 	 	(3.7	%) 	 	 	0.3	% 	 	 	(0.3	)% 	 	 	4.0	% 	
 
(1)	Other income in 2008 resulted from a Taco Cabana insurance gain of $0.5 million related to Hurricane Ike and a $0.1 million gain on a sale of a Taco Cabana property. Other income in 2009 resulted from a Taco Cabana insurance gain of $0.6 million related to Hurricane Ike and $0.2 million gain on a sale of a Taco Cabana non-operating property. Other expense in 2011 resulted from a loss of $0.1 million from a sale-leaseback transaction.	

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(2)	Average annual sales per restaurant are derived by dividing restaurant sales for the applicable segment by the average number of company-owned and operated restaurants. For comparative purposes, the calculation of average annual sales per restaurant is based on a 52-week fiscal year. For purposes of calculating average annual sales per restaurant for 2009, a 53-week fiscal year, we have excluded restaurant sales data for the extra week in 2009.	
(3)	Adjusted Segment EBITDA is defined as earnings attributable to the applicable segment before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense and other income and expense. A reconciliation of Adjusted Segment EBITDA to consolidated net income is presented below:	

 	  	Year ended December 31,	 	  	Nine months ended
September 30,	 	
(Dollars in thousands)	  	2008	 	 	2009	 	 	2010	 	  	2010	 	  	2011	 	
Adjusted Segment EBITDA	  				 				 				  				
Pollo Tropical	  	$	22,765	  	 	$	25,322	  	 	$	30,062	  	  	$	22,380	  	  	$	27,809	  	
Taco Cabana	  	 	25,653	  	 	 	30,452	  	 	 	27,334	  	  	 	20,249	  	  	 	20,647	  	
Less:	  				 				 				  				  				
Depreciation and amortization	  	 	18,233	  	 	 	19,676	  	 	 	19,075	  	  	 	14,361	  	  	 	14,583	  	
Impairment and other lease charges	  	 	5,371	  	 	 	2,284	  	 	 	6,614	  	  	 	3,713	  	  	 	1,016	  	
Interest expense	  	 	21,898	  	 	 	20,447	  	 	 	19,898	  	  	 	14,918	  	  	 	16,338	  	
Provision for income taxes	  	 	1,103	  	 	 	5,045	  	 	 	3,764	  	  	 	3,033	  	  	 	5,442	  	
Stock-based compensation	  	 	1,063	  	 	 	757	  	 	 	1,002	  	  	 	740	  	  	 	1,299	  	
Other expense (income)	  	 	(580	) 	 	 	(799	) 	 	 	—  	  	  	 	—  	  	  	 	107	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Net income	  	$	1,330	  	 	$	8,364	  	 	$	7,043	  	  	$	5,864	  	  	$	9,671	  	

(4)	Adjusted Segment EBITDA margin is derived by dividing Adjusted Segment EBITDA by the total revenues applicable to the segment.	
(5)	Restaurants are included in comparable restaurant sales after they have been open for 18 months. For comparative purposes, the calculation of the changes in comparable restaurant sales is based on a 52-week fiscal year. For purposes of calculating the changes in comparable restaurant sales for 2009, a 53-week fiscal year, we have excluded restaurant sales data for the extra week in 2009.	

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 RISK FACTORS
You should carefully consider the following risks and other information in this information statement in evaluating our company and common stock. Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations or financial condition and could also adversely effect the trading price of our common stock.
Risks Related to Our Business
Intense competition in the restaurant industry could make it more difficult to expand our business and could also have a negative impact on our operating results if customers favor our competitors or we are forced to change our pricing and other marketing strategies.
The restaurant industry is highly competitive. In each of our markets, our restaurants compete with a large number of national and regional restaurant chains, as well as locally owned restaurants, offering low and medium-priced fare. We also compete with convenience stores, delicatessens and prepared food counters in grocery stores, supermarkets, cafeterias and other purveyors of moderately priced and quickly prepared food.
Pollo Tropical’s competitors include national and regional chicken-based concepts as well as quick-service hamburger restaurant chains and other types of quick-service and quick-casual restaurants. Our Taco Cabana restaurants compete with quick-service restaurants, including those in the quick-service Mexican segment, other quick-casual restaurants and traditional casual dining Mexican restaurants.
To remain competitive, we, as well as certain of the other major quick-casual chains, have increasingly offered selected food items and combination meals at discounted prices. These pricing and other marketing strategies have had, and in the future may have, a negative impact on our sales and earnings.
Factors applicable to the quick-casual restaurant segment may adversely affect our results of operations, which may cause a decrease in earnings and revenues.
The quick-casual restaurant segment is highly competitive and can be materially adversely affected by many factors, including:
 
 	•	 	changes in local, regional or national economic conditions;	
 
 	•	 	changes in demographic trends;	
 
 	•	 	changes in consumer tastes;	
 
 	•	 	changes in traffic patterns;	
 
 	•	 	increases in fuel prices and utility costs;	
 
 	•	 	consumer concerns about health, diet, and nutrition;	
 
 	•	 	increases in the number of, and particular locations of, competing restaurants;	
 
 	•	 	changes in discretionary consumer spending;	
 
 	•	 	inflation;	
 
 	•	 	increases in the cost of food, such as beef, chicken, produce and packaging;	
 
 	•	 	increased labor costs, including healthcare, unemployment insurance and minimum wage requirements;	
 
 	•	 	the availability of experienced management and hourly-paid employees; and	
 
 	•	 	regional weather conditions.	
 
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Our continued growth depends on our ability to open and operate new restaurants profitably, which in turn depends on our continued access to capital, and newly acquired or developed restaurants may not perform as we expect and we cannot assure you that our growth and development plans will be achieved.
Our continued growth depends on our ability to develop additional Pollo Tropical and Taco Cabana restaurants. Development involves substantial risks, including the following:
 
 	•	 	the inability to fund development;	
 
 	•	 	development costs that exceed budgeted amounts;	
 
 	•	 	delays in completion of construction;	
 
 	•	 	the inability to obtain all necessary zoning and construction permits;	
 
 	•	 	the inability to identify, or the unavailability of, suitable sites on acceptable leasing or purchase terms;	
 
 	•	 	developed restaurants that do not achieve anticipated revenue or cash flow levels once opened;	
 
 	•	 	incurring substantial unrecoverable costs in the event a development project is abandoned prior to completion or a new restaurant is closed due to poor financial performance;	
 
 	•	 	the inability to recruit managers and other employees necessary to staff each new restaurant;	
 
 	•	 	changes in or interpretations of governmental rules and regulations; and	
 
 	•	 	changes in general economic and business conditions.	
We cannot assure you that our growth and development plans can be achieved. Our long-term development plans will require additional management, operational and financial resources. For example, we will be required to recruit managers and other personnel for each new restaurant. We cannot assure you that we will be able to manage our expanding operations effectively and our failure to do so could adversely affect our results of operations. In addition, our ability to open new restaurants and to grow, as well as our ability to meet other anticipated capital needs, will depend on our continued access to external financing, including borrowing under our new revolving credit facility. We cannot assure you that we will have access to the capital we need at acceptable terms or at all, which could materially adversely affect our business.
Additionally, we may encounter difficulties growing beyond our existing markets. We cannot assure you that we will be able to successfully grow our market presence beyond our existing markets, as we may encounter well-established competitors in new areas. In addition, we may be unable to find attractive locations or successfully market our products as we attempt to expand beyond our existing markets, as the competitive circumstances and consumer characteristics in these new areas may differ substantially from those in areas in which we currently operate. We may also not open a sufficient number of restaurants in new markets to adequately leverage distribution, supervision and marketing costs. As a result of the foregoing, we cannot assure you that we will be able to successfully or profitably operate our new restaurants outside our existing markets.
Our substantial indebtedness could adversely affect our financial condition.
We have a substantial amount of indebtedness. As of October 2, 2011, we had $324.0 million of outstanding indebtedness comprised of $200 million of the Fiesta Notes, lease financing obligations of $123.0 million and capital lease obligations of $1.0 million. As a result, we are a highly leveraged company.
As a result of our substantial indebtedness, a significant portion of our cash flow will be required to pay interest and principal on our outstanding indebtedness, and we may not generate sufficient cash flow from operations, or have future borrowings available under our revolving credit facility, to enable us to repay our indebtedness, including the Fiesta Notes, or to fund other liquidity needs.
 
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Our substantial indebtedness could have important consequences to you. For example, it could:
 
 	•	 	make it more difficult for us to satisfy our obligations with respect to the Fiesta Notes and our other debt;	
 
 	•	 	increase our vulnerability to general adverse economic and industry conditions;	
 
 	•	 	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness and related interest, including indebtedness we may incur in the future, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;	
 
 	•	 	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;	
 
 	•	 	increase our cost of borrowing;	
 
 	•	 	place us at a competitive disadvantage compared to our competitors that may have less debt; and	
 
 	•	 	limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes.	
We expect to use cash flow from operations to meet our current and future financial obligations, including funding our operations, debt service and capital expenditures. Our ability to make these payments depends on our future performance, which will be affected by financial, business, economic and other factors, many of which we cannot control. Our business may not generate sufficient cash flow from operations in the future, which could result in our being unable to repay indebtedness, or to fund other liquidity needs. If we do not have enough money, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including our revolving credit facility and the Fiesta Notes, on or before maturity. We cannot make any assurances that we will be able to accomplish any of these alternatives on terms acceptable to us, or at all. In addition, the terms of existing or future indebtedness, including the agreements for our revolving credit facility, may limit our ability to pursue any of these alternatives.
Despite current indebtedness levels and restrictive covenants, we may still be able to incur more debt or make certain restricted payments, which could further exacerbate the risks described above.
We and our subsidiaries may be able to incur additional debt in the future, including debt that may be revolving on a first lien basis or pari passu with the Fiesta Notes. Although our revolving credit facility and the indenture governing the Fiesta Notes contain restrictions on our ability to incur indebtedness, those restrictions are subject to a number of exceptions. In addition, if we are able to designate some of our restricted subsidiaries under the indenture governing the Fiesta Notes as unrestricted subsidiaries, those unrestricted subsidiaries would be permitted to borrow beyond the limitations specified in the indenture and engage in other activities in which restricted subsidiaries may not engage. We may also consider investments in joint ventures or acquisitions, which may increase our indebtedness. Moreover, although our revolving credit facility and the indenture governing the Fiesta Notes contain restrictions on our ability to make restricted payments, including the declaration and payment of dividends, we are able to make such restricted payments under certain circumstances. Adding new debt to current debt levels or making restricted payments could intensify the related risks that we and our subsidiaries now face.
We may not have the funds necessary to satisfy all of our obligations under our revolving credit facility, the Fiesta Notes or other indebtedness in connection with certain change of control events.
Upon the occurrence of specific kinds of change of control events, the indenture governing the Fiesta Notes requires us to make an offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest (and additional interest, if any) to the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of control to
 
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make the required repurchase of the Fiesta Notes. In addition, restrictions under our revolving credit facility may not allow us to repurchase the Fiesta Notes upon a change of control. If we could not refinance such debt or otherwise obtain a waiver from the holders of such debt, we would be prohibited from repurchasing the Fiesta Notes, which would constitute an event of default under the indenture. Certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture.
In addition, our revolving credit facility provides that certain change of control events constitute an event of default under our revolving credit facility. Such an event of default entitles the lenders thereunder to, among other things, cause all outstanding debt obligations under our revolving credit facility to become due and payable and to proceed against the collateral securing our revolving credit facility. Any event of default or acceleration of our revolving credit facility will likely also cause a default under the terms of our other indebtedness.
The agreements governing our debt agreements restrict our ability to engage in some business and financial transactions.
Our debt agreements, including the indenture governing the Fiesta Notes and the agreement governing our revolving credit facility, restrict our ability in certain circumstances to, among other things:
 
 	•	 	incur additional debt;	
 
 	•	 	pay dividends and make other distributions on, redeem or repurchase, capital stock;	
 
 	•	 	make investments or other restricted payments;	
 
 	•	 	enter into transactions with affiliates;	
 
 	•	 	engage in sale-leaseback transactions;	
 
 	•	 	sell all, or substantially all, of our assets;	
 
 	•	 	create liens on assets to secure debt; or	
 
 	•	 	effect a consolidation or merger.	
These covenants limit our operational flexibility and could prevent us from taking advantage of business opportunities as they arise, growing our business or competing effectively. In addition, our revolving credit facility requires us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet these tests.
A breach of any of these covenants or other provisions in our debt agreements could result in an event of default, which if not cured or waived, could result in such debt becoming immediately due and payable. This, in turn, could cause our other debt to become due and payable as a result of cross-acceleration provisions contained in the agreements governing such other debt. In the event that some or all of our debt is accelerated and becomes immediately due and payable, we may not have the funds to repay, or the ability to refinance, such debt. In addition, in the event that the Fiesta Notes become immediately due and payable, the holders of the Fiesta Notes would not be entitled to receive any payment in respect of the Fiesta Notes until all of our senior debt has been paid in full.
Our expansion into new markets may be challenged by a lack of brand awareness in such new markets.
Some of our new restaurants are and will be located in areas where there is a limited or a lack of market awareness of the Pollo Tropical or Taco Cabana brand and therefore it may be more challenging for us to attract customers to our restaurants. Restaurants opened in new markets may open at lower average weekly sales volumes than restaurants opened in existing markets, and may have lower restaurant-level operating margins than in existing markets. Sales at restaurants opened in new markets may take longer to reach average unit volumes, if
 
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at all, thereby adversely affecting our operating results, including the recognition of future impairment and other lease charges. Opening new restaurants in areas in which potential customers may not be familiar with our restaurants may include costs related to the opening and marketing of those restaurants that are substantially greater than those incurred by our restaurants in other areas. Even though we may incur substantial costs with respect to these new restaurants, they may attract fewer customers than our more established restaurants in existing markets.
We could be adversely affected by food-borne illnesses, as well as widespread negative publicity regarding food quality, illness, injury or other health concerns.
Negative publicity about food quality, illness, injury or other health concerns (including health implications of obesity) or similar issues stemming from one restaurant or a number of restaurants could materially adversely affect us, regardless of whether they pertain to our own restaurants or to restaurants owned or operated by other companies. For example, health concerns about the consumption of beef or chicken or by specific events such as the outbreak of “mad cow” disease or “avian” flu could lead to changes in consumer preferences, reduce consumption of our products and adversely affect our financial performance. These events could also reduce the available supply of beef or chicken or significantly raise the price of beef or chicken.
In addition, we cannot guarantee that our operational controls and employee training will be effective in preventing food-borne illnesses, food tampering and other food safety issues that may affect our restaurants. Food-borne illness or food tampering incidents could be caused by customers, employees or food suppliers and transporters and, therefore, could be outside of our control. Any publicity relating to health concerns or the perceived or specific outbreaks of food-borne illnesses, food tampering or other food safety issues attributed to one or more of our restaurants, could result in a significant decrease in guest traffic in all of our restaurants and could have a material adverse effect on our results of operations. In addition, similar publicity or occurrences with respect to other restaurants or restaurant chains could also decrease our guest traffic and have a similar material adverse effect on our business.
We may incur significant liability or reputational harm if claims are brought against us or against our franchisees.
We or our franchisees may be subject to complaints, regulatory proceedings or litigation from guests or other persons alleging food-related illness, injuries suffered in our premises or other food quality, health or operational concerns, including environmental claims. In addition, in recent years a number of restaurant companies have been subject to lawsuits, including class action lawsuits, alleging, among other things, violations of federal and state law regarding workplace and employment matters, discrimination, harassment, wrongful termination and wage, rest break, meal break and overtime compensation issues and, in the case of quick service restaurants, alleging that they have failed to disclose the health risks associated with high-fat or high sodium foods and that their marketing practices have encouraged obesity. We may also be subject to litigation or other actions initiated by governmental authorities, our employees and our franchisees, among others, based upon these and other matters. Adverse publicity resulting from such allegations or occurrences or alleged discrimination or other operating issues stemming from one of our locations, a number of our locations or our franchisees could adversely affect our business, regardless of whether the allegations are true, or whether we are ultimately held liable. Any cases filed against us could materially adversely affect us if we lose such cases and have to pay substantial damages or if we settle such cases. In addition, any such cases may materially and adversely affect our operations by increasing our litigation costs and diverting our attention and resources to address such actions. In addition, if a claim is successful, our insurance coverage may not cover or be adequate to cover all liabilities or losses and we may not be able to continue to maintain such insurance, or to obtain comparable insurance at a reasonable cost, if at all. If we suffer losses, liabilities or loss of income in excess of our insurance coverage or if our insurance does not cover such loss, liability or loss of income, there could be a material adverse effect on our results of operations.
 
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Our franchisees could take actions that harm our reputation.
As of October 2, 2011, a total of 35 Pollo Tropical and Taco Cabana restaurants were owned and operated by our franchisees. We do not exercise control of the day-to-day operations of our franchisees. We expect our number of franchised restaurants to increase in the future as a result of our international franchising strategy for Pollo Tropical. While we attempt to ensure that franchisee-owned restaurants maintain the same high operating standards as our company-owned restaurants, one or more of these franchisees may fail to meet these standards. Any shortcomings at our franchisee-owned restaurants could be attributed to our company as a whole and could adversely affect our reputation and damage our brands.
If the sale-leaseback market requires significantly higher yields, we may not enter into sale-leaseback transactions and as a result would not receive the related net proceeds.
From time to time, we sell our restaurant properties in sale-leaseback transactions. We historically have used, and intend to use, the net proceeds from such transactions to fund future capital expenditures for new restaurant development, or possibly to reduce outstanding debt. However, the sale-leaseback market may cease to be a reliable source of additional cash flows for us in the future if capitalization rates become less attractive or other unfavorable market conditions develop. For example, should the sale-leaseback market require significantly higher yields (which may occur as interest rates rise), we may not enter into sale-leaseback transactions, which could adversely affect our ability to reduce outstanding debt and fund capital expenditures for future restaurant development.
Changes in consumer taste could negatively impact our business.
We obtain a significant portion of our revenues from the sale of foods that are characterized as Caribbean and Mexican and if consumer preferences for these types of foods change, it could have a material adverse effect on our operating results. The quick-casual segment is characterized by the frequent introduction of new products, often accompanied by substantial promotional campaigns and are subject to changing consumer preferences, tastes, and eating and purchasing habits. Our success depends on our ability to anticipate and respond to changing consumer preferences, tastes and dining and purchasing habits, as well as other factors affecting the restaurant industry, including new market entrants and demographic changes. We may be forced to make changes to our menu items in order to respond to changes in consumer tastes or dining patterns, and we may lose customers who do not prefer the new menu items. In recent years, numerous companies in the quick-casual segment have introduced products positioned to capitalize on the growing consumer preference for food products that are, or are perceived to be, promoting good health, nutritious, low in calories and low in fat content. If we do not continually develop and successfully introduce new menu offerings that appeal to changing consumer preferences or if we do not timely capitalize on new products, our operating results could suffer. In addition, any significant event that adversely affects consumption of our products, such as cost, changing tastes or health concerns, could adversely affect our financial performance.
An increase in food costs could adversely affect our operating results.
Our profitability and operating margins are dependent in part on our ability to anticipate and react to changes in food costs. Changes in the price or availability of certain food products could affect our ability to offer a broad menu and price offering to guests and could materially adversely affect our profitability and reputation. The type, variety, quality and price of produce, beef and poultry and cheese can be subject to change and to factors beyond our control, including weather, governmental regulation, availability and seasonality, each of which may affect our food costs or cause a disruption in our supply. For example, weather patterns in recent years have resulted in lower than normal levels of rainfall in key agricultural states such as California, impacting the price of water and the corresponding prices of food commodities grown in states facing drought conditions. Our food distributors or suppliers also may be affected by higher costs to produce and transport commodities used in our restaurants, higher minimum wage and benefit costs and other expenses that they pass through to their customers, which could result in higher costs for goods and services supplied to us. Although we are able to
 
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contract for certain of the food commodities used in our restaurants for periods of up to one year, the pricing and availability of some of the commodities used in our operations cannot be locked in for periods of longer than one week or at all. Currently, we have contracts of varying lengths with several of our distributors and suppliers, including our distributors and suppliers of poultry. We do not use financial instruments to hedge our risk to market fluctuations in the price of beef, seafood, produce and other food products at this time. We may not be able to anticipate and react to changing food costs through our purchasing practices and menu price adjustments in the future, and failure to do so could negatively impact our revenues and results of operations.
If a significant disruption in service or supply by any of our suppliers or distributors were to occur, it could create disruptions in the operations of our restaurants, which could have a material adverse effect on our business.
Our financial performance is dependent on our continuing ability to offer fresh, quality food at competitive prices. If a significant disruption in service or supply by our suppliers or distributors were to occur, it could create disruptions in the operations of our restaurants, which could have a material adverse effect on us.
We negotiate directly with local and national suppliers for the purchase of food and beverage products and supplies. Our restaurants’ food and supplies are ordered from approved suppliers and are shipped via distributors to the restaurants. For our Pollo Tropical restaurants, Performance Food Group, Inc. is our primary distributor of food and paper products under an agreement that expires on May 15, 2012. Also for our Pollo Tropical restaurants Kelly Food Service is our primary distributor for chicken under an agreement that expires on December 31, 2011. We are currently negotiating with Kelly Food Service and we expect to enter into a new agreement with them for an additional year, but there is no assurance of our ability to do so. For our Taco Cabana restaurants, SYGMA Network, Inc. is our primary distributor of food and beverage products and supplies under a distribution services agreement that expires on June 30, 2014. We currently rely on two suppliers under agreements that expire on December 31, 2011 as our suppliers of chicken for our Pollo Tropical restaurants. We are currently negotiating with our suppliers of chicken for our Pollo Tropical restaurants and we expect to enter into a new agreement with them for an additional year, but there is no assurance of our ability to do so. If our distributors or suppliers were unable to service us, this could lead to a material disruption of service or supply until a new distributor or supplier is engaged, which could have a material adverse effect on our business.
If labor costs increase, we may not be able to make a corresponding increase in our prices and our operating results may be adversely affected.
Wage rates for a substantial number of our employees are above the federal and or state minimum wage rates. As federal and/or state minimum wage rates increase, we may need to increase not only the wage rates of our minimum wage employees but also the wages paid to the employees at wage rates which are above the minimum wage, which will increase our costs. To the extent that we are not able to raise our prices to compensate for increases in wage rates, including increases in state unemployment insurance costs or other costs including mandated health insurance, this could have a material adverse effect on our operating results. In addition, even if minimum wage rates do not increase, we may still be required to raise wage rates in order to compete for an adequate supply of labor for our restaurants.
The efficiency and quality of our competitors’ advertising and promotional programs and the extent and cost of our advertising could have a material adverse effect on our results of operations and financial condition.
If our competitors increase spending on advertising and promotion, or the cost of television or radio advertising increases, or our advertising and promotions are less effective than our competitors’, there could be a material adverse effect on our results of operations and financial condition.
Newly developed restaurants may reduce sales at our neighboring restaurants.
We intend to continue to open restaurants in our existing markets served by our Pollo Tropical and Taco Cabana restaurants. To the extent that we open a new restaurant in the vicinity of one or more of our existing
 
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restaurants, it is possible that some of the customers who previously patronized our existing restaurants may choose instead to patronize the new restaurant, which may result in decreased sales at our existing restaurants. Accordingly, to the extent we open new restaurants in our existing markets, sales at some of our existing restaurants in those markets may decline.
Our business is regional and we therefore face risks related to reliance on certain markets as well as risks for other unforeseen events.
As of October 2, 2011, excluding our franchised locations, all but six of our Pollo Tropical restaurants were located in Florida and all but six of our Taco Cabana restaurants were located in Texas. Therefore, the economic conditions, state and local government regulations, weather conditions or other conditions affecting Florida and Texas, the tourism industry affecting Florida and other unforeseen events, including war, terrorism and other international conflicts may have a material impact on the success of our restaurants in those locations.
Many of our restaurants are located in regions that may be susceptible to severe weather conditions. As a result, adverse weather conditions in any of these areas could damage these restaurants, result in fewer guest visits to these restaurants or otherwise have a material adverse impact on our business. For example, our Florida and Texas restaurants are susceptible to hurricanes and other severe tropical weather events, and in the past, our Taco Cabana restaurants have been affected by severe winter weather.
We cannot assure you that the current locations of our existing restaurants will continue to be economically viable or that additional locations will be acquired at reasonable costs.
The location of our restaurants has significant influence on their success. We cannot assure you that current locations will continue to be economically viable or that additional locations can be acquired at reasonable costs. In addition, the economic environment where restaurants are located could decline in the future, which could result in reduced sales in those locations. We cannot assure you that new sites will be profitable or as profitable as existing sites.
The loss of the services of our senior management could have a material adverse effect on our business, financial condition or results of operations.
Our success depends to a large extent upon the continued services of our senior management who have substantial experience in the restaurant industry. We believe that it could be difficult to replace our senior management with individuals having comparable experience. Consequently, the loss of the services of members of our senior management could have a material adverse effect on our business, financial condition or results of operations. We will also be dependent on Carrols providing certain services subject to the transition services agreement and could be negatively impacted by management changes at Carrols Restaurant Group.
Government regulation could adversely affect our financial condition and results of operations.
We are subject to extensive laws and regulations relating to the development and operation of restaurants, including regulations relating to the following:
 
 	•	 	zoning;	
 
 	•	 	requirements relating to labeling of caloric and other nutritional information on menu boards, advertising and food packaging;	
 
 	•	 	the preparation and sale of food;	
 
 	•	 	liquor licenses which allow us to serve alcoholic beverages at our Taco Cabana restaurants and at certain Pollo Tropical restaurants;	
 
 	•	 	employer/employee relationships, including minimum wage requirements, overtime, working and safety conditions, and citizenship requirements;	
 
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 	•	 	health care;	
 
 	•	 	federal and state laws that prohibit discrimination and laws regulating design and operation of, and access to, facilities, such as the Americans With Disabilities Act of 1990; and	
 
 	•	 	federal and state regulations governing the operations of franchises, including rules promulgated by the Federal Trade Commission.	
In the event that legislation having a negative impact on our business is adopted, it could have a material adverse impact on us. For example, substantial increases in the minimum wage or state or Federal unemployment taxes could adversely affect our financial condition and results of operations. Local zoning or building codes or regulations and liquor license approvals can cause substantial delays in our ability to build and open new restaurants. Local authorities may revoke, suspend or deny renewal of our liquor licenses if they determine that our conduct violates applicable regulations. Any failure to obtain and maintain required licenses, permits and approvals could adversely affect our operating results.
We are assessing the various provisions of the comprehensive federal health care reform law enacted in 2010, including its impact on our business as it becomes effective. There are no assurances that a combination of cost management and menu price increases can offset all of the potential increased costs associated with these regulations.
If one of our employees sells alcoholic beverages to an intoxicated or minor patron, we may be liable to third parties for the acts of the patron.
We serve alcoholic beverages at our Taco Cabana restaurants and at select Pollo Tropical restaurant locations and are subject to the “dram-shop” statutes of the jurisdictions in which we serve alcoholic beverages. “Dram-shop” statutes generally provide that serving alcohol to an intoxicated or minor patron is a violation of the law.
In most jurisdictions, if one of our employees sells alcoholic beverages to an intoxicated or minor patron we may be liable to third parties for the acts of the patron. We cannot guarantee that those patrons will not be served or that we will not be subject to liability for their acts. Our liquor liability insurance coverage may not be adequate to cover any potential liability and insurance may not continue to be available on commercially acceptable terms or at all, or we may face increased deductibles on such insurance. A significant dram-shop claim or claims could have a material adverse effect on us as a result of the costs of defending against such claims; paying deductibles and increased insurance premium amounts; implementing improved training and heightened control procedures for our employees; and paying any damages or settlements on such claims.
Federal, state and local environmental regulations relating to the use, storage, discharge, emission and disposal of hazardous materials could expose us to liabilities, which could adversely affect our results of operations.
We are subject to a variety of federal, state and local environmental regulations relating to the use, storage, discharge, emission and disposal of hazardous substances or other regulated materials, release of pollutants into the air, soil and water, and the remediation of contaminated sites.
Failure to comply with environmental laws could result in the imposition of fines or penalties, restrictions on operations by governmental agencies or courts of law, as well as investigatory or remedial liabilities and claims for alleged personal injury or damages to property or natural resources. Some environmental laws impose strict, and under some circumstances joint and several, liability for costs of investigation and remediation of contaminated sites on current and prior owners or operators of the sites, as well as those entities that send regulated materials to the sites. We cannot assure you that we have been or will be at all times in complete compliance with such laws, regulations and permits. Therefore, our costs of complying with current and future environmental, health and safety laws could adversely affect our results of operations.
 
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We are subject to all of the risks associated with leasing property subject to long-term non-cancelable leases.
The leases for our restaurant locations generally have initial terms of 20 years, and typically provide for renewal options in five year increments as well as for rent escalations. Generally, our leases are “net” leases, which require us to pay all of the costs of insurance, taxes, maintenance and utilities. We generally cannot cancel these leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If an existing or future restaurant is not profitable, and we decide to close it, we may nonetheless be obligated to perform our monetary obligations under the applicable lease including, among other things, paying all amounts due for the balance of the lease term. In addition, as each of our leases expire, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close restaurants in desirable locations.
We may, in the future, seek to pursue acquisitions and we may not find restaurant companies that are suitable acquisition candidates or successfully operate or integrate any restaurant companies we may acquire.
We may in the future seek to acquire other restaurant chains. Although we believe that opportunities for future acquisitions may be available from time to time, increased competition for acquisition candidates exists and may continue in the future. Consequently, there may be fewer acquisition opportunities available to us as well as higher acquisition prices. There can be no assurance that we will be able to identify, acquire, manage or successfully integrate acquired restaurant companies without substantial costs, delays or operational or financial problems. In the event we are able to acquire other restaurant companies, the integration and operation of the acquired restaurants may place significant demands on our management, which could adversely affect our ability to manage our existing restaurants. We also face the risk that our existing systems, procedures and financial controls will be inadequate to support any restaurant chains we may acquire and that we may be unable to successfully integrate the operations and financial systems of any chains we may acquire with our own systems. While we may evaluate and discuss potential acquisitions from time to time, we currently have no understandings, commitments or agreements with respect to any acquisitions. We may be required to obtain additional financing to fund future acquisitions. There can be no assurance that we will be able to obtain additional financing on acceptable terms or at all. Both the new revolving credit facility and the indenture governing the Fiesta Notes contain restrictive covenants that may prevent us from incurring additional debt or acquiring additional restaurant chains.
Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.
We own certain common law trademark rights and a number of federal and international trademark and service mark registrations, including the Pollo Tropical name and logo and Taco Cabana name and logo, and proprietary rights relating to certain of our core menu offerings. We believe that our trademarks and other proprietary rights are important to our success and our competitive position. We, therefore, devote appropriate resources to the protection of our trademarks and proprietary rights. The protective actions that we take, however, may not be enough to prevent unauthorized usage or imitation by others, which could harm our image, brand or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal fees.
We are not aware of any assertions that our trademarks or menu offerings infringe upon the proprietary rights of third parties, but we cannot assure you that third parties will not claim infringement by us in the future. Any such claim, whether or not it has merit, could be time-consuming, result in costly litigation, cause delays in introducing new menu items in the future or require us to enter into royalty or licensing agreements. As a result, any such claim could have a material adverse effect on our business, results of operations and financial condition.
Security breaches of confidential guest information in connection with our electronic processing of credit and debit card transactions may adversely affect our business.
A significant amount of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information of their customers has been stolen. We
 
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may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our guests’ credit or debit card information. Any such claim or proceeding, or any adverse publicity resulting from these allegations, may have a material adverse effect on us and our restaurants.
We are dependent on information technology and any material failure of that technology could impair our ability to efficiently operate our business.
We rely on information systems across our operations, including, for example, point-of-sale processing in our restaurants, management of our supply chain, collection of cash, payment of obligations and various other processes and procedures. We will also rely on information systems, processes and procedures managed and administered by Carrols due to the provision of services by Carrols pursuant to the transition services agreement. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, problems with maintenance, upgrading or transitioning to replacement systems or a breach in security of these systems could cause delays in customer service and reduce efficiency in our operations. These risks may be increased as a result of integration challenges following the spin-off. Significant capital investments and other costs might be required to address these risks.
Risks Related to the Spin-off
We currently share members of senior management and directors with Carrols Restaurant Group which means those members of senior management have not devoted their full time and attention to our affairs and the overlap may give rise to conflicts.
Until the completion of the spin-off, our executive officers and other members of our senior management (with the exception of Tim Taft, our Chief Executive Officer and President) will continue to serve as executive officers and members of senior management of Carrols Restaurant Group and Carrols. As a result, prior to the completion of the spin-off, our executive officers and other members of our senior management have not devoted and will not devote their full time and attention to our affairs, which could have a material adverse effect on our business. In addition, until the completion of the spin-off, all of the members of our board of directors will also continue to serve as directors of Carrols Restaurant Group and Carrols. These directors and management may have actual or apparent conflicts of interest with respect to matters involving or affecting us or Carrols Restaurant Group and Carrols. For example, there could be the potential for a conflict of interest when we or Carrols Restaurant Group look at acquisitions and other corporate opportunities that may be suitable for both companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that will exist between Carrols Restaurant Group, Carrols and us. Any such conflict could have a material adverse effect on our business.
Changes in our management could negatively impact our business and financial and operating results.
Effective August 15, 2011, Tim Taft was hired by us and became our new Chief Executive Officer and President succeeding Alan Vituli as Chief Executive Officer of Fiesta Restaurant Group, with Mr. Vituli remaining as Chairman of the Board of Fiesta Restaurant Group. Changes in our management, including but not limited to changes in connection with the spin-off, and including the recent hiring of Mr. Taft as our new CEO and President, could increase uncertainty in our business, result in changes in our business, result in disruptions to our business or in other changes in management, which could have a material adverse effect on our business, results of operations and financial condition.
Our historical financial information is not necessarily indicative of our results as a separate company and therefore may not be a reliable indicator of our future financial results.
Our audited and unaudited historical consolidated financial statements have been created from Carrols Restaurant Group’s financial statements using our historical results of operations and historical bases of assets
 
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and liabilities as part of Carrols Restaurant Group and reflect certain general corporate overhead and interest expenses allocated by Carrols to us, which are not necessarily indicative of what our financial position, results of operations and cash flows would have been if we had been a separate, standalone entity during the periods presented.
The historical consolidated financial information is not necessarily indicative of what our results of operations, financial position and cash flows will be in the future and does not reflect many significant changes that will occur in our cost structure, funding, and operations as a result of the spin-off. While our historical results of operations include all costs of the Pollo Tropical and Taco Cabana businesses, our historical costs and expenses do not include all of the costs that would have been or will be incurred by us as an independent company. Additionally, the preparation of the consolidated financial statements in conformity with GAAP 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. Estimates also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include: allocations of Carrols general and administrative expenses and interest expense on amounts due to Carrols, accrued occupancy costs, insurance liabilities, income taxes, evaluation for impairment of goodwill and long-lived assets and lease accounting matters. Actual results could differ from those estimates. In addition, we have not made adjustments to our historical consolidated financial information to reflect changes, many of which are significant, that will occur in our cost structure, financing and operations as a result of the spin-off. As a result, our historical financial information may not be a reliable indicator of our future financial results.
We, Carrols Restaurant Group and Carrols Restaurant Group’s stockholders may be subject to substantial liabilities if the spin-off is treated as a taxable transaction.
Carrols Restaurant Group has requested, and the completion of the spin-off is subject to and conditioned upon our receipt of, a private letter ruling from the IRS to the effect that, among other things, the spin-off will qualify as a tax-free distribution for U.S. federal income tax purposes under Section 355 of the Code and as part of a tax-free reorganization under Section 368(a)(1)(D) of the Code, and the transfer to us of assets and the assumption by us of liabilities in connection with the spin-off will not result in the recognition of any gain or loss for U.S. federal income tax purposes to Carrols Restaurant Group. It is also expected that Carrols Restaurant Group’s tax advisor will provide Carrols Restaurant Group with a tax opinion covering certain matters not covered in the private letter ruling. Said tax opinion is not binding on the IRS or the courts. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-off.”
Although a private letter ruling is generally binding on the IRS, the continuing validity of the ruling will be subject to the accuracy of factual representations and assumptions made in connection with obtaining such private letter ruling, including with respect to post-spin-off operations and conduct of the parties. Also, as part of the IRS’s general policy with respect to rulings on spin-off transactions under Section 355 of the Code, the private letter ruling to be obtained by Carrols Restaurant Group will be based upon representations by Carrols Restaurant Group that certain conditions which are necessary to obtain tax-free treatment under the Code have been satisfied, rather than a determination by the IRS that these conditions have been satisfied. Failure to satisfy such necessary conditions, or any inaccuracy in any representations made by Carrols Restaurant Group in connection with the ruling, could invalidate the ruling.
If the spin-off does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, Carrols would be subject to tax as if it has sold the common stock of Fiesta Restaurant Group in a taxable sale for its fair market value, and Carrols Restaurant Group’s stockholders would be subject to tax as if they had received a taxable distribution in an amount equal to the fair market value of our common stock distributed to them. It is expected that the amount of any such taxes to Carrols Restaurant Group’s stockholders and to Carrols would be substantial. Under applicable law and regulations, Fiesta Restaurant Group and Carrols Restaurant Group would be jointly and severally liable for taxes incurred by them in connection with the distribution.
 
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It is anticipated that a tax matters agreement to be entered into by us with Carrols Restaurant Group in connection with the spin-off will (1) govern the allocation of the tax assets and liabilities between us, Carrols Restaurant Group and Carrols, (2) provide for certain restrictions and indemnities in connection with the tax treatment of the spin-off and (3) address certain other tax related matters including, without limitation, those relating to (a) the obligations of Carrols Restaurant Group and Carrols and us with respect to the preparation of filing of tax returns for all periods, and (b) the control of any income tax audits and any indemnities with respect thereto. It is further anticipated that in the tax matters agreement, we will agree to indemnify Carrols Restaurant Group for losses and taxes of Carrols Restaurant Group and its affiliates resulting from our breach of our representations or covenants or our undertaking not to take certain post-spin-off actions, including with respect to our stock or assets, that would be inconsistent with or cause to be untrue any material information, covenant, or representation made in connection with the private letter ruling to be obtained by Carrols Restaurant Group from the IRS. However, the tax matters agreement will not be the product of arm’s length negotiations. The terms of the tax matters agreement and the structure of the spin-off may not be as favorable to us as would have resulted from arm’s length negotiations among unrelated third parties, and may allocate a greater amount of tax liabilities and indemnification obligations to us than would have resulted from arm’s length negotiations among unrelated third parties. Our indemnification obligations to Carrols Restaurant Group and its affiliates will not be limited in amount or subject to any cap. It is expected that the amount of any such indemnification to Carrols Restaurant Group would be substantial.
We will agree to certain restrictions in order to comply with U.S. federal income tax requirements for a tax-free spin-off and may not be able to engage in acquisitions with related parties and other strategic transactions that may otherwise be in our best interests.
Current U.S. federal tax law that applies to spin-offs generally creates a presumption that the spin-off would be taxable to Carrols Restaurant Group but not to its stockholders if we engage in, or enter into an agreement to engage in, a plan or series of related transactions that would result in the acquisition of a 50% or greater interest (by vote or by value) in our stock ownership during the four-year period beginning on the date that begins two years before the spin-off, unless it is established that the transaction is not pursuant to a plan related to the spin-off. United States Treasury Regulations generally provide that whether an acquisition of our stock and a spin-off are part of a plan is determined based on all of the facts and circumstances, including specific factors listed in the regulations. In addition, the regulations provide certain “safe harbors” for acquisitions of our stock that are not considered to be part of a plan related to the spin-off.
There are other restrictions imposed on us under current U.S. federal tax law for spin-offs and with which we will need to comply in order to preserve the favorable tax treatment of the distribution, such as limitations on sales or redemptions of our common stock for cash or other property following the distribution.
In the tax matters agreement with Carrols Restaurant Group, we will agree that, among other things, we will not take any actions that would result in any tax being imposed on Carrols Restaurant Group as a result of the spin-off. Further, for the two-year period following the spin-off, we will agree not to: (1) repurchase any of our stock except in certain circumstances permitted by the IRS guidelines, (2) voluntarily dissolve or liquidate or engage in any merger (except certain cash acquisition mergers), consolidation, or other reorganizations except for certain mergers of our wholly-owned subsidiaries to the extent not inconsistent with the tax-free status of the spin-off, (3) engage in certain stock issuances or (4) sell, transfer, or otherwise dispose of more than 50% of our assets, excluding any sales conducted in the ordinary course of business.
We will, however, be permitted to take certain actions otherwise prohibited by the tax matters agreement if we provide Carrols Restaurant Group with an opinion of tax counsel or private letter ruling from the IRS, reasonably acceptable to Carrols Restaurant Group, to the effect that these actions will not affect the tax-free nature of the spin-off. These restrictions could substantially limit our strategic and operational flexibility, including our ability to finance our operations by issuing equity securities, make acquisitions using equity securities, repurchase our equity securities, raise money by selling assets, or enter into business combination transactions.
 
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We have no operating history as an independent company upon which you can evaluate our performance and, accordingly, our prospects must be considered in light of the risks that any newly independent company encounters.
We currently operate as part of Carrols Restaurant Group. Accordingly, we have no experience operating as an independent company and performing various corporate functions, including human resources, tax administration, legal (including compliance with the Sarbanes-Oxley Act of 2002 and with the periodic reporting obligations of the Exchange Act), treasury administration, investor relations, internal audit, insurance, information technology and telecommunications services, as well as the accounting for many items such as lease accounting and stock-based compensation, income taxes and intangible assets. After the spin-off, our prospects must be considered in light of the risks, expenses and difficulties encountered by companies in the early stages of independent business operations, all of which could have a material adverse effect on our business.
We historically have obtained benefits of being part of Carrols Restaurant Group, but those benefits will not continue following the completion of the spin-off.
While we believe the benefits of being an independent company outweigh the drawbacks, we have historically received certain benefits from being part of a larger organization, including access to certain resources and certain economies of scale. After the spin-off, we may be unable to replace many of these benefits as an independent company, or only be able to do so at significant expense, which may adversely affect our business.
Completing the separation from Carrols Restaurant Group might present significant challenges.
There is a significant degree of difficulty and management distraction inherent in the process of our separating from Carrols Restaurant Group. These difficulties include:
 
 	•	 	the challenge of effecting the separation while carrying on the ongoing operations of each business;	
 
 	•	 	the potential difficulty in retaining key officers and personnel of each company; and	
 
 	•	 	separating corporate infrastructure, including but not limited to information systems, risk management, accounting, financial reporting, legal, treasury management, tax and human resources, for each of the two companies.	
Our separation from Carrols Restaurant Group might not be completed as successfully and cost-effectively as we anticipate. This could have an adverse effect on our business, financial condition and results of operations. We expect our costs to increase as a result of the separation.
There can be no assurance that the spin-off will be completed in the first quarter of fiscal 2012 or at all. Until the spin-off occurs, Carrols Restaurant Group retains the sole discretion to alter the terms of the spin-off or abandon the spin-off entirely. The agreements that we will enter into with Carrols in connection with the spin-off will not be the product of arm’s length negotiations.
Carrols Restaurant Group anticipates that the spin-off will be completed in the first quarter of 2012, although there can be no assurance that the spin-off will be completed within such time period or at all. Until the spin-off occurs, Carrols Restaurant Group will have the sole and absolute discretion to determine and change the terms of, and whether to proceed with, the spin-off. Any such changes to the terms of the spin-off could be materially adverse to us.
The agreements that we will enter into with Carrols Restaurant Group and Carrols in connection with the spin-off, including the separation and distribution agreement, transition services agreement, tax matters agreement and employee matters agreement, may not be the product of arm’s length negotiations and the terms of the agreements for us may not be as favorable as would have resulted from arm’s length negotiations among
 
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unrelated third parties. In addition, until the spin-off occurs, the terms of such agreements may change. Any such agreements or changes may result in additional material obligations (including liabilities in respect of tax matters related to the spin-off) to us.
Carrols Restaurant Group and Carrols will provide a number of services to us pursuant to a transition services agreement. When the transition services agreement terminates, we will be required to replace Carrols Restaurant Group’s and Carrols’ services internally or through third parties on terms that may be less favorable to us.
Under the terms of a transition services agreement that we expect to enter into with Carrols Restaurant Group and Carrols prior to the distribution date, Carrols Restaurant Group and Carrols will provide to us, for a fee, specified support services (including accounting, tax accounting, internal audit, financial reporting and analysis, human resources, and employee benefits management, information systems, restaurant systems support, legal, lease and franchise administration and risk management services) for a period of three years following the distribution date, provided that we may extend the term of the transition services agreement by one additional year upon three months prior written to Carrols Restaurant Group and Carrols, provided further that we may terminate the transition services agreement with respect to any service provided thereunder at any time and from time to time upon 90 days prior written notice to Carrols Restaurant Group and Carrols. When the transition services agreement terminates, Carrols Restaurant Group and Carrols will no longer be obligated to provide any of these services to us, and we will be required to assume the responsibility for these functions ourselves. While we anticipate being prepared to perform these functions on our own at or before the expiration of the transition services agreement, there is no assurance of our ability to do so. If we cannot perform these services for ourselves, we may be required to retain an outside service provider at rates in excess of the fees that we will pay under the transition services agreement, which could adversely affect us.
Substantial sales of our common stock following the distribution may have an adverse impact on the trading price of our common stock.
Some of the Carrols Restaurant Group’s stockholders who receive our shares of common stock may decide that their investment objectives do not include ownership of our shares, and may sell their shares of common stock following the distribution. In particular, certain Carrols Restaurant Group stockholders that are institutional investors have investment parameters that depend on their portfolio companies maintaining a minimum market capitalization that we may not achieve after the distribution. We cannot predict whether other stockholders will resell large numbers of our shares of common stock in the public market following the distribution or how quickly they may resell these shares. If our stockholders sell large numbers of our shares of common stock over a short period of time, or if investors anticipate large sales of our shares of common stock over a short period of time, this could adversely affect the trading price of our shares of common stock.
The terms of our spin-off from Carrols Restaurant Group may reduce the likelihood of any potential change of control or unsolicited acquisition proposal that you might consider favorable.
The terms of our spin-off from Carrols Restaurant Group could delay or prevent a change of control that you may favor. An acquisition or issuance of our common stock could trigger the application of Section 355(e) of the Code. For a discussion of Section 355(e) of the Code, please see “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-off.” Under the tax matters agreement we will enter into with Carrols Restaurant Group, we would be required to indemnify Carrols Restaurant Group for the resulting tax in connection with such an acquisition or issuance and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable.
See “Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group—Tax Matters Agreement” and “Description of Our Capital Stock” for a more detailed description of these agreements and of these provisions of Delaware law, our charter and bylaws.
 
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The ownership by our executive officers and some of our directors of shares of common stock of Carrols Restaurant Group may create conflicts of interest.
The ownership by our executive officers and some of our directors of shares of common stock of Carrols Restaurant Group may create, or may create the appearance of, conflicts of interest. Because of their current or former positions with Carrols Restaurant Group, certain of our executive officers, and some of our directors, own shares of Carrols Restaurant Group common stock. The individual holdings of common stock of Carrols Restaurant Group may be significant for some of these persons compared to such persons’ total assets. Ownership by our directors and officers, after our separation, of common stock of Carrols Restaurant Group creates, or may create the appearance of, conflicts of interest when these directors and officers are faced with decisions that could have different implications for Carrols Restaurant Group than the decisions have for us.
Our internal systems and resources might not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the distribution date.
Our management will be responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Any failure to achieve and maintain effective internal controls could have an adverse effect on our business, financial position and results of operations.
Our financial results previously were included within the consolidated results of Carrols Restaurant Group. However, we were not directly subject to the reporting and other requirements of the Exchange Act. As a result of the spin-off, we will be directly subject to the reporting and other obligations under the Exchange Act immediately after the distribution date. In addition, we expect to be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 beginning with our financial statements for the year ending December 31, 2013, which will require annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing the effectiveness of our internal control over financial reporting.
Pursuant to a transition services agreement with Carrols Restaurant Group and Carrols, Carrols Restaurant Group and Carrols will agree to provide certain support services to us for a period of time following the distribution date, including the services provided by Paul R. Flanders, Vice President, Chief Financial Officer and Treasurer of Carrols Restaurant Group, who will serve as our interim Chief Financial Officer following the distribution date until such time as we hire a permanent Chief Financial Officer. For us to establish our own financial and management controls, reporting systems, information technology and procedures, we will need to implement accounting systems and our own financial and internal controls, financial reporting systems and procedures and hire our own legal, accounting and finance staff. If Carrols Restaurant Group is unable to provide, or we are unable to establish, our financial and management controls, reporting systems, information technology and procedures in a timely and effective manner, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, if we are unable to conclude that our internal control over financial reporting is effective (or if the auditors are unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports.
 
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Risks Related to Our Common Stock
There is no existing market for our common stock and a trading market that will provide you with adequate liquidity may not develop.
There currently is no public market for our common stock. We have applied for listing of our shares on The NASDAQ Global Market and anticipate that our shares will be traded there under the symbol “FRGI.” We anticipate that, on or shortly before the record date for the distribution, trading of our common shares will begin on a “when-issued” basis and will continue through the distribution date. Beginning on the first trading date after the distribution date, we anticipate that our shares will begin trading “regular way” on The NASDAQ Global Market. However, we cannot assure you that an active trading market for our common shares will develop as a result of the distribution or be sustained in the future. If a liquid trading market for our shares does not develop, you may have difficulty disposing of your shares of our common stock, at prices that are attractive to you or at all.
We cannot predict the prices at which our common stock may trade, and the trading prices may be highly volatile or may decline regardless of our operating performance.
We cannot predict the prices at which our common stock may trade after the distribution. The market price of our common stock may fluctuate substantially. Broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. The fluctuations could cause a loss of all or part of an investment in our common stock. Factors that could cause fluctuation in the trading price of our common stock may include, but are not limited to, the following:
 
 	•	 	our business profile and market capitalization, which may not fit the investment objectives of Carrols Restaurant Group stockholders;	
 
 	•	 	changes in our investor base;	
 
 	•	 	price and volume fluctuations in the overall stock market from time to time;	
 
 	•	 	significant volatility in the market price and trading volume of companies generally or restaurant companies;	
 
 	•	 	actual or anticipated variations in the earning or operating results of our company or our competitors;	
 
 	•	 	actual or anticipated changes in financial estimates by us or by any securities analysts who might cover our stock or the stock of other companies in our industry;	
 
 	•	 	market conditions or trends in our industry and the economy as a whole;	
 
 	•	 	announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures and our ability to complete any such transaction, including without limitation, Carrols Restaurant Group’s announcement of its intention to pursue the spin-off of Fiesta Restaurant Group;	
 
 	•	 	announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;	
 
 	•	 	capital commitments;	
 
 	•	 	changes in accounting principles;	
 
 	•	 	additions or departures of key personnel; and	
 
 	•	 	sales of our common stock, including sales of large blocks of our common stock or sales by our directors and officers.	
There can be no assurance that the combined trading prices of our common stock and Carrols Restaurant Group common stock after the spin-off will be greater than the trading price for Carrols Restaurant Group common stock prior to the spin-off, and the combined trading prices may be lower.
We have not and will not set an initial price for our common stock. The price for our common stock will be established by the public market. We are unable to predict whether large amounts of our common stock will be sold in the open market following the spin-off. We are also unable to predict the number of buyers that will be in the
 
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market at any time. Our smaller size and different investment characteristics may not appeal to the current investor base of Carrols Restaurant Group. There is no assurance that there will be sufficient buying interest to offset any sales, and, accordingly, the price of our common stock could be depressed by those sales or be more volatile.
In addition, if the market for restaurant company stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry or related industries even if these events do not directly affect us.
In the past, following periods of volatility in the market price of a company’s securities, class action securities litigation has often been brought against that company. Due to the potential volatility of our stock price, we may therefore be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business, and could also require us to make substantial payments to satisfy judgments or to settle litigation.
Our smaller size may affect the trading market for our shares.
We will be a substantially smaller company than Carrols Restaurant Group prior to the spin-off. Our trading volume, once it has stabilized following the distribution of our shares, may be lower than the historical trading volume for Carrols Restaurant Group. Also, it is possible that there will be less market and institutional interest in our shares, and that we will not attract substantial coverage in the analyst community. As a result, the trading market for our shares may be less liquid, making it more difficult for investors to dispose of their shares at favorable prices, and investors may have less independent information and analysis available to them concerning Fiesta Restaurant Group.
The concentrated ownership of our capital stock by insiders will likely limit your ability to influence corporate matters.
Our executive officers, directors and Jefferies Capital Partners IV LP, Jefferies Employee Partners IV LLC and JCP Partners IV LLC (collectively referred to as the “JCP Group”) together beneficially own approximately                     % of our common stock based on shares outstanding as of                     , 2012. In particular, the JCP Group, our largest stockholder, collectively beneficially own approximately                     % of our outstanding common stock, based on shares outstanding as of                     , 2012. In addition, our executive officers and directors (excluding directors affiliated with the JCP Group) together beneficially own approximately                     % of our common stock outstanding, based on shares outstanding as of                     , 2012. As a result, our executive officers, directors and the JCP Group, if they act as a group, will be able to significantly influence matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions such as mergers and acquisitions. The directors will have the authority to make decisions affecting our capital structure, including the issuance of additional debt and the declaration of dividends. The JCP Group may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. Corporate action might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately depress the market price of our common stock.
We do not expect to pay any cash dividends for the foreseeable future, and the indenture governing the Fiesta Notes and our revolving credit facility limit our ability to pay dividends to our stockholders.
We do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. The absence of a dividend on our common stock may increase the volatility of the market price of our common stock or make it more likely that the market price of our common stock will decrease in the event of
 
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adverse economic conditions or adverse developments affecting our company. The indenture governing the Fiesta Notes and our revolving credit facility limit, and the debt instruments that we and our subsidiaries may enter into in the future may limit our ability to pay dividends to our stockholders.
If securities analysts do not publish research or reports about our business or if they downgrade our stock, the price of our stock could decline.
The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We cannot assure you that these analysts will publish research or reports about us or that any analysts that do so will not discontinue publishing research or reports about us in the future. If one or more analysts who cover us downgrade our stock, our stock price could decline rapidly. If analysts do not publish reports about us or if one or more analysts cease coverage of our stock, we could lose visibility in the market, which in turn could cause our stock price to decline.
Your percentage ownership of our common stock may be diluted in the future.
Your percentage ownership of our common stock may be diluted in the future because of equity awards that we expect will be granted to our directors, officers and employees. Prior to the record date for the distribution, we expect that Carrols Restaurant Group will approve the Fiesta Restaurant Group, Inc. 2012 Stock Incentive Plan, which will provide for the grant of equity-based awards, including restricted stock, restricted stock units, stock options, and other equity-based awards to our directors, officers and other employees, advisors and consultants.
Provisions in our restated certificate of incorporation and amended and restated bylaws or Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.
Delaware corporate law and our restated certificate of incorporation and amended and restated bylaws contain provisions that could discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:
 
 	•	 	require that special meetings of our stockholders be called only by our board of directors or certain of our officers, thus prohibiting our stockholders from calling special meetings;	
 
 	•	 	deny holders of our common stock cumulative voting rights in the election of directors, meaning that stockholders owning a majority of our outstanding shares of common stock will be able to elect all of our directors;	
 
 	•	 	authorize the issuance of “blank check” preferred stock that our board could issue to dilute the voting and economic rights of our common stock and to discourage a takeover attempt;	
 
 	•	 	provide that approval of our board of directors or a supermajority of stockholders is necessary to make, alter or repeal our amended and restated bylaws and that approval of a supermajority of stockholders is necessary to amend, alter or change certain provisions of our restated certificate of incorporation;	
 
 	•	 	establish advance notice requirements for stockholder nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings;	
 
 	•	 	divide our board into three classes of directors, with each class serving a staggered 3-year term, which generally increases the difficulty of replacing a majority of the directors;	
 
 	•	 	provide that directors only may be removed for cause by a majority of the board or by a supermajority of our stockholders; and	
 
 	•	 	require that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing.	
 
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 FORWARD-LOOKING INFORMATION
The information statement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. “Forward-looking statements” are any statements that are not based on historical information. Statements other than statements of historical facts included in this information statement, including, without limitation, statements regarding our future financial position and results of operations, business strategy, budgets, projected costs and plans and objectives of management for future operations, are “forward-looking statements.” Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:
 
 	•	 	The effect of the spin-off of Fiesta Restaurant Group;	
 
 	•	 	The potential tax liability associated with the proposed spin-off of Fiesta Restaurant Group;	
 
 	•	 	Increases in food costs;	
 
 	•	 	Competitive conditions;	
 
 	•	 	Regulatory factors;	
 
 	•	 	Environmental conditions and regulations;	
 
 	•	 	General economic conditions, particularly in the retail sector;	
 
 	•	 	Weather conditions;	
 
 	•	 	Increases in commodity costs;	
 
 	•	 	Fuel prices;	
 
 	•	 	Significant disruptions in service or supply by any of our suppliers or distributors;	
 
 	•	 	Changes in consumer perception of dietary health and food safety;	
 
 	•	 	Labor and employment benefit costs;	
 
 	•	 	The outcome of pending or future legal claims or proceedings;	
 
 	•	 	Our ability to manage our growth and successfully implement our business strategy;	
 
 	•	 	Risks associated with the expansion of our business;	
 
 	•	 	Our ability 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;	
 
 	•	 	The risk of an act of terrorism or escalation of any insurrection or armed conflict involving the United States or any other national or international calamity;	
 
 	•	 	Factors that affect the restaurant industry generally, including recalls if products become adulterated or misbranded, liability if our products cause injury, ingredient disclosure and labeling laws and	
 
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 	regulations, reports of cases of food borne illnesses such as “mad cow” disease and avian flu, and the possibility that consumers could lose confidence in the safety and quality of certain food products, as well as negative publicity regarding food quality, illness, injury or other health concerns; and	
 
 	•	 	Other factors discussed under “Risk Factors” herein.	
Developments in any of these areas, which are more fully described elsewhere in this information statement and which descriptions are incorporated into this section by reference, could cause our results to differ materially from results that have been or may be projected by or on our behalf.
 
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 THE SPIN-OFF
Background
To accomplish the spin-off, Carrols will first distribute all of our outstanding common stock to Carrols Restaurant Group and, immediately thereafter all of our outstanding common stock will be distributed by Carrols Restaurant Group to stockholders of record of Carrols Restaurant Group as of the record date of                     , 2012. The distribution will occur on the distribution date of                     , 2012. On that date, each holder of Carrols Restaurant Group common stock will receive one share of our common stock for every one share of Carrols Restaurant Group common stock held. The distribution is subject to the satisfaction or waiver of certain conditions, which are described in this section of the information statement under “—Conditions to the Spin-off.”
Following the spin-off, neither Carrols Restaurant Group nor Carrols will own any equity interest in our company, and we will be an independent, publicly traded company. No vote of Carrols Restaurant Group’s stockholders is required or being sought in connection with the spin-off, and Carrols Restaurant Group’s stockholders have no appraisal rights in connection with the spin-off.
Reasons for the Spin-off
Carrols Restaurant Group is one of the largest restaurant companies in the United States operating three restaurant brands in the quick-casual and quick-service restaurant segments with 551 restaurants located in 17 states as of October 2, 2011. Carrols Restaurant Group has been operating restaurants for more than 50 years. Through Carrols’ wholly-owned subsidiary, Fiesta Restaurant Group and its wholly-owned subsidiaries, Carrols Restaurant Group owns and operates two restaurant brands, Pollo Tropical and Taco Cabana (which it referred to as its Hispanic Brands), which it acquired in 1998 and 2000, respectively. Carrols Restaurant Group is also the largest Burger King franchisee, based on the number of restaurants, and has operated Burger King restaurants since 1976. Carrols Restaurant Group operates Burger King restaurants through Carrols and its wholly-owned subsidiary, Carrols LLC. As of October 2, 2011, Carrols Restaurant Group’s company-owned restaurants included 91 Pollo Tropical restaurants and 158 Taco Cabana restaurants, and it operated 302 Burger King restaurants under franchise agreements.
We are also franchising our Pollo Tropical restaurants primarily internationally and, as of October 2, 2011, we had 30 franchised restaurants located in Puerto Rico, Ecuador, Honduras, the Bahamas, Trinidad, Venezuela and on college campuses in Florida. We also have agreements for the future development of franchised Pollo Tropical restaurants in Panama, Tobago, Aruba, Curacao, Costa Rica and Bonaire. Although we are not actively franchising our Taco Cabana restaurants, we had five Taco Cabana franchised restaurants at October 2, 2011 located in the United States.
Carrols Restaurant Group’s franchised Burger King restaurants are part of the quick-service restaurant segment which is the largest of the five major segments of the U.S. restaurant industry based on 2010 sales. Burger King is the second largest hamburger restaurant chain in the world (as measured by the number of restaurants and system-wide sales). According to Technomic, the hamburger segment of the quick-service restaurant segment in the United States increased 1.6% in 2010. Pollo Tropical and Taco Cabana operate in the quick-casual restaurant segment combining the convenience of quick-service restaurants with the menu variety, use of fresh ingredients and food quality more typical of casual dining. We believe that the quick-casual restaurant segment is one of the fastest growing segments of the restaurant industry. According to Technomic, 2010 sales growth for quick-casual chains in the Technomic Top 500 restaurant chains was 5.7% as compared to 1.8% for the overall Top 500 restaurant chains.
Carrols Restaurant Group’s Hispanic Brands restaurant business is different from its Burger King restaurant business which it operates as a franchisee. Pollo Tropical and Taco Cabana restaurants in the United States operate in the quick-casual restaurant segment which has experienced greater overall growth than the more mature hamburger segment of the quick-service restaurant segment. In addition, our Pollo Tropical and Taco Cabana restaurants in the United States are substantially company-owned and we therefore exercise control over
 
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the day-to-day operations of our restaurants, unlike our franchised Burger King restaurants which operate in accordance with franchise agreements and the rules and regulations of the franchisor. Consequently, unlike its Burger King restaurants, Carrols Restaurant Group maintains control of its marketing programs, menu product offerings, strategic initiatives and new restaurant development strategies. Also Pollo Tropical and Taco Cabana have stronger restaurant level economics and operating metrics than Carrols Restaurant Group’s Burger King restaurants.
As a result, the growth and operating strategy and capital requirements for Pollo Tropical and Taco Cabana are different from that of Carrols Restaurant Group’s Burger King business. For example, some of the strategies for growth of Pollo Tropical and Taco Cabana is to enhance the positioning of each brand in the quick-casual segment, grow sales in existing restaurants by attracting new customers and increasing customer frequency by continuing to develop new menu offerings and enhance the effectiveness of its advertising and promotional programs, and to develop additional Pollo Tropical and Taco Cabana restaurants within their existing and new markets in Florida and Texas, as well as expansion in other regions in the United States. Carrols Restaurant Group’s strategy for its Burger King restaurants include opportunity for growth through selective acquisitions of franchised Burger King restaurants within the Burger King system as opposed to new restaurant development. Also the growth of Carrols Restaurant Group’s Burger King sales are largely dependent upon the franchisor’s marketing initiatives and new product development and promotion. All of these factors have resulted in more emphasis on growing the Hispanic Brands business, leading to an increased competition for capital in Carrols Restaurant Group between the Burger King business and the Hispanic Brands business, with more funds being allocated to the growth and development of the Hispanic Brands business, despite the significant contribution of the Burger King business to Carrols Restaurant Group’s consolidated operating cash flows.
This divergence in strategy for the Burger King business and the Hispanic Brands business led Carrols Restaurant Group’s management and board of directors to consider a separation of its Hispanic Brands business from the Burger King business through a tax free spin-off of the Hispanic Brands business to its stockholders.
In February 2011, the board of directors of Carrols Restaurant Group preliminarily approved moving forward with the spin-off and authorized management to develop detailed plans for the spin-off, subject to its final approval. In addition, the board of directors of Carrols Restaurant Group preliminarily approved pursuing a refinancing of the outstanding indebtedness of Carrols in order to separately finance our business and the business of Carrols Restaurant Group in anticipation of the spin-off. On February 24, 2011, Carrols Restaurant Group publicly announced its intention to pursue the spin-off and a refinancing in advance of the spin-off.
Fiesta Restaurant Group was incorporated in April 2011 in contemplation of the refinancing and the spin-off and to hold the subsidiaries engaged in the Pollo Tropical and Taco Cabana businesses. The refinancing was completed on August 5, 2011. On                     , 2012, the board of directors of Carrols Restaurant Group approved the spin-off as described in this information statement.
Among other things, the board of directors of Carrols Restaurant Group considered the following potential benefits in making its determination to approve the spin-off:
 
 	•	 	facilitating the separate management of Carrols Restaurant Group and Fiesta Restaurant Group to focus its efforts and allocating its resources on its respective businesses based on the unique business characteristics and strategic initiatives of each respective business, thereby (i) allowing each business to pursue its own distinct opportunities and growth plans and (ii) eliminating internal competition for capital and other inherent managerial and operational conflicts;	
 
 	•	 	allowing Carrols Restaurant Group and Fiesta Restaurant Group to have independent capital structures to fund their growth, thereby permitting us to adopt a debt and capital structure more suitable for a growth-oriented company and enhancing our ability to raise capital needed to take advantage of growth opportunities (including possible future stock issuances as a result of creating our own independently publicly traded stock);	
 
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 	•	 	providing Carrols Restaurant Group and Fiesta Restaurant Group with a key employee compensation program, including cash bonuses and equity awards, that relate solely to the performance of the business for which the key employees are responsible; and	
 
 	•	 	the potential for improving stockholder value by promoting independent market recognition of Carrols Restaurant Group and Fiesta Restaurant Group as separate publicly traded companies and allowing investors to recognize and realize the full potential value of each company independently.	
Neither we nor Carrols Restaurant Group can assure you that, following the spin-off, any of these benefits will be realized to the extent anticipated or at all.
The board of directors of Carrols Restaurant Group also considered various potentially negative factors and the costs and risks associated with the spin-off. The board of directors of Carrols Restaurant Group considered, among other factors, any potential negative impact on Carrols Restaurant Group’s credit ratings as a result of the spin-off, the possibility that we may experience disruptions in our business as a result of the spin-off, the risk that the combined trading prices of our common stock and Carrols Restaurant Group’s common stock after the spin-off may be lower than the trading price of Carrols Restaurant Group’s common stock before the spin-off, the loss of synergies from operating as one company, the risk that our management would not be able to execute our business plan, the risk that general business, economic and market conditions would similarly interfere with the realization of the operational and strategic advantages that we expect to achieve as an independent public company, the potential costs, including developing corporate infrastructure and the additional legal, accounting and administrative costs associated with our becoming a separate, publicly traded company. The board of directors of Carrols Restaurant Group also considered certain limitations on us and Carrols Restaurant Group that would result from the spin-off, including restrictions that might result from the tax matters agreement and other agreements that we would enter into with Carrols Restaurant Group in connection with the spin-off, our need to capitalize our business appropriately as a stand-alone entity and the allocation of future growth opportunities. The board of directors of Carrols Restaurant Group concluded, however, that the potential benefits of the spin-off outweigh the potential negative factors, and that separating Fiesta Restaurant Group from Carrols Restaurant Group in the form of a tax-free distribution to Carrols Restaurant Group’s shareholders is appropriate and advisable for Carrols Restaurant Group and its shareholders.
Manner of Effecting the Spin-off
On the distribution date, Carrols Restaurant Group will effect the spin-off by distributing to holders of record of its common stock (or their designees) as of the record date a dividend of one share of our common stock for every one share of Carrols Restaurant Group common stock held by them on the record date and not subsequently sold in the “regular way” market.
Prior to the distribution date, Carrols Restaurant Group will deliver all of the issued and outstanding shares of our common stock to the distribution agent. On or about the distribution date, the distribution agent will effect delivery of the shares of our common stock issuable in the spin-off through the transfer agent’s book-entry registration system by mailing to each record holder a statement of holdings detailing the record holder’s ownership interest in our company and the method by which the record holder may access its account and, if desired, trade its shares of our common stock.
Many Carrols Restaurant Group stockholders hold their Carrols Restaurant Group common stock through a bank, brokerage firm, or other financial nominee. The nominee is said to hold the shares in “street name,” and the stockholder’s beneficial ownership of the shares is recorded on the books and records of the nominee. If you hold your Carrols Restaurant Group shares through a nominee, your nominee will credit your account with the Fiesta Restaurant Group common stock that you are entitled to receive in the spinoff. If you have any questions concerning the mechanics of having your shares of Fiesta Restaurant Group common stock held in “street name,” you should contact your nominee.
 
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Please note that if any stockholder of Carrols Restaurant Group on the record date sells shares of Carrols Restaurant Group common stock after the record date but on or before the distribution date in the “regular way” market, the buyer of those shares, and not the seller, will become entitled to receive the shares of our common stock issuable in respect of the shares sold. See “—Trading Between the Record Date and the Distribution Date” below for more information.
You are not being asked to take any action in connection with the spin-off. No stockholder approval of the spin-off is required or sought. You also are not being asked to vote and provide a proxy or to surrender any of your shares of Carrols Restaurant Group common stock for shares of our common stock. The number of outstanding shares of Carrols Restaurant Group common stock will not change as a result of the spin-off, although the value of shares of Carrols Restaurant Group common stock may be affected.
Treatment of Carrols Restaurant Group Stock Based Awards
Employees of Carrols Restaurant Group, Carrols and its subsidiaries (including certain of our directors, executive officers and employees) have been eligible to participate in Carrols Restaurant Group’s 2006 Stock Incentive Plan, as amended (the “Carrols Plan”). Under the Carrols Plan, Carrols Restaurant Group’s compensation committee has granted certain stock-based awards, including shares of restricted common stock of Carrols Restaurant Group and stock options to purchase common stock of Carrols Restaurant Group to employees and other eligible participants. The outstanding stock-based awards held by employees and other eligible participants of Carrols Restaurant Group, Carrols and its subsidiaries on the distribution date will be treated as set forth below. Pursuant to the Employee Matters Agreement between us, Carrols Restaurant Group and Carrols, Carrols Restaurant Group will continue to maintain the Carrols Plan on and after the distribution date, and we will establish a separate stock incentive plan effective as of the distribution date. The expected equity ownership of our directors and named executive officers after the distribution date is described in “Security Ownership of Certain Beneficial Owners.”
Stock Options
In connection with the spin-off and in accordance with the Carrols Plan, on a date prior to the record date, all outstanding vested stock options under the Carrols Plan will be converted into unrestricted shares of Carrols Restaurant Group common stock using a conversion formula to preserve the intrinsic value of each option to the holder. As part of the spin-off, holders who receive unrestricted shares of Carrols Restaurant Group common stock upon the conversion of vested stock options under the Carrols Plan will receive a distribution of one unrestricted share of common stock of Fiesta Restaurant Group for one unrestricted share of Carrols Restaurant Group common stock on the distribution date. On                     , 2012, Carrols Restaurant Group issued                      shares of its common stock upon the conversion of outstanding vested stock options under the Carrols Plan, and therefore,                      unrestricted shares of Fiesta Restaurant Group common stock will be issued and distributed on the distribution date.
In connection with the spin-off and in accordance with the Carrols Plan, on a date prior to the record date, outstanding unvested stock options under the Carrols Plan will be converted into restricted shares of Carrols Restaurant Group common stock using a conversion formula to preserve the intrinsic value of each option to the holder. The time period of the restrictions on transferability of the restricted shares of Carrols Restaurant Group common stock to be issued upon the conversion of unvested stock options under the Carrols Plan will equal the remaining vesting period of such unvested stock options, and such restricted shares will continue to be governed by the terms of the Carrols Plan. As part of the spin-off, holders who receive restricted shares of Carrols Restaurant Group common stock upon the conversion of unvested stock options under the Carrols Plan will receive a distribution of one restricted share of common stock of Fiesta Restaurant Group for one restricted share of Carrols Restaurant Group common stock on the distribution date subject to the same terms and conditions applicable to the restricted shares of Carrols Restaurant Group common stock, including, but not limited to, the time period remaining on the restrictions on transfer and forfeiture provisions. Following the distribution date, (a) employees of Fiesta Restaurant Group and other eligible participants under the Carrols Plan
 
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will continue to hold restricted shares of Carrols Restaurant Group common stock subject to the terms of the Carrols Plan and (b) employees of Carrols Restaurant Group and other eligible participants under the Carrols Plan will continue to hold the restricted shares of Fiesta Restaurant Group common stock received on the distribution date subject to the terms of the Carrols Plan. On                     , 2012, Carrols Restaurant Group issued                      restricted shares of its common stock upon the conversion of unvested stock options under the Carrols Plan, and therefore,                      restricted shares of Fiesta Restaurant Group common stock will be issued and distributed on the distribution date.
Restricted Stock
In connection with the spin-off and in accordance with the Carrols Plan, on the distribution date persons who hold shares of Carrols Restaurant Group restricted common stock issued under the Carrols Plan will receive restricted shares of Fiesta Restaurant Group common stock subject to the same terms and conditions applicable to the restricted shares of Carrols Restaurant Group common stock, including, but not limited to, the time period remaining on the restrictions on transfer and forfeiture provisions. The restricted shares of Fiesta Restaurant Group common stock received on the distribution date will continue to be governed by the terms of the Carrols Plan. Each holder of restricted shares of Carrols Restaurant Group common stock will receive a distribution of one share of restricted common stock of Fiesta Restaurant Group for each one share of Carrols Restaurant Group restricted common stock held by such holder on the record date. Following the distribution date, (a) employees of Fiesta Restaurant Group and other eligible participants under the Carrols Plan will continue to hold restricted shares of Carrols Restaurant Group common stock subject to the terms of the Carrols Plan and (b) employees of Carrols Restaurant Group and other eligible participants under the Carrols Plan will continue to hold the restricted shares of Fiesta Restaurant Group common stock received on the distribution date subject to the terms of the Carrols Plan. On the distribution date,                      restricted shares of Carrols Restaurant Group common stock issued under the Carrols Plan will be outstanding, and therefore,                      restricted shares of Fiesta Restaurant Group common stock would be issued and distributed on the distribution date.
Material U.S. Federal Income Tax Consequences of the Spin-off
The following is a summary of the material U.S. federal income tax consequences to U.S. Holders (defined below) of the distribution and is based on the Code, the Treasury regulations promulgated thereunder, and interpretations of the Code and Treasury regulations by the courts and the Internal Revenue Service, all as they exist as of the date of this information statement. Future legislative, administrative or judicial changes or interpretations could affect the accuracy of the statements set forth herein, and could apply retroactively. This summary does not discuss all tax considerations that may be relevant to Carrols Restaurant Group’s stockholders in light of their particular circumstances, nor does it address the consequences to Carrols Restaurant Group stockholders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, nonresident alien individuals, non-U.S. entities, non-U.S. trusts and estates and beneficiaries thereof, persons who acquired Carrols Restaurant Group common stock pursuant to the exercise of employee stock options or otherwise as compensation, insurance companies, dealers or brokers in securities or currencies, financial institutions, mutual funds, pass-through entities and investors in such entities, holders who hold their shares as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction or who are subject to alternative minimum tax.
In addition, this summary does not address the U.S. federal income tax consequences to Carrols Restaurant Group stockholders who do not hold their Carrols Restaurant Group common stock as a capital asset or any state, local or non-U.S. tax consequences of the transactions.
For purposes of this summary, a U.S. Holder is a beneficial owner of Carrols Restaurant Group common stock that is, for U.S. federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia); (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (x) a court within the United States is able to exercise
 
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primary supervision over its administration and (y) one or more U.S. persons have the authority to control all of the substantial decisions of such trust. If a partnership holds Carrols Restaurant Group common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership holding Carrols Restaurant Group common stock should consult its tax advisor.
You should consult your tax advisor as to the specific tax consequences of the distribution to you in light of your particular circumstances, including the effect of any state, local or non-U.S. tax laws and of changes in applicable tax laws.
Material U.S. Federal Income Tax Consequences of the Distribution to Carrols Restaurant Group and Stockholders of Carrols Restaurant Group
Carrols Restaurant Group has requested a private letter ruling from the Internal Revenue Service substantially to the effect that, for U.S. federal income tax purposes, the distribution will qualify as tax-free to Carrols Restaurant Group and its stockholders under Sections 368(a)(1)(D) and 355 of the Code. The private letter ruling will be based on the assumption that, among other things, the representations made, and information submitted, in connection with the private letter ruling are accurate. The private letter ruling will provide that:
 
 	•	 	no gain or loss will be recognized by Carrols Restaurant Group for U.S. federal income tax purposes as a result of the distribution;	
 
 	•	 	no gain or loss will be recognized by, or be included in the income of, a holder of shares of Carrols Restaurant Group common stock for U.S. federal income tax purposes solely as the result of the receipt of shares of our common stock in the distribution;	
 
 	•	 	for U.S. federal income tax purposes, the basis of the Carrols Restaurant Group common stock and our common stock in the hands of Carrols Restaurant Group stockholders immediately after the distribution, will be the same as the basis of the Carrols Restaurant Group common stock immediately before the distribution, and will be allocated among the Carrols Restaurant Group common stock and our common stock, in proportion to their relative fair market values on the date of the distribution; and	
 
 	•	 	the holding period for U.S. federal income tax purposes of shares of our common stock received by a Carrols Restaurant Group stockholder, will include the holding period of the stockholder’s Carrols Restaurant Group common stock with respect to which our shares were issued, provided that such Carrols Restaurant Group shares are held as a capital asset on the date of the distribution.	
The private letter ruling will also provide that certain internal transactions undertaken in anticipation of the separation will qualify for favorable tax treatment under the Code.
In keeping with the IRS’s ruling practice, however, the private letter ruling will not cover certain matters that are relevant to the tax-free treatment of Carrols Restaurant Group, its stockholders and us. These matters are expected to be covered in an opinion issued to Carrols Restaurant Group by its tax advisor on the distribution date. Such opinion will rely on the private letter ruling as to matters covered by the ruling. In addition, the opinion will be based on, among other things, certain assumptions and representations made by Carrols Restaurant Group and us, which if incorrect or inaccurate in any material respect would jeopardize the conclusions reached by Carrols Restaurant Group’s tax advisor in its opinion. The opinion is expected to confirm that the distribution should qualify as a tax free distribution under Section 355 and related provisions of the Code, but will not be binding on the IRS or the courts.
Material U.S. Federal Income Tax Consequences to Carrols Restaurant Group and Stockholders of Carrols Restaurant Group if the Distribution is Taxable
Although a private letter ruling is generally binding on the Internal Revenue Service, it is based on assumptions and representations made by us and Carrols Restaurant Group that certain conditions that are necessary to obtain favorable tax treatment under the Code have been satisfied. Thus, the private letter ruling
 
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does not constitute an independent determination by the Internal Revenue Service that these conditions have been satisfied. If the factual representations and assumptions are incorrect in any material respect at the time of the distribution, the private letter ruling could be revoked retroactively or modified by the Internal Revenue Service. We are not aware of any facts or circumstances, however, that would cause these representations or assumptions to be untrue or incomplete in any material respect.
If, notwithstanding the conclusions in the private letter ruling and the tax opinion, it is ultimately determined that the distribution does not qualify as tax-free for U.S. federal income tax purposes, then Carrols Restaurant Group would recognize gain in an amount equal to the excess of the fair market value of our common stock distributed to Carrols Restaurant Group stockholders on the distribution date over Carrols Restaurant Group’s tax basis in such shares. Under applicable law and regulations, Fiesta Restaurant Group and Carrols Restaurant Group would be jointly and severally liable for taxes incurred by them in connection with the distribution.
In addition, if, notwithstanding the conclusions provided in the private letter ruling and the tax opinion, it is ultimately determined that the distribution does not qualify as tax-free for U.S. federal income tax purposes, then each U.S. Holder who receives our common stock in the distribution could be treated as receiving a taxable distribution in an amount equal to the fair market value of such shares. You could be taxed on the full value of the shares that you receive, without reduction for any portion of your basis in your Carrols Restaurant Group common stock, as a dividend for U.S. federal income tax purposes to the extent of your pro rata share of Carrols Restaurant Group’s current and accumulated earnings and profits, including earnings and profits resulting from Carrols Restaurant Group’s recognition of gain on the distribution. Amounts in excess of your pro rata share of Carrols Restaurant Group’s current and accumulated earnings and profits could be treated as a nontaxable return of capital to the extent of your basis in your Carrols Restaurant Group common stock and thereafter as capital gain, assuming you hold your Carrols Restaurant Group common stock as a capital asset.
A U.S. Holder’s income tax basis in our common stock received in a taxable distribution generally would equal the fair market value of our common stock on the distribution date, and the holding period for those shares would begin the day after the distribution date. The holding period for the U.S. Holder’s Carrols Restaurant Group common stock would not be affected by the fact that the distribution was taxable.
Even if the distribution otherwise qualifies for tax-free treatment under Sections 368(a)(1)(D) and 355 of the Code, it may result in corporate-level taxable gain to Carrols Restaurant Group under Section 355(e) of the Code if 50% or more, by vote or value, of our stockholder equity or Carrols Restaurant Group’s stockholder equity is acquired or issued as part of a plan or series of related transactions that includes the distribution. For this purpose, any acquisitions or issuances of Carrols Restaurant Group’s stockholder equity within two years before the distribution, and any acquisitions or issuances of our stockholder equity or Carrols Restaurant Group’s stockholder equity within two years after the distribution, generally are presumed to be part of such a plan, although we or Carrols Restaurant Group may be able to rebut that presumption. We are not aware of any such acquisitions or issuances of Carrols Restaurant Group’s stockholder equity within the two years before the distribution. If an acquisition or issuance of our shares or Carrols Restaurant Group’s shares triggers the application of Section 355(e) of the Code, Carrols Restaurant Group would recognize taxable gain as described above, and could incur significant U.S. federal income tax liabilities as a result of the application of Section 355(e) of the Code.
Material U.S. Federal Income Tax Consequences if the Internal Transactions are Taxable
If, notwithstanding the conclusions in the private letter ruling and the tax opinion, it is ultimately determined that certain internal transactions undertaken in anticipation of the separation do not qualify for favorable tax treatment, we or Carrols Restaurant Group would incur significant tax liabilities.
 
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Material Consequences under the Tax Matters Agreement if the Distribution or the Internal Transactions are Taxable
In connection with the distribution, we and Carrols Restaurant Group will enter into a tax matters agreement pursuant to which we and Carrols Restaurant Group will agree to be responsible for certain tax liabilities and obligations following the distribution. Our indemnification obligations will include a covenant to indemnify Carrols Restaurant Group for any taxes and costs that they incur as a result of any action, misrepresentation or omission by us that causes the distribution or the internal transactions undertaken in anticipation of the distribution to fail to qualify for favorable tax treatment under the Code. In addition, Carrols Restaurant Group will similarly agree to indemnify us for any taxes or costs that they cause us to incur as a result of their actions, misrepresentations or omissions that causes the distribution or the internal transactions to fail to qualify for favorable tax treatment under the Code. Carrols Restaurant Group will be responsible for any taxes resulting from the failure of the distribution or any internal transactions to qualify for favorable tax treatment under the Code, if the failure is not due to our actions, misrepresentations or omissions. In addition, even if we were not contractually required to indemnify Carrols Restaurant Group for tax liabilities if the distribution or the internal transactions were to fail to qualify for favorable tax treatment under the Code, we nonetheless might be legally liable under applicable U.S. federal income tax law for certain U.S. federal income tax liabilities incurred by Carrols Restaurant Group or U.S. affiliates of Carrols Restaurant Group if they were to fail to pay such tax liabilities.
Information Reporting by Carrols Restaurant Group Stockholders
Current U.S. Treasury regulations require each Carrols Restaurant Group stockholder that owns at least 5% of the total outstanding stock of Carrols Restaurant Group and receives stock in the distribution to attach to its United States federal income tax return for the year in which the distribution occurs a detailed statement containing certain information relating to the tax-free nature of the distribution. Upon request, Carrols Restaurant Group will provide stockholders of 5% or more of Carrols Restaurant Group’s outstanding stock who received our common stock in the distribution with any pertinent information that is in Carrols Restaurant Group’s possession and is reasonably available, to the extent necessary to comply with that requirement.
The foregoing is a summary of material U.S. federal income tax consequences of the distribution under current law. The foregoing does not purport to address all U.S. federal income tax consequences or tax consequences that might arise under the tax laws of other jurisdictions or apply to particular categories of stockholders. Each Carrols Restaurant Group stockholder should consult his, her or its tax advisor as to the particular tax consequences of the distribution to such stockholder, including the application of U.S. federal, state, local and foreign tax laws, and the effect of possible changes in tax laws that might affect the tax consequences described above.
Results of the Spin-off
After the distribution date, we will be an independent public company owning and operating the Pollo Tropical and Taco Cabana brands. Immediately following the distribution date, we expect to have outstanding approximately                      million shares of our common stock and approximately                      holders of record of shares of our common stock, based upon the number of shares of Carrols Restaurant Group common stock outstanding and the number of record holders of Carrols Restaurant Group common stock on the date of this information statement, which will include                      million shares of Carrols Restaurant Group common stock to be issued in connection with the treatment of Carrols Restaurant Group stock awards in the spin-off. On November 7, 2011, Carrols Restaurant Group had 22,102,201 shares of its common stock outstanding. For a further description of the treatment of Carrols Restaurant Group stock based awards, see “—Treatment of Carrols Restaurant Group Stock Based Awards.”
The spin-off will not affect the number of outstanding Carrols Restaurant Group shares or any rights of Carrols Restaurant Group stockholders, although it may affect the market value of the outstanding Carrols Restaurant Group common stock. After the distribution date, Carrols Restaurant Group common stock will continue to be listed on The NASDAQ Global Market under the symbol “TAST.”
 
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All of our capital stock is currently owned by Carrols, a wholly-owned subsidiary of Carrols Restaurant Group. There currently is no trading market for our common stock. We will apply for listing of our common stock on The NASDAQ Global Market and anticipate that it will trade on this exchange following the spin-off under the symbol “FRGI.” We expect that a limited market, commonly known as a “when-issued” trading market, will develop for our common stock on or shortly before the record date for the distribution. If trading begins on a “when-issued” basis, you may purchase or sell shares of our common stock through the distribution date, but your transaction will not settle until after the distribution date. We expect “regular way” trading of our common stock will begin on the first trading day after the completion of the spin-off. “Regular way” trading refers to trades that are settled through the regular settlement cycle, typically for securities such as our common stock on the third full trading day following the trade date. Neither we nor Carrols Restaurant Group can assure you as to the trading price of our common stock after the spin-off or whether the combined trading prices of our common stock and Carrols Restaurant Group’s common stock after the spinoff will be less than, equal to or greater than the trading prices of Carrols Restaurant Group’s common stock prior to the spin-off. The trading price of our common stock is likely to fluctuate significantly, particularly until an orderly market develops. See “Risk Factors—Risks Related to the Spin-off.”
The shares of our common stock distributed to Carrols Restaurant Group’s stockholders will be freely transferable, except for (i) shares received by individuals who are our affiliates and (ii) restricted stock issued in connection with the treatment of Carrols Restaurant Group stock based awards. For a further description of the treatment of Carrols Restaurant Group stock based awards, see “—Treatment of Carrols Restaurant Group Stock Based Awards.” Individuals who may be considered our affiliates after the spin-off include individuals who control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law purposes. This may include some or all of our executive officers and directors. Individuals who are our affiliates will be permitted to sell their shares of common stock received in the spin-off only pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, including pursuant to Rule 144 under the Securities Act.
Rule 144 will generally be available for the resale of our common stock by affiliates once 90 days have elapsed from the date we become subject to the reporting requirements of the Exchange Act, which is the date when the registration statement of which this information statement forms a part becomes effective. Under Rule 144, provided certain conditions are satisfied, an affiliate may sell, within any three-month period, a number of shares that does not exceed the greater of:
 
 	•	 	1% of the then-outstanding shares of common stock; or	
 
 	•	 	the average weekly trading volume of the common stock during the four calendar weeks preceding the date on which the notice of the sale is filed with the SEC.	
Sales under Rule 144 are also subject to provisions relating to notice, manner of sale, and the availability of current public information about us. Carrols currently owns all of our outstanding shares of common stock. Upon completion of the spin-off, neither Carrols Restaurant Group nor Carrols will beneficially own any shares of our common stock. None of our directors or executive officers currently owns any shares of our common stock, but those who own shares of Carrols Restaurant Group will be treated the same as other holders of Carrols Restaurant Group common stock in any distribution by Carrols Restaurant Group and, accordingly, will receive shares of our common stock in the distribution. As of the distribution date, based on their holdings of Carrols Restaurant Group common stock as of the date of this information statement, we estimate that our executive officers and directors will collectively hold                      shares of our common stock that may be sold under Rule 144.
Our Relationship with Carrols Restaurant Group Following the Spin-off
Prior to the spin-off, we will enter into the separation agreement with Carrols Restaurant Group which will provide a framework for the relationship between Carrols Restaurant Group, Carrols and us following the spin-off, require cooperation between the parties to fulfill the terms of the spin-off and specify the terms and conditions of the spin-off. We anticipate that the separation agreement will provide for the transfer of a limited
 
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number of administrative personnel (including certain executives and real estate personnel) from Carrols to us. It is also expected that the separation agreement will provide, subject to certain exceptions, that we will assume all of the liabilities and perform all of the obligations arising under or relating to the operation of the Pollo Tropical and Taco Cabana brands whether incurred before or after the spin-off. The separation agreement will also contain certain mutual releases of liability and cross indemnification provisions customary for this type of transaction.
In addition to the separation agreement, we anticipate that simultaneous with or immediately prior to the completion of the spin-off, Carrols Restaurant Group, Carrols and us will enter into various ancillary agreements in connection with the spin-off, including, without limitation, a transition services agreement, a tax matters agreement and an employee matters agreement.
For a more detailed description of these agreements, see “Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group.”
Conditions to the Spin-off
We expect that the spin-off will be effective on                     , 2012. As provided in the separation agreement, the spin-off is subject to the satisfaction or, if permitted under the agreement, the waiver, of the following conditions:
 
 	•	 	The SEC having allowed our registration statement on Form 10, of which this information statement forms a part, to become effective under the Exchange Act, no stop order relating to the registration statement being in effect and this information statement having been mailed to stockholders of Carrols Restaurant Group.	
 
 	•	 	Having received all permits, registrations and consents required under the securities or blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the distribution.	
 
 	•	 	Receiving a private letter from the Internal Revenue Service confirming that distribution of our stock will be tax-free to Carrols Restaurant Group and the Carrols Restaurant Group stockholders for U.S. federal income tax purposes. Carrols Restaurant Group has submitted a request to the Internal Revenue Service for such favorable ruling.	
 
 	•	 	Carrols Restaurant Group having received the opinion of its tax advisor confirming that the distribution of our common stock to Carrols Restaurant Group’s stockholders should qualify as a tax-free distribution under Section 355 and related provisions of the Code, to Carrols Restaurant Group, the Carrols Restaurant Group stockholders and to us for U.S. federal income tax purposes.	
 
 	•	 	Approval of the listing of our common stock on The NASDAQ Global Market, subject to official notice of issuance.	
 
 	•	 	No order, injunction or decree having been issued by any court of competent jurisdiction preventing consummation of the spin-off or any of the other transactions contemplated by the separation agreement or any of the related agreements.	
 
 	•	 	Having received all governmental and regulatory approvals and other consents necessary to consummate the spin-off, except where the failure to obtain such approvals or consents would not have a material adverse effect on the ability of the parties to complete the spin-off or on the business, assets, liabilities, condition or results of operations of Fiesta Restaurant Group, Carrols Restaurant Group, or its respective subsidiaries, taken as a whole.	
 
 	•	 	Each of the ancillary agreements related to the spin-off will have been entered into before the spin-off and will not have been materially breached by the parties.	
 
 	•	 	The spin-off will not violate or result in a breach of any law or material agreement.	
 
 	•	 	The spin-off will not violate, conflict with or result in a breach (with or without the passage of time) of the terms of, or require a consent under, our revolving credit facility, Carrols LLC senior credit facility and the indenture governing the Fiesta Notes.	
 
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Other than as specifically described in the first, second, third and fifth bullet points above, we are not aware that any governmental approvals or other consents are necessary to consummate the distribution.
The fulfillment of the foregoing conditions will not create any obligation on Carrols Restaurant Group’s part to effect the spin-off. Carrols Restaurant Group has the right not to complete the spin-off if, at any time, Carrols Restaurant Group’s board of directors determines, in its sole discretion, that the spin-off is not in the best interests of Carrols Restaurant Group or its stockholders or that market conditions are such that it is not advisable to separate Fiesta Restaurant Group from Carrols Restaurant Group.
Trading Between the Record Date and Distribution Date
Beginning on or shortly before the record date and continuing up to and including through the distribution date, we expect that there will be two markets in Carrols Restaurant Group common stock: a “regular way” market and an “ex-distribution” market. Shares of Carrols Restaurant Group common stock that trade on the “regular way” market will trade with an entitlement to shares of Fiesta Restaurant Group common stock distributed pursuant to the spin-off. Shares that trade on the “ex-distribution” market will trade without an entitlement to shares of Fiesta Restaurant Group common stock distributed pursuant to the spin-off. Therefore, if you sell shares of Carrols Restaurant Group common stock in the “regular way” market up to and including through the distribution date, you will be selling your right to receive shares of Fiesta Restaurant Group common stock in the spin-off. If you own shares of Carrols Restaurant Group common stock at the close of business on the record date and sell those shares on the “ex-distribution” market, up to and including on the distribution date, you will still receive the shares of Fiesta Restaurant Group common stock that you would be entitled to receive pursuant to your ownership of the shares of Carrols Restaurant Group common stock.
Furthermore, beginning on or shortly before the record date and continuing up to and including on the distribution date, we expect that there will be a “when-issued” market in our common stock. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for shares of Fiesta Restaurant Group common stock that will be distributed to Carrols Restaurant Group stockholders on the distribution date. If you owned shares of Carrols Restaurant Group common stock at the close of business on the record date, you would be entitled to shares of our common stock distributed pursuant to the spin-off. You may trade this entitlement to shares of Fiesta Restaurant Group common stock, without the shares of Carrols Restaurant Group common stock you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to our common stock will end and “regular way” trading will begin.
Material Changes to the Terms of the Spin-off
Whether or not the conditions to the spin-off are satisfied, until the distribution date, the board of directors of Carrols Restaurant Group retains the discretion to abandon the spin-off or to modify its terms, including the record date and the distribution date. If the Carrols Restaurant Group board determines to abandon the spin-off or make any material changes to the terms of the spin-off, Carrols Restaurant Group will notify Carrols Restaurant Group stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K, or circulating a supplement to this information statement.
Reasons for Furnishing this Information Statement
This information statement is being furnished solely to provide information about us and about the spin-off to Carrols Restaurant Group stockholders who will receive shares of our common stock in the spin-off. It is not and should not be construed as an inducement or encouragement to buy or sell any of our securities or any securities of Carrols Restaurant Group. We believe that the information contained in this information statement is accurate as of the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and neither we nor Carrols Restaurant Group undertake any obligation to update the information except in the normal course of our respective public disclosure obligations and practices.
 
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 DIVIDEND POLICY
We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds to fund the development and growth of our business. The indenture governing the Fiesta Notes and our revolving credit facility limit, and debt instruments that we and our subsidiaries may enter into in the future may limit, our ability to pay dividends to our stockholders.
 
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 CAPITALIZATION
The following table sets forth our capitalization as of September 30, 2011.
You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the audited consolidated financial statements and the notes to those statements included elsewhere in this information statement and the financial data set forth under “Selected Historical Financial and Operating Information.”

(Dollars in thousands)	  	September 30,
2011	 	
Long-term debt, including current portion:	  				
Lease financing obligations (1)	  	$	123,008	  	
Capital leases	  	 	1,022	  	
8.875% Senior Secured Second Lien Notes	  	 	200,000	  	
	  	 	 	 	
Total long-term debt	  	 	324,030	  	
	  	 	 	 	
Stockholder’s deficit:	  				
Accumulated deficit	  	 	(7,887	) 	
Common Stock, par value $.01, authorized, issued and outstanding-1,000 shares	  	 	—  	  	
	  	 	 	 	
Total stockholder’s deficit	  	 	(7,887	) 	
	  	 	 	 	
Total capitalization	  	$	316,143	  	

(1)	Upon the completion of the spin-off, we expect that a significant number of lease financing obligations will qualify for sale-leaseback treatment. On a pro forma basis, if the qualification of these as sale-leaseback transactions occurred on September 30, 2011, our lease financing obligations would be reduced by $114,137. See “Management Discussion and Analysis of Financial Condition and Results of Operation—Recent and Future Events Affecting our Results of Operation.”	
 
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 SELECTED HISTORICAL FINANCIAL AND OPERATING INFORMATION
The following table sets forth our historical selected consolidated financial and operating information. The selected consolidated financial data for each of the fiscal years ended December 2006 and 2007 has been derived from our unaudited consolidated financial statements prepared in accordance with GAAP. The selected consolidated financial data for all other periods has been derived from our audited consolidated financial statements prepared in accordance with GAAP for each of the fiscal years ended December 31, 2008, 2009 and 2010 and our unaudited consolidated financial statements for the nine months ended September 30, 2010 and 2011, all of which are included elsewhere in this information statement.
The unaudited consolidated financial statements for the nine months ended September 30, 2010 and 2011 include all adjustments, consisting of normal recurring adjustments, which, in our opinion, are necessary for a fair presentation of the financial position and results of operations for these periods. The unaudited consolidated financial information has been prepared on a basis consistent with our audited consolidated financial statements. The results of operations for the nine months ended September 30, 2010 and 2011 are not necessarily indicative of the results to be expected for the full year.
The information in the following table should be read together with our audited consolidated financial statements as of December 31, 2009 and 2010, for the years ended December 31, 2008, 2009 and 2010, and with our unaudited consolidated financial statements as of September 30, 2011, and for the nine months ended September 30, 2010 and 2011, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all as included elsewhere in this information statement.

(Dollars in thousands, except share and
per share data)	 	Year ended December 31,	 	 	Nine months ended
September 30,	 	
	 	2006	 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2010	 	 	2011	 	
Statement of operations data:	 				 				 				 				 				 				 				
Revenues:	 				 				 				 				 				 				 				
Restaurant sales	 	$	381,154	  	 	$	406,318	  	 	$	423,344	  	 	$	430,514	  	 	$	437,538	  	 	$	328,650	  	 	$	356,780	  	
Franchise royalty revenues and fees	 	 	1,357	  	 	 	1,344	  	 	 	1,434	  	 	 	1,606	  	 	 	1,533	  	 	 	1,164	  	 	 	1,242	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	 	382,511	  	 	 	407,662	  	 	 	424,778	  	 	 	432,120	  	 	 	439,071	  	 	 	329,814	  	 	 	358,022	  	
Costs and expenses:	 				 				 				 				 				 				 				
Cost of sales	 	 	115,491	  	 	 	125,018	  	 	 	134,241	  	 	 	132,070	  	 	 	135,236	  	 	 	101,524	  	 	 	114,852	  	
Restaurant wages and related expenses (including stock- based compensation expense of $0, $211, $93, $88, $28, $22 and $15, respectively)	 	 	103,717	  	 	 	110,919	  	 	 	116,070	  	 	 	120,105	  	 	 	122,519	  	 	 	92,304	  	 	 	96,949	  	
Restaurant rent expense	 	 	11,907	  	 	 	15,357	  	 	 	16,968	  	 	 	17,437	  	 	 	16,620	  	 	 	12,473	  	 	 	12,526	  	
Other restaurant operating expenses	 	 	53,432	  	 	 	57,911	  	 	 	63,268	  	 	 	60,384	  	 	 	60,041	  	 	 	45,683	  	 	 	47,091	  	
Advertising expense	 	 	11,853	  	 	 	13,760	  	 	 	13,860	  	 	 	14,959	  	 	 	15,396	  	 	 	12,046	  	 	 	12,361	  	
General and administrative (including stock-based compensation expense of $47, $600, $970, $669, $974, $718 and $1,284, respectively)	 	 	26,117	  	 	 	31,699	  	 	 	33,016	  	 	 	32,148	  	 	 	32,865	  	 	 	23,895	  	 	 	27,086	  	
Depreciation and amortization	 	 	15,576	  	 	 	16,910	  	 	 	18,233	  	 	 	19,676	  	 	 	19,075	  	 	 	14,361	  	 	 	14,583	  	
Impairment and other lease charges	 	 	743	  	 	 	1,823	  	 	 	5,371	  	 	 	2,284	  	 	 	6,614	  	 	 	3,713	  	 	 	1,016	  	
Other expense (income) (1)	 	 	(2,787	) 	 	 	(347	) 	 	 	(580	) 	 	 	(799	) 	 	 	—  	  	 	 	—  	  	 	 	107	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	 	 	336,049	  	 	 	373,050	  	 	 	400,447	  	 	 	398,264	  	 	 	408,366	  	 	 	305,999	  	 	 	326,571	  	

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(Dollars in thousands, except share and
per share data)	 	Year ended December 31,	 	 	Nine months ended
September 30,	 	
	 	2006	 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2010	 	 	2011	 	
Income from operations	 	 	46,462	  	 	 	34,612	  	 	 	24,331	  	 	 	33,856	  	 	 	30,705	  	 	 	23,815	  	 	 	31,451	  	
Interest expense	 	 	22,852	  	 	 	22,042	  	 	 	21,898	  	 	 	20,447	  	 	 	19,898	  	 	 	14,918	  	 	 	16,338	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income before income taxes	 	 	23,610	  	 	 	12,570	  	 	 	2,433	  	 	 	13,409	  	 	 	10,807	  	 	 	8,897	  	 	 	15,113	  	
Provision for income taxes	 	 	8,382	  	 	 	4,652	  	 	 	1,103	  	 	 	5,045	  	 	 	3,764	  	 	 	3,033	  	 	 	5,442	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	15,228	  	 	$	7,918	  	 	$	1,330	  	 	$	8,364	  	 	$	7,043	  	 	$	5,864	  	 	$	9,671	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Per share data:	 				 				 				 				 				 				 				
Basic and diluted net income per share	 	$	15,228	  	 	$	7,918	  	 	$	1,330	  	 	$	8,364	  	 	$	7,043	  	 	$	5,864	  	 	$	9,671	  	
Weighted average shares outstanding:	 				 				 				 				 				 				 				
Basic and diluted weighted average common shares outstanding	 	 	1,000	  	 	 	1,000	  	 	 	1,000	  	 	 	1,000	  	 	 	1,000	  	 	 	1,000	  	 	 	1,000	  	
Other financial data:	 				 				 				 				 				 				 				
Net cash provided from operating activities	 	$	23,528	  	 	$	30,316	  	 	$	26,302	  	 	$	33,244	  	 	$	32,529	  	 	$	24,590	  	 	$	31,251	  	
Net cash used for investing activities	 	 	(23,301	) 	 	 	(41,246	) 	 	 	(44,053	) 	 	 	(17,266	) 	 	 	(21,380	) 	 	 	(15,596	) 	 	 	(9,914	) 	
Net cash provided from (used for) financing activities	 	 	692	  	 	 	10,657	  	 	 	17,792	  	 	 	(14,649	) 	 	 	(12,420	) 	 	 	(10,143	) 	 	 	(14,813	) 	
Total capital expenditures	 	 	(36,066	) 	 	 	(42,520	) 	 	 	(44,172	) 	 	 	(16,127	) 	 	 	(23,398	) 	 	 	(16,033	) 	 	 	(17,697	) 	

 	  	As of December 31,	 	 	As of
September 30,
2011	 	
 	  	2006	 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 			
Balance sheet data:	  				 				 				 				 				 				
Total assets	  	$	319,502	  	 	$	343,078	  	 	$	365,375	  	 	$	360,125	  	 	$	357,886	  	 	$	367,705	  	
Working capital	  	 	(7,163	) 	 	 	(7,267	) 	 	 	(6,492	) 	 	 	(6,744	) 	 	 	(8,453	) 	 	 	(13,163	) 	
Long-term debt:	  				 				 				 				 				 				
Due to parent company	  	$	153,669	  	 	$	161,076	  	 	$	174,000	  	 	$	155,793	  	 	$	138,756	  	 	$	—  	  	
8.875% Senior Secured Second Lien Notes	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	200,000	  	
Lease financing obligations	  	 	100,058	  	 	 	105,082	  	 	 	111,726	  	 	 	116,651	  	 	 	122,975	  	 	 	123,008	  	
Capital leases	  	 	1,217	  	 	 	1,086	  	 	 	1,060	  	 	 	1,020	  	 	 	1,064	  	 	 	1,022	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total long-term debt	  	$	254,944	  	 	$	267,244	  	 	$	286,786	  	 	$	273,464	  	 	$	262,795	  	 	$	324,030	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Stockholder’s equity (deficit)	  	$	33,256	  	 	$	41,174	  	 	$	42,504	  	 	$	50,868	  	 	$	57,911	  	 	$	(7,887	) 	
 
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   	 	Year ended December 31,	 	 	Nine months
ended
September 30,	 	
 	 	2006	 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2010	 	 	2011	 	
(Dollars in thousands)	 				 				 				 				 				 				 				
Operating statistics:	 				 				 				 				 				 				
Total number of restaurants (at end of period)	 	 	219	  	 	 	231	  	 	 	245	  	 	 	247	  	 	 	246	  	 	 	246	  	 	 	249	  	
Pollo Tropical:	 				 				 				 				 				 				 				
Company-owned restaurants (at end of period)	 	 	76	  	 	 	84	  	 	 	91	  	 	 	91	  	 	 	91	  	 	 	90	  	 	 	91	  	
Average number of company-owned restaurants	 	 	71.7	  	 	 	79.6	  	 	 	87.5	  	 	 	90.8	  	 	 	90.5	  	 	 	90.3	  	 	 	90.0	  	
Revenues:	 				 				 				 				 				 				 				
Restaurant sales	 	$	153,062	  	 	$	167,458	  	 	$	173,979	  	 	$	176,525	  	 	$	186,045	  	 	$	138,917	  	 	$	156,546	  	
Franchise royalty revenues and fees	 	 	1,145	  	 	 	1,097	  	 	 	1,145	  	 	 	1,315	  	 	 	1,248	  	 	 	956	  	 	 	1,007	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	 	154,207	  	 	 	168,555	  	 	 	175,124	  	 	 	177,840	  	 	 	187,293	  	 	 	139,873	  	 	 	157,553	  	
Average annual sales per company- owned restaurant (2)	 	 	2,135	  	 	 	2,104	  	 	 	1,988	  	 	 	1,911	  	 	 	2,056	  	 				 				
Adjusted Segment EBITDA (3)	 	 	28,157	  	 	 	27,303	  	 	 	22,765	  	 	 	25,322	  	 	 	30,062	  	 	 	22,380	  	 	 	27,809	  	
Adjusted Segment EBITDA margin (4)	 	 	18.3	% 	 	 	16.2	% 	 	 	13.0	% 	 	 	14.2	% 	 	 	16.1	% 	 	 	16.0	% 	 	 	17.7	% 	
Change in comparable company-owned restaurant sales (5)	 	 	3.2	% 	 	 	1.4	% 	 	 	(1.0	%) 	 	 	(1.3	%) 	 	 	7.4	% 	 	 	6.3	% 	 	 	10.6	% 	
Taco Cabana:	 				 				 				 				 				 				 				
Company-owned restaurants (at end of period)	 	 	143	  	 	 	147	  	 	 	154	  	 	 	156	  	 	 	155	  	 	 	156	  	 	 	158	  	
Average number of company-owned restaurants	 	 	138.8	  	 	 	144.2	  	 	 	149.9	  	 	 	154.6	  	 	 	155.6	  	 	 	155.6	  	 	 	156.5	  	
Revenues:	 				 				 				 				 				 				 				
Restaurant sales	 	$	228,092	  	 	$	238,860	  	 	$	249,365	  	 	$	253,989	  	 	$	251,493	  	 	$	189,733	  	 	$	200,234	  	
Franchise royalty revenues and fees	 	 	212	  	 	 	247	  	 	 	289	  	 	 	291	  	 	 	285	  	 	 	208	  	 	 	235	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	 	228,304	  	 	 	239,107	  	 	 	249,654	  	 	 	254,280	  	 	 	251,778	  	 	 	189,941	  	 	 	200,469	  	
Average annual sales per company-owned restaurant (2)	 	 	1,643	  	 	 	1,656	  	 	 	1,664	  	 	 	1,607	  	 	 	1,616	  	 				 				
Adjusted Segment EBITDA (3)	 	 	31,884	  	 	 	26,506	  	 	 	25,653	  	 	 	30,452	  	 	 	27,334	  	 	 	20,249	  	 	 	20,647	  	
Adjusted Segment EBITDA margin (4)	 	 	14.0	% 	 	 	11.1	% 	 	 	10.3	% 	 	 	12.0	% 	 	 	10.9	% 	 	 	10.7	% 	 	 	10.3	% 	
Change in comparable company-owned restaurant sales (5)	 	 	1.7	% 	 	 	0.2	% 	 	 	0.0	% 	 	 	(3.7	%) 	 	 	0.3	% 	 	 	(0.3	%) 	 	 	4.0	% 	
 
(1)	Other income in 2006 includes a gain of $1.4 million related to the sale of a Pollo Tropical leasehold in the fourth quarter of 2006 and a gain of $1.4 million from a reduction in certain reserves of $1.1 million related to a restructuring charge in 2001 and a reduction in lease liability reserves of $0.3 million for such locations due to an increase in estimated for future sublease income. Other income in 2007 includes gains of $0.3 million related to the sale of one Taco Cabana property. Other income in 2008 resulted from a Taco Cabana insurance gain of $0.5 million related to Hurricane Ike and a $0.1 million gain on a sale of a Taco Cabana property. Other income in 2009 resulted from a Taco Cabana insurance gain of $0.6 million related to Hurricane Ike and $0.2 million gain on a sale of a Taco Cabana non-operating property. Other expense in 2011 resulted from a loss of $0.1 million from a sale-leaseback transaction.	
 
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(2)	Average annual sales per restaurant are derived by dividing restaurant sales for the applicable segment by the average number of company-owned and operated restaurants. For comparative purposes, the calculation of average annual sales per restaurant is based on a 52-week fiscal year. For purposes of calculating average annual sales per restaurant for 2009, a 53-week fiscal year, we have excluded restaurant sales data for the extra week in 2009.	
(3)	Adjusted Segment EBITDA is defined as earnings attributable to the applicable segment before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense and other income and expense. A reconciliation of Adjusted Segment EBITDA to consolidated net income is presented below:	

 	 	Year ended December 31,	 	 	Nine months
ended
September 30,	 	
(Dollars in thousands)	 	2006	 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2010	 	 	2011	 	
Adjusted Segment EBITDA	 				 				 				 				 				 				
Pollo Tropical	 	$	28,157	  	 	$	27,303	  	 	$	22,765	  	 	$	25,322	  	 	$	30,062	  	 	$	22,380	  	 	$	27,809	  	
Taco Cabana	 	 	31,884	  	 	 	26,506	  	 	 	25,653	  	 	 	30,452	  	 	 	27,334	  	 	 	20,249	  	 	 	20,647	  	
Less:	 				 				 				 				 				 				 				
Depreciation and amortization	 	 	15,576	  	 	 	16,910	  	 	 	18,233	  	 	 	19,676	  	 	 	19,075	  	 	 	14,361	  	 	 	14,583	  	
Impairment and other lease charges	 	 	743	  	 	 	1,823	  	 	 	5,371	  	 	 	2,284	  	 	 	6,614	  	 	 	3,713	  	 	 	1,016	  	
Interest expense	 	 	22,852	  	 	 	22,042	  	 	 	21,898	  	 	 	20,447	  	 	 	19,898	  	 	 	14,918	  	 	 	16,338	  	
Provision for income taxes	 	 	8,382	  	 	 	4,652	  	 	 	1,103	  	 	 	5,045	  	 	 	3,764	  	 	 	3,033	  	 	 	5,442	  	
Stock-based compensation	 	 	47	  	 	 	811	  	 	 	1,063	  	 	 	757	  	 	 	1,002	  	 	 	740	  	 	 	1,299	  	
Other expense (income)	 	 	(2,787	) 	 	 	(347	) 	 	 	(580	) 	 	 	(799	) 	 	 	—  	  	 	 	—  	  	 	 	107	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	15,228	  	 	$	7,918	  	 	$	1,330	  	 	$	8,364	  	 	$	7,043	  	 	$	5,864	  	 	$	9,671	  	

(4)	Adjusted Segment EBITDA margin is derived by dividing Adjusted Segment EBITDA by the total revenues applicable to the segment.	
(5)	Restaurants are included in comparable restaurant sales after they have been open for 18 months. For comparative purposes, the calculation of the changes in comparable restaurant sales is based on a 52-week fiscal year. For purposes of calculating the changes in comparable restaurant sales for 2009, a 53-week fiscal year, we have excluded restaurant sales data for the extra week in 2009.	
 
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 UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
The following unaudited condensed consolidated pro forma financial information has been derived from the application of pro forma adjustments to our historical consolidated financial statements for our refinancing transactions that occurred in the third quarter of 2011. The unaudited condensed consolidated pro forma statement of operations for the nine months ended September 30, 2010, the year ended December 31, 2010 and the nine months ended September 30, 2011 give effect the financing transactions as if such events occurred as of January 1, 2010.
The following unaudited condensed consolidated pro forma financial information does not give effect to the completion of the spin-off. There can be no assurance that the spin-off will be consummated. For a more detailed discussion of the spin-off, see “The Spin-Off.”
The unaudited condensed consolidated pro forma financial statements should be read in conjunction with our historical consolidated financial statements and notes thereto that are included elsewhere in this information statement. The unaudited condensed consolidated pro forma information does not include all disclosures required by GAAP.
Pro forma adjustments to historical financial information include adjustments that we deem reasonable and appropriate and are factually supported based on currently available information. These unaudited condensed consolidated pro forma financial statements are included for comparative purposes only, and may not be indicative of what actual results would have been had this offering and the other financing transactions occurred on the dates described above. The unaudited condensed consolidated pro forma financial statements do not purport to present our financial results for future periods.
 
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FIESTA RESTAURANT GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
Nine months ended September 30, 2011

(Dollars in thousands)	  	Historical	 	  	Pro forma
adjustments	 	 	Pro
forma	 	
Revenues:	  				  				 				
Restaurant sales	  	$	356,780	  	  				 	$	356,780	  	
Franchise royalty revenues and fees	  	 	1,242	  	  				 	 	1,242	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total revenues	  	 	358,022	  	  				 	 	358,022	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Costs and Expenses:	  				  				 				
Cost of sales	  	 	114,852	  	  				 	 	114,852	  	
Restaurant wages and related expenses (including stock-based compensation expense of $15)	  	 	96,949	  	  				 	 	96,949	  	
Restaurant rent expense	  	 	12,526	  	  				 	 	12,526	  	
Other restaurant operating expenses	  	 	47,091	  	  				 	 	47,091	  	
Advertising expense	  	 	12,361	  	  				 	 	12,361	  	
General and administrative (including stock-based compensation expense of $1,284)	  	 	27,086	  	  				 	 	27,086	  	
Depreciation and amortization	  	 	14,583	  	  				 	 	14,583	  	
Impairment and lease charges	  	 	1,016	  	  				 	 	1,016	  	
Other expense	  	 	107	  	  				 	 	107	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total operating expenses	  	 	326,571	  	  				 	 	326,571	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Income from operations	  	 	31,451	  	  				 	 	31,451	  	
Interest expense	  	 	16,338	  	  	 	9,721	(1) 	 	 	26,059	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Income before income taxes	  	 	15,113	  	  	 	(9,721	) 	 	 	5,392	  	
Provision for income taxes	  	 	5,442	  	  	 	(3,888	)(2) 	 	 	1,554	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Net income	  	$	9,671	  	  	$	(5,833	) 	 	$	3,838	  	

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FIESTA RESTAURANT GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
Nine months ended September 30, 2010

(Dollars in thousands)	  	Historical	 	  	Pro forma
adjustments	 	 	Pro
forma	 	
Revenues:	  				  				 				
Restaurant sales	  	$	328,650	  	  				 	$	328,650	  	
Franchise royalty revenues and fees	  	 	1,164	  	  				 	 	1,164	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total revenues	  	 	329,814	  	  				 	 	329,814	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Costs and expenses:	  				  				 				
Cost of sales	  	 	101,524	  	  				 	 	101,524	  	
Restaurant wages and related expenses (including stock-based compensation expense of $22)	  	 	92,304	  	  				 	 	92,304	  	
Restaurant rent expense	  	 	12,473	  	  				 	 	12,473	  	
Other restaurant operating expenses	  	 	45,683	  	  				 	 	45,683	  	
Advertising expense	  	 	12,046	  	  				 	 	12,046	  	
General and administrative (including stock-based compensation expense of $718)	  	 	23,895	  	  				 	 	23,895	  	
Depreciation and amortization	  	 	14,361	  	  				 	 	14,361	  	
Impairment and lease charges	  	 	3,713	  	  				 	 	3,713	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total operating expenses	  	 	305,999	  	  				 	 	305,999	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Income from operations	  	 	23,815	  	  				 	 	23,815	  	
Interest expense	  	 	14,918	  	  	 	7,814	(1) 	 	 	22,732	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Income before income taxes	  	 	8,897	  	  	 	(7,814	) 	 	 	1,083	  	
Provision (benefit) for income taxes	  	 	3,033	  	  	 	(3,125	)(2) 	 	 	(92	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	
Net income	  	$	5,864	  	  	$	(4,689	) 	 	$	1,175	  	

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FIESTA RESTAURANT GROUP, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
Year ended December 31, 2010

(Dollars in thousands)	  	Historical	 	  	Pro forma
adjustments	 	 	Pro
forma	 	
Revenues:	  				  				 				
Restaurant sales	  	$	437,538	  	  				 	$	437,538	  	
Franchise royalty revenues and fees	  	 	1,533	  	  				 	 	1,533	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total revenues	  	 	439,071	  	  				 	 	439,071	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Costs and Expenses:	  				  				 				
Cost of sales	  	 	135,236	  	  				 	 	135,236	  	
Restaurant wages and related expenses (including stock-based compensation expense of $28)	  	 	122,519	  	  				 	 	122,519	  	
Restaurant rent expense	  	 	16,620	  	  				 	 	16,620	  	
Other restaurant operating expenses	  	 	60,041	  	  				 	 	60,041	  	
Advertising expense	  	 	15,396	  	  				 	 	15,396	  	
General and administrative (including stock-based compensation expense of $974)	  	 	32,865	  	  				 	 	32,865	  	
Depreciation and amortization	  	 	19,075	  	  				 	 	17,105	  	
Impairment and lease charges	  	 	6,614	  	  				 	 	6,614	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total operating expenses	  	 	408,366	  	  				 	 	408,366	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Income from operations	  	 	30,705	  	  				 	 	30,705	  	
Interest expense	  	 	19,898	  	  	 	10,423	(1) 	 	 	30,321	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Income before income taxes	  	 	10,807	  	  	 	(10,423	) 	 	 	384	  	
Provision (benefit) for income taxes	  	 	3,764	  	  	 	(4,169	)(2) 	 	 	(405	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	
Net income	  	$	7,043	  	  	$	(6,254	) 	 	$	789	  	

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FIESTA RESTAURANT GROUP, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
 
(1)	Reflects total incremental interest expense of $7.8 million and $9.7 million in the nine months ended September 30, 2010 and 2011, respectively, and $10.4 million for the year ended December 31, 2010. The following table summarizes the components of total incremental interest expense for the respective periods:	

(Dollars in thousands)	  	Nine months ended
September 30,	 	 	 	 	
	  	2010	 	 	2011	 	 	December 31, 2010	 	
Interest on Fiesta Notes	  	$	13,313	  	 	$	13,313	  	 	$	17,750	  	
Amortization of deferred financing fees	  	 	1,123	  	 	 	1,123	  	 	 	1,498	  	
Reversal of previously allocated interest on amounts due to parent	  	 	(6,622	) 	 	 	(4,715	) 	 	 	(8,825	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	$	7,814	  	 	$	9,721	  	 	$	10,423	  	

(2)	The income tax benefit related to the pre-tax effects of pro forma adjustments is based an incremental tax rate of 40%.	
 
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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
The following MD&A is written to help the reader understand our company. The MD&A is provided as a supplement to, and should be read in conjunction with our Consolidated Financial Statements and the accompanying financial statement notes. The overview provides our perspective on the individual sections of MD&A, which include the following:
Company Overview —a general description of our business and our key financial measures.
Recent and Future Events Affecting Our Results of Operations —a description of recent events that affect, and future events that may affect, our results of operations.
Executive Summary —an executive review of our performance for the nine months ended September 30, 2011.
Results of Operations —an analysis of our results of operations for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010, and the years ended December 31, 2010, 2009 and 2008 including a review of material items and known trends and uncertainties.
Liquidity and Capital Resources —an analysis of historical information regarding our sources of cash and capital expenditures, the existence and timing of commitments and contingencies, changes in capital resources and a discussion of cash flow items affecting liquidity.
Application of Critical Accounting Policies – an overview of accounting policies requiring critical judgments and estimates.
Effects of New Accounting Standards —a discussion of new accounting standards and any implications related to our financial statements.
Company Overview
We own and operate two quick-casual restaurant brands, Pollo Tropical ® and Taco Cabana ® . Our Pollo Tropical restaurants offer a wide selection of tropical and Caribbean inspired food, while our Taco Cabana restaurants offer a wide selection of fresh Tex-Mex and traditional Mexican food. Our differentiated brands are positioned within the quick-casual restaurant segment, which combines the convenience and value of quick-service restaurants with the menu variety, use of fresh ingredients, food quality, decor and service more typical of casual dining restaurants. As of October 2, 2011, we owned and operated a total of 249 restaurants across six states, which included 91 Pollo Tropical and 158 Taco Cabana restaurants.
We are franchising our Pollo Tropical restaurants primarily internationally and, as of October 2, 2011, we had 30 franchised restaurants located in Puerto Rico, Ecuador, Honduras, the Bahamas, Trinidad, Venezuela and on college campuses in Florida. We also have agreements for the future development of franchised Pollo Tropical restaurants in Panama, Tobago, Aruba, Curacao, Bonaire and Costa Rica. Although we are not actively franchising our Taco Cabana restaurants, we had five Taco Cabana franchised restaurants at October 2, 2011 located in the United States.
The following is an overview of the key financial measures discussed in our results of operations:
 
 	•	 	Restaurant sales consist of food and beverage sales, net of discounts, at our company-owned and operated restaurants. Restaurant sales are influenced by menu price increases, new restaurant openings, closures of restaurants and changes in comparable restaurant sales. Restaurants are included in comparable restaurant sales after they have been open for 18 months. For comparative purposes, the calculation of the changes in comparable restaurant sales is based on a 52-week year.	
 
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 	•	 	Cost of sales consists of food, paper and beverage costs including packaging costs, less purchase discounts. Cost of sales is generally influenced by changes in commodity costs, the sales mix of items sold and the effectiveness of our restaurant-level controls to manage food and paper costs. Key commodities, including chicken and beef, are generally purchased under contracts for future periods up to one year.	
 
 	•	 	Restaurant wages and related expenses include all restaurant management and hourly productive labor costs, employer payroll taxes, restaurant-level bonuses and related benefits. Payroll and related taxes and benefits are subject to inflation, including minimum wage increases and increased costs for health insurance, workers’ compensation insurance and state unemployment insurance.	
 
 	•	 	Restaurant rent expense includes base rent and contingent rent on our leases characterized as operating leases, reduced by the amortization of gains on sale-leaseback transactions.	
 
 	•	 	Other restaurant operating expenses include all other restaurant-level operating costs, the major components of which are utilities, repairs and maintenance, real estate taxes and credit card fees.	
 
 	•	 	Advertising expense includes all promotional expenses including television, radio, billboards and other sponsorships and promotional activities.	
 
 	•	 	General and administrative expenses are comprised primarily of (1) salaries and expenses associated with the development and support of our brands and the management oversight of the operation of our restaurants; (2) legal, auditing and other professional fees and stock-based compensation expense; and (3) allocated costs based on our pro-rata share of Carrols’ expenses for executive management, administrative support services and stock-based compensation expense.	
 
 	•	 	Adjusted Segment EBITDA , which is the measure of segment profit or loss used by our chief operating decision maker for purposes of allocating resources to our segments and assessing their performance, is defined as earnings attributable to the applicable segment before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense, other income and expense and gains and losses on the extinguishment of debt. Adjusted Segment EBITDA may not be necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.	
 
 	•	 	Depreciation and amortization expense primarily includes the depreciation of fixed assets, including equipment, owned buildings and leasehold improvements utilized in our restaurants and the depreciation of assets under lease financing obligations.	
 
 	•	 	Impairment and other lease charges are determined through our assessment of the recoverability of property and equipment and intangible assets by determining whether the carrying value of these assets can be recovered over their respective remaining lives through undiscounted future operating cash flows. Impairment is reviewed whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.	
 
 	•	 	Interest expense, subsequent to August 5, 2011 consists of interest expense associated with our $200 million of 8.875% Senior Secured Second Lien Notes due 2016, borrowings under our senior secured revolving credit facility, the amortization of deferred financing costs, imputed interest expense on leases entered into in connection with sale-leaseback transactions which are accounted for as lease financing obligations and any gains and losses from the settlement of lease financing obligations. Prior to August 5, 2011, interest expense included an allocation of interest expense due to Carrols, based on amounts due to Carrols in each respective period.	
 
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Recent and Future Events Affecting our Results of Operations
Spin-off of Fiesta Restaurant Group
If the spin-off is consummated, our common stock will be distributed in the form of a pro rata dividend to the stockholders of Carrols Restaurant Group, and we would continue to own and operate our Pollo Tropical and Taco Cabana brands. Carrols Restaurant Group would continue to own and operate its franchised Burger King restaurants through its subsidiaries Carrols and Carrols LLC.
We expect to complete the spin-off in the first quarter of 2012; however there can be no assurance that we will complete the spin-off by then or at all. Our historical consolidated financial information does not reflect all of the costs and expenses that will be incurred by us as an independent company, including, but not limited to, costs related to being a public company, directors and officers life insurance and other governance related costs, external audit costs and investor relations expenses. We expect that our overall costs will increase as a result of the spin-off.
Refinancing of Outstanding Indebtedness of Carrols and Consummation of Fiesta Restaurant Group Debt Agreements
On August 5, 2011, we and Carrols LLC each entered into new and independent financing arrangements, the proceeds from which were used to distribute funds to Carrols to enable Carrols to repay its existing indebtedness, as well as to pay all related fees and expenses.
On August 5, 2011 we sold $200 million of Fiesta Notes and entered into a $25 million senior secured revolving credit facility which was undrawn at closing. Effective with the issuance of the Fiesta Notes, amounts due to Carrols at August 5, 2011 were repaid and we will be independently funding our operations including payment to Carrols for our pro-rata share for executive management and administrative support provided by Carrols to us.
In connection with the sale of $200 million of the Fiesta Notes, we and certain of our subsidiaries entered into a registration rights agreement dated as of August 5, 2011, with Wells Fargo Securities, LLC and Jefferies & Company, Inc. In general, the registration rights agreement provides that we and certain of our subsidiaries agreed to file, and cause to become effective, a registration statement with the SEC in which we offer the holders of the Fiesta Notes the opportunity to exchange such notes for newly issued notes that have terms which are identical to the Fiesta Notes that are registered under the Securities Act, which we refer to as the “exchange notes.” Under the registration rights agreement, we will be required to file a registration statement for the exchange notes with the SEC within 270 days of August 5, 2011 and will be required to consummate the exchange of the Fiesta Notes for exchange notes within 360 days of August 5, 2011.
Lease Financing Obligations
We have previously entered into sale-leaseback transactions where Carrols Restaurant Group or Carrols guaranteed our related lease payments on an unsecured basis for 66 restaurants, or is the primary lessee on five of our restaurant leases. Such leases have been accounted for as financing leases in our standalone consolidated financial statements because the Carrols guarantees are considered guarantees from a related party, a form of continuing involvement under ASC 840-40, which precludes sale-leaseback accounting in our consolidated standalone financial statements. Under the financing method, the assets remain on our balance sheet and continue to be depreciated and the proceeds we received from these transactions are recorded as a lease financing obligation. Rental payments under these leases are recorded as payments of imputed interest and deemed principal on the underlying financing obligations, rather than rent expense.
Upon the completion of the spin-off, we expect that a significant number of these financing leases will qualify for sale-leaseback accounting treatment by either the termination of Carrols’ guarantee of our lease payments upon the completion of the spin-off or, with respect to the leases in which guarantees remain, or where
 
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Carrols is the primary lessee on a limited number of our restaurant leases, the elimination of the conditions that resulted in the treatment as financing leases. Upon the completion of the spin-off, any remaining guarantees will no longer disqualify these transactions for sale-leaseback accounting due to the elimination, in accordance with ASC 840-40, of the related party relationship with Carrols. As a result of these leases qualifying for sale-leaseback treatment, we expect that our lease financing obligations will be reduced by $114.1 million upon the completion of the spin-off.
On a pro forma basis as if the qualification of these as sale-leaseback transactions (and the treatment as operating leases) occurred as of January 1, 2010, restaurant rent expense would have been $18.7 million and $18.2 million for the nine months ended September 30, 2011 and 2010, respectively; interest expense, excluding any pro forma adjustments for our refinancing transactions that occurred in the third quarter of 2011, would have been $8.6 million and $7.4 million for the nine months ended September 30, 2011 and 2010 respectively; and depreciation expense, would have been $13.0 million and $12.9 million for the nine months ended September 30, 2011 and 2010, respectively. Such pro forma financial information is included for informational purposes only, and may not be indicative of what actual financial information would have been had the lease accounting adjustments in connection with the spin-off occurred on January 1, 2010. In addition, such pro forma financial information does not purport to present our financial information or financial results for future periods. The actual effect of these leases qualifying for sale-leaseback treatment will be different as of the distribution date than the pro forma effects noted above.
Executive Summary—Operating Performance for the Nine Months Ended September 30, 2011
Total revenues increased 8.6% in the first nine months of 2011 to $358.0 million from $329.8 million in the first nine months of 2010. Comparable restaurant sales in the first nine months of 2011 increased 10.6% at our Pollo Tropical restaurants and increased 4.0% at our Taco Cabana restaurants. The comparable restaurant sales increase at our Pollo Tropical restaurants was primarily a result of higher customer traffic while the comparable sales increases at our Taco Cabana restaurants were due primarily to an increase in average check.
Restaurant operating margins in the first nine months of 2011 were negatively impacted by higher food costs at each of our restaurant brands as cost of sales, as a percentage of total restaurant sales, increased to 32.2% from 30.9%. These increases were partially offset by favorable sales mix changes as well as menu price increases taken in the last twelve months. As a percentage of total restaurant sales, restaurant wages and related expenses decreased to 27.2% in the first nine months of 2011 from 28.1% in the first nine months of 2010 due to the effect of higher sales volumes on fixed labor costs. Advertising expense, as a percentage of total restaurant sales, decreased to 3.5% in the first nine months of 2011 from 3.7% in the first nine months of 2010 as a result of higher sales volumes and lower advertising spending for our Taco Cabana restaurants due to timing. Operating results were favorably impacted by lower utility costs which, as a percentage of total restaurant sales, decreased to 3.6% in the first nine months of 2011 from 3.9% in the first nine months of 2010.
General and administrative expenses increased to $27.1 million in the first nine months of 2011 from $23.9 million in the first nine months of 2010 due primarily to higher administrative bonus accruals and higher stock-based compensation expense.
Total interest expense increased $1.4 million to $16.3 million in the first nine months of 2011 due to our refinancing activities in the third quarter which included our issuance of the Fiesta Notes.
Our effective income tax rate in the first nine months of 2011, including discrete tax adjustments, increased to 36.0% from 34.1% in the first nine months of 2010 due primarily to additional discrete tax adjustments of $0.2 million which reduced the provision for income taxes in the first nine months of 2010, compared to the first nine months of 2011.
As a result of the above, our net income increased to $9.7 million in the third quarter of 2011 from $5.9 million in the first nine months of 2010.
 
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Results of Operations
Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010
The following table sets forth, for the nine months ended September 30, 2010 and 2011, selected operating results as a percentage of consolidated restaurant sales:

 	  	2010	 	 	2011	 	
Restaurant sales:	  				 				
Pollo Tropical	  	 	42.3	% 	 	 	43.9	% 	
Taco Cabana	  	 	57.7	% 	 	 	56.1	% 	
	  	 	 	 	 	 	 	 	
Total restaurant sales	  	 	100.0	% 	 	 	100.0	% 	
Costs and expenses:	  				 				
Cost of sales	  	 	30.9	% 	 	 	32.2	% 	
Restaurant wages and related expenses	  	 	28.1	% 	 	 	27.2	% 	
Restaurant rent expense	  	 	3.8	% 	 	 	3.5	% 	
Other restaurant operating expenses	  	 	13.9	% 	 	 	13.2	% 	
Advertising expense	  	 	3.7	% 	 	 	3.5	% 	
General and administrative	  	 	7.3	% 	 	 	7.6	% 	
Since the beginning of 2010 through the third quarter of 2011, we have opened four new Pollo Tropical restaurants and five new Taco Cabana restaurants. During the same period we closed four Pollo Tropical restaurants and three Taco Cabana restaurants.
Restaurant Sales. Total restaurant sales in the first nine months of 2011 increased 8.6% to $356.8 million from $328.7 million in the first nine months of 2010.
Pollo Tropical restaurant sales in the first nine months of 2011 increased 12.7% to $156.5 million due primarily to an increase in comparable restaurant sales of 10.6% resulting from a 9.3% increase in customer traffic and a 1.3% increase in average check, compared to the first nine months of 2010. The effect of menu price increases in 2011 was 1.1%. In addition, four restaurants opened since the beginning of 2010 contributed $4.5 million in additional sales in the first nine months of 2011.
Taco Cabana restaurant sales in the first nine months of 2011 increased 5.5% to $200.2 million due primarily to a 4.0% increase in comparable restaurant sales resulting from an increase in average check of 3.8% and an increase in customer traffic of 0.2%, compared to the first nine months of 2010. The effect of menu price increases in 2011 has been 2.8%. In addition, five restaurants opened since the beginning of 2010 contributed $3.9 million in additional sales in the first nine months of 2011.
Pollo Tropical Operating Costs and Expenses (percentages stated as a percentage of Pollo Tropical restaurant sales). Pollo Tropical cost of sales increased to 33.3% in the first nine months of 2011 from 32.3% in the first nine months of 2010 due primarily to higher commodity prices (1.4%), including chicken (0.8%) and fuel surcharges, partially offset by favorable menu item sales mix shifts and the effect of menu price increases. Pollo Tropical restaurant wages and related expenses decreased to 23.5% in the first nine months of 2011 from 24.6% in the first nine months of 2010 due primarily to the effect of higher sales volumes on fixed labor costs and lower workers compensation claim costs (0.3%). Pollo Tropical other restaurant operating expenses decreased to 12.7% in the first nine months of 2011 from 13.2% in the first nine months of 2010 due primarily to lower real estate taxes (0.4%) and the effect of higher sales volumes on other fixed operating costs. Pollo Tropical advertising expense decreased slightly to 2.7% in the first nine months of 2011 from 2.8% in the first nine months of 2010. For all of 2011 our Pollo Tropical advertising expenses are expected to be approximately 2.6% to 2.8% of Pollo Tropical restaurant sales.
 
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Taco Cabana Operating Costs and Expenses (percentages stated as a percentage of Taco Cabana restaurant sales). Taco Cabana cost of sales increased to 31.4% in the first nine months of 2011 from 29.9% in the first nine months of 2010 due primarily to higher commodity prices including beef fajita cost increases (2.0%) partially offset by the effect of menu price increases taken since the beginning of 2010. Taco Cabana restaurant wages and related expenses decreased to 30.1% in the first nine months of 2011 from 30.6% in the first nine months of 2010 due primarily to the effect of higher sales volumes on fixed labor costs and lower medical claim costs (0.2%). Taco Cabana other restaurant operating expenses decreased to 13.6% in the first nine months of 2011 from 14.4% in the first nine months of 2010 due primarily to lower utility costs (0.4%), the reduction of operating supply costs and the effect of higher sales volumes on other fixed operating costs. Taco Cabana advertising expense decreased to 4.1% in the first nine months of 2011 from 4.3% in the first nine months of 2010 due to the timing of promotions. For all of 2011 our Taco Cabana advertising expenses are expected to be approximately 3.9% to 4.1% of Taco Cabana restaurant sales.
Consolidated Restaurant Rent Expense . Restaurant rent expense, as a percentage of total restaurant sales, decreased to 3.5% in the first nine months of 2011 from 3.8% in the first nine months of 2010 due primarily to the effect of higher sales volumes on fixed rental costs.
Consolidated General and Administrative Expenses. General and administrative expenses increased $3.2 million in the first nine months of 2011 to $27.1 million and, as a percentage of total restaurant sales, increased to 7.6% from 7.3% in the first nine months of 2010 due primarily to an increase of $0.9 million in performance-based administrative bonus accruals and higher allocated stock-based compensation expense of $0.6 million. General and administrative expenses included total allocated Carrols’ corporate expenses for executive management, information systems, stock-based compensation expense and certain accounting, legal and other administrative functions of $7.4 million and $6.4 million for the first nine months of 2011 and 2010, respectively.
Adjusted Segment EBITDA. As a result of the factors above, Adjusted Segment EBITDA for our Pollo Tropical restaurants increased to $27.8 million in the first nine months of 2011 from $22.4 million in the first nine months of 2010. Adjusted Segment EBITDA for our Taco Cabana restaurants increased to $20.6 million in the first nine months of 2011 from $20.2 million in the first nine months of 2010.
Depreciation and Amortization. Depreciation and amortization expense increased to $14.6 million in the first nine months of 2011 from $14.4 million in the first nine months of 2010.
Impairment and Other Lease Charges . Impairment and other lease charges were $1.0 million in the first nine months of 2011 and included $0.6 million in other lease charges for two previously closed Pollo Tropical restaurants and $0.3 million of lease charges for a Taco Cabana restaurant that was closed in the second quarter of 2011.
Impairment and other lease charges in the first nine months of 2010 were $3.7 million and included $1.4 million of impairment charges for an underperforming Pollo Tropical restaurant, $0.3 million to reduce the fair market value of a previously impaired Pollo Tropical restaurant, impairment charges of $1.1 million for an underperforming Taco Cabana restaurant and $0.3 million to reduce the fair market value of a previously impaired Taco Cabana restaurant.
Interest Expense. Total interest expense increased $1.4 million to $16.3 million in the first nine months of 2011 due to the interest expense associated with the issuance of $200.0 million of the Fiesta Notes in the third quarter of 2011. Interest expense associated with lease financing obligations was $8.5 million in the first nine months of 2011 and $8.3 in the first nine months of 2010.
Provision for Income Taxes. The provision for income taxes for the first nine months of 2011 was derived using an estimated effective annual income tax rate for 2011, excluding discrete tax adjustments, of 37.1%. Discrete tax adjustments reduced the provision for income taxes by $0.2 million in the first nine months of 2011
 
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and resulted in an overall tax rate of 36.0%. The provision for income taxes for the first nine months of 2010 was derived using an estimated effective annual income tax rate for 2010, excluding discrete tax adjustments, of 37.7%. Including discrete tax adjustments in the first nine months of 2010 the overall tax rate was 34.1%.
Net Income. As a result of the foregoing, net income increased to $9.7 million in the first nine months of 2011 from $5.9 million in the first nine months of 2010.
Fiscal 2010 (52 Weeks) Compared to Fiscal 2009 (53 weeks)
The following table sets forth, for the years ended December 31, 2008, 2009 and 2010, selected operating results as a percentage of consolidated restaurant sales:

 	  	Year Ended December 31,	 	
 	  	2008	 	 	2009	 	 	2010	 	
Restaurant sales:	  				 				 				
Pollo Tropical	  	 	41.1	% 	 	 	41.0	% 	 	 	42.5	% 	
Taco Cabana	  	 	58.9	% 	 	 	59.0	% 	 	 	57.5	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total restaurant sales	  	 	100.0	% 	 	 	100.0	% 	 	 	100.0	% 	
Costs and expenses:	  				 				 				
Cost of sales	  	 	31.7	% 	 	 	30.7	% 	 	 	30.9	% 	
Restaurant wages and related expenses	  	 	27.4	% 	 	 	27.9	% 	 	 	28.0	% 	
Restaurant rent expense	  	 	4.0	% 	 	 	4.1	% 	 	 	3.8	% 	
Other restaurant operating expenses	  	 	14.9	% 	 	 	14.0	% 	 	 	13.7	% 	
Advertising expense	  	 	3.3	% 	 	 	3.5	% 	 	 	3.5	% 	
General and administrative expenses	  	 	7.8	% 	 	 	7.5	% 	 	 	7.5	% 	
In 2010 we opened two new Pollo Tropical restaurants and one new Taco Cabana restaurant. In 2010 we also closed two Pollo Tropical restaurants and two Taco Cabana restaurants. The 2010 fiscal year contained 52 weeks compared to 53 weeks in 2009. The effect of the additional week in 2009 resulted in additional restaurant sales of $7.2 million, operating income of approximately $1.7 million and net income of approximately $1.1 million.
Restaurant Sales.  Total restaurant sales increased in 2010 to $437.5 million from $430.5 million in 2009, which included $7.2 million of additional restaurant sales from the additional week in 2009. On a comparable 52 week basis, restaurant sales increased 3.4%.
Pollo Tropical restaurant sales were $186.0 million and increased $9.5 million in 2010, net of a $2.9 million decrease from one less week than in 2009. On a comparable 52 week basis, Pollo Tropical restaurant sales increased 7.2% due to an increase in comparable restaurant sales of 7.4% attributable to higher customer traffic. There were no menu price increases in 2010. The average check in 2010 at our Pollo Tropical restaurants decreased 3.0% which reflected the effect of menu mix changes and product promotions.
Taco Cabana restaurant sales were $251.5 million and decreased $2.5 million in 2010, including a $4.3 million decrease from one less week in 2009. On a comparable 52 week basis, Taco Cabana restaurant sales increased 0.7% due primarily to an increase in comparable restaurant sales in 2010 of 0.3% attributable to higher customer traffic. The effect of menu price increases taken in 2010 was approximately 1.2% in 2010 although our average check at our Taco Cabana restaurants decreased 0.9% in 2010 compared to 2009 reflecting the effect of menu mix changes and product promotions.
Pollo Tropical Operating Costs and Expenses (percentages stated as a percentage of Pollo Tropical restaurant sales).  Pollo Tropical cost of sales decreased to 32.3% in 2010 from 33.0% in 2009 due primarily to lower commodity prices (0.3%), including lower rice and chicken prices, and higher margins on new menu items compared to the prior year, partially offset by higher promotional discounting. Pollo Tropical restaurant wages
 
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and related expenses decreased to 24.7% in 2010 from 24.9% in 2009 due primarily to the effect of higher sales volumes on fixed labor costs partially offset by higher workers compensation claim costs (0.2%). Pollo Tropical other restaurant operating expenses decreased to 13.0% in 2010 from 13.8% in 2009 due primarily to lower utility costs (0.8%) and the effect of higher sales volumes on fixed operating costs, partially offset by higher repair and maintenance expenses associated with upgrading our restaurants (0.2%). Pollo Tropical advertising expense increased to 2.8% in 2010 from 2.7% in 2009 due to higher media spending in 2010.
Taco Cabana Operating Costs and Expenses (percentages stated as a percentage of Taco Cabana restaurant sales).  Taco Cabana cost of sales increased to 29.9% in 2010 from 29.0% in 2009 due primarily to lower margins on menu item promotions in 2010 (0.5%) and higher commodity prices, including cheese and produce, (0.5%), partially offset by the effect of menu price increases in 2010. Taco Cabana restaurant wages and related expenses increased to 30.5% in 2010 from 30.0% in 2009 due primarily to the effect of wage rate increases on relatively flat sales volumes and higher workers compensation and medical claim costs (0.3%). Taco Cabana other restaurant operating expenses increased to 14.3% in 2010 from 14.2% in 2009 as higher repair and maintenance and other related costs to upgrade our restaurants were partially offset by lower utility costs (0.2%). Taco Cabana advertising expense increased slightly to 4.1% in 2010 from 4.0% in 2009.
Consolidated Restaurant Rent Expense . Restaurant rent expense, as a percentage of total restaurant sales, decreased to 3.8% in 2010 from 4.1% in 2009 due primarily to the effect of sales increases at our Pollo Tropical restaurants on fixed rental costs.
Consolidated General and Administrative Expenses.  General and administrative expenses increased $0.7 million in 2010 to $32.9 million and, as a percentage of total restaurant sales, were 7.5% in both 2010 and 2009. The increase in 2010 was due to higher salary costs of $1.0 million. General and administrative expenses include total allocated Carrols’ corporate expenses for executive management, information systems, stock-based compensation expense and certain accounting, legal and other administrative functions of $10.1 million and $10.4 million for the years ended December 31, 2010 and 2009, respectively.
Adjusted Segment EBITDA.  As a result of the factors set forth above, Adjusted Segment EBITDA for our Pollo Tropical restaurants increased to $30.1 million in 2010 from $25.3 million in 2009. Adjusted Segment EBITDA for our Taco Cabana restaurants decreased to $27.3 million from $30.5 million in 2009.
Depreciation and Amortization.  Depreciation and amortization expense decreased to $19.1 million from $19.7 million in 2009 due primarily to lower depreciation associated with our Taco Cabana restaurants.
Impairment and Other Lease Charges . Impairment and other lease charges were $6.6 million in 2010 compared to $2.3 million in 2009. Impairment and other lease charges in 2010 related to our Pollo Tropical restaurants were $4.7 million in 2010 and included $3.2 million for three underperforming Pollo Tropical restaurants, $0.7 million to reduce the fair market value of a previously impaired Pollo Tropical restaurant and $0.7 million in additional lease charges for non-operating Pollo Tropical properties. Impairment and other lease charges in 2010 related to our Taco Cabana restaurants were $1.9 million in 2010 and included $1.1 million for an underperforming Taco Cabana restaurant, $0.3 million to reduce the fair market value of a previously impaired Taco Cabana restaurant and $0.5 million in additional lease charges for non-operating Taco Cabana restaurant properties.
Interest Expense.  Total interest expense decreased $0.5 million to $19.9 million in 2010 from $20.4 million in 2009 due to a reduction in our total outstanding indebtedness, including amounts due to Carrols, since the beginning of 2009. Interest expense on lease financing obligations increased to $10.9 million in 2010 compared to $10.6 million in 2009.
Provision for Income Taxes.  The effective tax rate for 2010 decreased to 34.8% from 37.6% in 2009 due in part to higher Work Opportunity Tax Credits in 2010 and the effect of this increase on lower consolidated pretax income in 2010 compared to 2009.
 
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Net Income.  As a result of the foregoing, net income was $7.0 million in 2010 compared to $8.4 million in 2009.
Fiscal 2009 (53 Weeks) Compared to Fiscal 2008 (52 weeks)
In 2009 we opened one new Pollo Tropical restaurant and four new Taco Cabana restaurants. In 2009 we also closed one Pollo Tropical restaurant and two Taco Cabana restaurants. The 2009 fiscal year contained 53 weeks compared to 52 weeks in 2008. The effect of the additional week in 2009 included additional restaurant sales of $7.2 million, operating income of approximately $1.7 million and net income of approximately $1.1 million.
Restaurant Sales.  Total restaurant sales increased 1.7% to $430.5 million in 2009 from $423.3 million in 2008. On a comparable 52 week basis, restaurant sales were essentially flat compared to 2008.
Pollo Tropical restaurant sales increased $2.5 million to $176.5 million in 2009 due primarily to the net addition of seven new Pollo Tropical restaurants since the beginning of 2008, which contributed $3.1 million in additional restaurant sales in 2009, and the additional week in 2009. These increases were partially offset by a decrease in comparable restaurant sales of 1.3% primarily from a decrease in average check. The effect in 2009 of menu price increases taken in 2008 was approximately 3.8% although our average check decreased approximately 1.4% in 2009 compared to 2008 reflecting the effect of menu mix changes and the effect of product promotions.
Taco Cabana restaurant sales increased $4.6 million to $254.0 million in 2009 due primarily to the net increase of nine Taco Cabana restaurants since the beginning of 2008, which contributed $9.4 million of additional restaurant sales in 2009, and the additional week in 2009. These increases were partially offset by a 3.7% decrease in comparable restaurant sales in 2009 attributable primarily to lower customer traffic. The effect in 2009 of menu price increases taken in 2008 was approximately 4.1% in 2009 although our average check decreased approximately 0.4% in 2009 compared to 2008 reflecting the effect of menu mix changes and product promotions, particularly in the second half of 2009.
Pollo Tropical Operating Costs and Expenses (percentages stated as a percentage of Pollo Tropical restaurant sales).  Cost of sales decreased to 33.0% in 2009 from 33.3% in 2008 due primarily to the effect of menu price increases taken in 2008 substantially offset by higher chicken commodity prices (0.2%) and higher prices of other commodities including plantains, rice and black beans (0.7%). Restaurant wages and related expenses decreased slightly to 24.9% in 2009 from 25.0% in 2008 due primarily to lower workers compensation claim costs (0.4%) partially offset by higher medical claim costs (0.2%). Other restaurant operating expenses decreased to 13.8% in 2009 from 14.7% in 2008 due primarily to lower repair and maintenance expenses (0.5%) and lower utility costs (0.1%). Advertising expense increased slightly to 2.7% in 2009 from 2.6% in 2008.
Taco Cabana Operating Costs and Expenses (percentages stated as a percentage of Taco Cabana restaurant sales) . Cost of sales decreased to 29.0% in 2009 from 30.6% in 2008 due primarily to the effect of menu price increases taken in 2008, lower commodity prices for cheese (0.9%) and less product waste from increased food controls (0.3%) partially offset by increases in the price of other commodities including produce (0.7%). Restaurant wages and related expenses increased to 30.0% in 2009 from 29.1% in 2008 due primarily to higher medical and workers compensation claim costs (0.5%) and the effect of lower sales volumes on fixed labor costs. Other restaurant operating expenses decreased to 14.2% in 2009 from 15.1% in 2008 due primarily to lower utility costs (0.5%), lower repair and maintenance expenses (0.2%) and lower security related costs. Advertising expense increased to 4.0% in 2009 from 3.7% in 2008 due to increased media spending in 2009.
Consolidated Restaurant Rent Expense . Restaurant rent expense, as a percentage of total restaurant sales, increased to 4.1% in 2009 from 4.0% in 2008 due primarily to sale-leaseback transactions completed since the beginning of 2008 and from the effect of lower sales volumes on fixed rental costs.
 
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Consolidated General and Administrative Expenses.  General and administrative expenses decreased $0.9 million in 2009 to $32.1 million and, as a percentage of total restaurant sales, were 7.5% in 2009 and 7.8% in 2008. This decrease was due to lower salaries of $0.8 million and from other cost reduction initiatives implemented in late 2008. General and administrative expenses include allocated Carrols’ corporate expenses for executive management, information systems, stock-based compensation expense and certain accounting, legal and other administrative functions of $10.4 million and $10.1 million for the years ended December 31, 2009 and 2008, respectively.
Adjusted Segment EBITDA.  As a result of the factors set forth above, Adjusted Segment EBITDA for our Pollo Tropical restaurants increased to $25.3 million in 2009 from $22.8 million in 2008. Adjusted Segment EBITDA for our Taco Cabana restaurants increased to $30.5 million in 2009 from $25.7 million in 2008.
Depreciation and Amortization.  Depreciation and amortization expense increased to $19.7 million in 2009 compared to $18.2 million in 2008 due to increased depreciation from the opening of additional restaurants in 2008 and 2009.
Impairment and Other Lease Charges . Impairment and other lease charges were $2.3 million in 2009 and consisted primarily of a $1.9 million impairment charge associated with an underperforming Pollo Tropical restaurant and $0.3 million in other lease charges related to the closing of a Pollo Tropical restaurant. Impairment and other lease charges were $5.4 million in 2008.
Interest Expense.  Total interest expense decreased $1.5 million to $20.4 million in 2009 from $21.9 million in 2008 due in part to lower interest rates incurred on our indebtedness to Carrols, resulting from lower interest rates on their LIBOR based borrowings under their senior credit facility and a reduction in our total outstanding indebtedness, including amounts due to Carrols. Interest expense on lease financing obligations increased to $10.6 million in 2009 compared to $10.0 million in 2008.
Provision for Income Taxes.  The effective tax rate for 2009, including discrete tax items, was 37.6%. The effective tax rate for 2008, including discrete tax items, was 45.3%. The higher tax rate in 2008 was attributable to the effect of non-deductible stock compensation expense on lower pretax income.
Net Income.  As a result of the foregoing, net income was $8.4 million in 2009 compared to $1.3 million in 2008.
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.	
Since 2009, our spending on new restaurant development was limited in order to utilize our free cash flow to reduce Carrols outstanding indebtedness and financial leverage as well as reduce our amounts due to Carrols. We have continued to moderate new restaurant growth in 2011.
On August 5, 2011, we and Carrols LLC each entered into new and independent financing arrangements, the proceeds from which were used to distribute funds to Carrols to enable Carrols to repay its existing indebtedness, as well as to pay accrued interest and all related fees and expenses. On August 5, 2011 we sold $200 million of the Fiesta Notes and entered into a $25 million senior secured revolving credit facility which was undrawn at closing.
 
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Interest payments under our debt obligations, capital expenditures and payments related to our lease obligations represent significant liquidity requirements for us. We believe cash generated from our operations, availability of borrowing under our revolving credit facility and proceeds from anticipated sale-leaseback transactions will provide sufficient cash availability to cover our anticipated working capital needs, capital expenditures and debt service requirements for the next twelve months.
Operating Activities . Net cash provided from operating activities for the first nine months of 2011 increased $6.6 million to $31.3 million from $24.6 million in the first nine months of 2010, due primarily to a reduction in the changes in the components of net working capital, including deferred income taxes, of $4.8 million, and an increase in net income, adjusted for non-cash items including depreciation and amortization, impairment and other lease charges and stock-based compensation expense.
Net cash provided from operating activities for the years ended December 31, 2010, 2009 and 2008 was $32.5 million, $33.2 million and $26.3 million, respectively. Net cash provided by operating activities in the 2010 decreased $0.7 million compared to 2009 due primarily to an increase in the components of working capital, including deferred tax assets. Net cash provided by operating activities in 2009 increased $6.9 million compared to 2008 due primarily to an increase in net income and a decrease in the components of net working capital of $2.8 million, attributable to higher bonus accruals.
Investing Activities. Net cash used for investing activities in the first nine months of 2011 and 2010 was $9.9 million and $15.6 million, respectively, and for the years ended December 31, 2010, 2009 and 2008 was $21.4 million, $17.3 million and $44.1 million, respectively.
Capital expenditures are the largest component of our investing activities and include: (1) new restaurant development, which may include the purchase of real estate; (2) restaurant remodeling, which includes the renovation or rebuilding of the interior and exterior of our existing restaurants; (3) other restaurant capital expenditures, which include capital maintenance expenditures for the ongoing reinvestment and enhancement of our restaurants; and (4) corporate and restaurant information systems including expenditures in 2009 and 2008 for new point-of-sale systems for all of our Pollo Tropical and Taco Cabana restaurants, respectively.
 
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The following table sets forth our capital expenditures for the periods presented (in thousands):

 	  	Pollo
Tropical	 	  	Taco
Cabana	 	  	Consolidated	 	
Nine Months Ended September 30, 2011	  				  				  				
New restaurant development	  	$	3,075	  	  	$	6,932	  	  	$	10,007	  	
Restaurant remodeling	  	 	2,281	  	  	 	1,211	  	  	 	3,492	  	
Other restaurant capital expenditures (1)	  	 	1,567	  	  	 	2,117	  	  	 	3,684	  	
Corporate and restaurant information systems	  	 	421	  	  	 	93	  	  	 	514	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total capital expenditures	  	$	7,344	  	  	$	10,353	  	  	$	17,697	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Number of new restaurant openings	  	 	2	  	  	 	4	  	  	 	6	  	
				
Nine Months Ended September 30, 2010	  				  				  				
New restaurant development	  	$	4,331	  	  	$	3,183	  	  	$	7,514	  	
Restaurant remodeling	  	 	1,573	  	  	 	2,819	  	  	 	4,392	  	
Other restaurant capital expenditures (1)	  	 	1,763	  	  	 	2,259	  	  	 	4,022	  	
Corporate and restaurant information systems	  	 	52	  	  	 	53	  	  	 	105	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total capital expenditures	  	$	7,719	  	  	$	8,314	  	  	$	16,033	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Number of new restaurant openings	  	 	—  	  	  	 	1	  	  	 	1	  	
				
Year Ended December 31, 2010:	  				  				  				
New restaurant development	  	$	5,832	  	  	$	5,550	  	  	$	11,382	  	
Restaurant remodeling	  	 	1,733	  	  	 	4,952	  	  	 	6,685	  	
Other restaurant capital expenditures (1)	  	 	2,326	  	  	 	2,852	  	  	 	5,178	  	
Corporate and restaurant information systems	  	 	90	  	  	 	63	  	  	 	153	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total capital expenditures	  	$	9,981	  	  	$	13,417	  	  	$	23,398	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Number of new restaurant openings	  	 	2	  	  	 	1	  	  	 	3	  	
				
Year Ended December 31, 2009:	  				  				  				
New restaurant development	  	$	660	  	  	$	7,129	  	  	$	7,789	  	
Restaurant remodeling	  	 	510	  	  	 	1,534	  	  	 	2,044	  	
Other restaurant capital expenditures (1)	  	 	1,117	  	  	 	2,453	  	  	 	3,570	  	
Corporate and restaurant information systems	  	 	2,663	  	  	 	61	  	  	 	2,724	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total capital expenditures	  	$	4,950	  	  	$	11,177	  	  	$	16,127	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Number of new restaurant openings	  	 	1	  	  	 	4	  	  	 	5	  	
				
Year Ended December 31, 2008:	  				  				  				
New restaurant development	  	$	13,316	  	  	$	17,928	  	  	$	31,244	  	
Restaurant remodeling	  	 	3,415	  	  	 	506	  	  	 	3,921	  	
Other restaurant capital expenditures (1)	  	 	2,339	  	  	 	2,442	  	  	 	4,781	  	
Corporate and restaurant information systems	  	 	283	  	  	 	3,943	  	  	 	4,226	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total capital expenditures	  	$	19,353	  	  	$	24,819	  	  	$	44,172	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Number of new restaurant openings	  	 	7	  	  	 	10	  	  	 	17	  	
 
(1)	Excludes restaurant repair and maintenance expenses included in other restaurant operating expenses in our consolidated financial statements. For the first nine months of 2011 and 2010, total restaurant repair and maintenance expenses were approximately $8.0 million and $7.2 million, respectively. For the years ended December 31, 2010, 2009 and 2008, these restaurant repair and maintenance expenses were approximately $9.5 million, $8.9 million and $10.3 million, respectively.	
For 2011 we anticipate that total capital expenditures will range from $22 million to $23 million, although the actual amount of capital expenditures may differ from these estimates. In 2011 we plan to have opened a total of six new Pollo Tropical and Taco Cabana restaurants, all of which were open at the end of the third quarter.
 
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Capital expenditures for all of 2011 are expected to include approximately $12 million for the development of new restaurants and purchase of related real estate. Capital expenditures in 2011 also are expected to include expenditures of approximately $9 million to $10 million for the ongoing reinvestment in our restaurant concepts for remodeling costs and capital maintenance expenditures and approximately $1 million of other expenditures.
Investing activities also include sale-leaseback transactions related to our restaurant properties, the net proceeds from which were $7.8 million and $1.8 million in the first nine months of 2011 and 2010, respectively, and $3.4 million in the year ended December 31, 2010. In 2009 we also sold one non-operating property for net proceeds of $0.6 million. The net proceeds from these sales prior to August 5, 2011 were used to reduce amounts due to Carrols. In the first nine months of 2010 we purchased one restaurant property for $1.3 million for future sale in a sale-leaseback transaction and for the years ended December 31, 2010 and 2009 we had expenditures related to the purchase of restaurant properties to be sold in future sale-leaseback transactions of $1.3 million and $1.7 million, respectively.
Financing Activities. Net cash used for financing activities in the first nine months of 2011 and 2010 was $14.8 million and $10.1 million, respectively. As a result of our issuance of the Fiesta Notes, we made repayments of indebtedness to Carrols of $133.5 million in the first nine months of 2011 and a dividend payment to Carrols of $75.5 million in the third quarter of 2011. During the first nine months of 2011 we deferred $7.5 million of financing costs pertaining to our financing transactions discussed above.
During the second quarter of 2011, we entered into a sale-leaseback transaction for a restaurant property that did not qualify for sale-leaseback accounting and the net proceeds of $1.7 million were recorded as a lease financing obligation. During the third quarter of 2011 the condition that precluded sale-leaseback accounting was cured. During the first nine months of 2010 we also had proceeds from lease financing obligations of $2.4 million.
Net cash used for financing activities for the years ended December 31, 2010 and 2009 was $12.4 million, and $14.6 million, respectively due to net repayments of indebtedness to Carrols of $18.0 million and $19.0 million, respectively. During the years ended December 31, 2010 and 2009 we also had proceeds from lease financing obligations of $5.9 million and $4.6 million, respectively. For the year ended December 31, 2008 we had net cash provided from financing activities of $17.8 million due to net borrowing from Carrols of $11.9 million and proceeds from lease financing obligations of $6.3 million.
Indebtedness. At October 2, 2011, we had total long-term debt outstanding (including current portion) of $324.0 million consisting of $200.0 million of Fiesta Notes, $123.0 million of lease financing obligations and $1.0 million of capital lease obligations.
New Senior Secured Revolving Credit Facility. On August 5, 2011 we entered into a new first lien senior secured revolving credit facility providing for aggregate borrowings of up to $25.0 million (including $10.0 million available for letters of credit). Our new revolving credit facility also provides for incremental increases of up to $5.0 million, in the aggregate, to the revolving credit borrowings available under the facility, and matures on February 5, 2016. Borrowings under the facility bear interest at a per annum rate, at our option, of either (all terms as defined in the revolving credit facility):
1) the Alternate Base Rate plus the applicable margin of 2.0% to 2.75% based on our Adjusted Leverage Ratio (with an initial applicable margin set at 2.5% until the delivery of financial statements for the fourth fiscal quarter of 2011 to the agent and lenders under the revolving facility), or
2) the LIBOR Rate plus the applicable margin of 3.0% to 3.75% based on our Adjusted Leverage Ratio (with an initial applicable margin set at 3.5% until the delivery of financial statements for the fourth fiscal quarter of 2011 to the agent and lenders under the revolving facility).
Our obligations under the revolving credit facility are guaranteed by all of our material subsidiaries and are secured by a first priority lien on substantially all of our assets and those of our material subsidiaries (including a pledge of all of the capital stock and equity interests of our material subsidiaries).
 
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The revolving credit facility contains certain covenants, including, without limitation, those limiting our and our guarantor subsidiaries’ ability to, among other things, incur indebtedness, incur liens, sell or acquire assets or businesses, change the character of its business in all material respects, engage in transactions with related parties, make certain investments, make certain restricted payments or pay dividends. In addition, the revolving credit facility requires us to meet certain financial ratios, including a Fixed Charge Coverage Ratio and Adjusted Leverage Ratio (all as defined under the revolving credit facility).
Our revolving credit facility contains customary default provisions, including without limitation, a cross default provision pursuant to which it is an event of default under this facility if there is a default under any of our indebtedness having an outstanding principal amount of $2.5 million or more which results in the acceleration of such indebtedness prior to its stated maturity or is caused by a failure to pay principal when due. As of October 2, 2011, we were in compliance with the covenants under our revolving credit facility. After reserving $7.6 million for letters of credit guaranteed by the facility, $17.4 million was available for borrowing at October 2, 2011.
Fiesta Notes. On August 5, 2011, we issued $200.0 million of 8.875% Senior Secured Second Lien Notes Due 2016 pursuant to an indenture dated as of August 5, 2011 governing such notes. The Fiesta Notes mature and are payable on August 15, 2016. Interest is payable semi-annually on February 15 and August 15 with the first interest payment due on February 15, 2012. The Fiesta Notes are guaranteed by all of our material subsidiaries and are secured by second-priority liens on substantially all of our material subsidiaries assets (including a pledge of all of the capital stock and equity interests of our material subsidiaries).
The Fiesta Notes are redeemable at our option in whole or in part at any time after February 15, 2014 at a price of 104.438% of the principal amount plus accrued and unpaid interest, if any, if redeemed before February 15, 2015, 102.219% of the principal amount plus accrued and unpaid interest, if any, if redeemed after February 15, 2015 but before February 15, 2016 and 100% of the principal amount plus accrued and unpaid interest, if any, if redeemed after February 15, 2016. Prior to February 14, 2014, we may redeem some or all of the Fiesta Notes at a redemption price of 100% of the principal amount of each note plus accrued and unpaid interest, if any, and a make-whole premium. In addition, at any time prior to February 15, 2014, we may redeem up to 35% of the Fiesta Notes with the net cash proceeds from specified equity offerings at a redemption price equal to 108.875% of the principal amount of each note to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.
The indenture governing the Fiesta Notes includes certain covenants, including limitations and restrictions on us and our material subsidiaries who are guarantors under such indenture to incur additional debt, issue preferred stock, pay dividends or make distributions in respect of capital stock or make certain other restricted payments or investments, incur liens, sell assets, enter into transactions with affiliates, agree to payment restrictions affecting certain of its material subsidiaries and enter into mergers, consolidations or sales of all or substantially all of our or our material subsidiaries’ assets. These covenants are subject to certain exceptions and qualifications including, without limitation, permitting the spin-off.
The indenture governing the Fiesta Notes contains customary default provisions, including without limitation, a cross default provision pursuant to which it is an event of default under the Fiesta Notes and the indenture if there is a default under any of our indebtedness having an outstanding principal amount of $15.0 million or more which results in the acceleration of such indebtedness prior to its stated maturity or is caused by a failure to pay principal when due. We were in compliance as of October 2, 2011 with the restrictive covenants of the indenture governing the Fiesta Notes.
Until the consummation of the spin-off, the indenture governing the Fiesta Notes requires us to provide certain financial information and ratios for the last twelve months in this MD&A, all as defined in the indenture. For the twelve month period ended September 30, 2011, Consolidated EBITDAR was $80.0 million; Consolidated EBITDA was $53.4 million; the Consolidated Lease Adjusted Secured Leverage Ratio was 5.18x; and the Consolidated Fixed Charge Coverage Ratio was 1.77x.
 
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Contractual Obligations
The following table summarizes our contractual obligations and commitments as of December 30, 2010 (in thousands):

 	  	Payments due by period	 	
 	  	Total	 	  	Less than
1 Year	 	  	1 - 3
Years	 	  	3 - 5
Years	 	  	More than
5 Years	 	
 	  			  			  			  			  			
Capital lease obligations, including interest (2)	  	$	1,858	  	  	$	142	  	  	$	282	  	  	$	252	  	  	$	1,182	  	
Operating lease obligations (3)	  	 	182,946	  	  	 	16,662	  	  	 	31,513	  	  	 	28,792	  	  	 	105,979	  	
Lease financing obligations, including interest (4)	  	 	256,418	  	  	 	10,869	  	  	 	21,812	  	  	 	22,013	  	  	 	201,724	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total contractual obligations	  	$	441,222	  	  	$	27,673	  	  	$	53,607	  	  	$	51,057	  	  	$	308,885	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The following table summarizes our contractual obligations and commitments as of September 30, 2011 (in thousands):

 	  	Payments due by period	 	
 	  	Total	 	  	Less than
1 Year	 	  	1 - 3
Years	 	  	3 - 5
Years	 	  	More than
5 Years	 	
 	  			  			  			  			  			
Long-term debt obligations, including interest (1)	  	$	287,500	  	  	$	17,500	  	  	$	35,000	  	  	$	235,000	  	  	$	—  	  	
Capital lease obligations, including interest (2)	  	 	1,754	  	  	 	142	  	  	 	281	  	  	 	261	  	  	 	1,070	  	
Operating lease obligations (3)	  	 	200,495	  	  	 	17,603	  	  	 	34,290	  	  	 	31,619	  	  	 	116,983	  	
Lease financing obligations, including interest (4)	  	 	250,547	  	  	 	10,972	  	  	 	22,085	  	  	 	22,582	  	  	 	194,908	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total contractual obligations	  	$	740,296	  	  	$	46,217	  	  	$	91,656	  	  	$	289,462	  	  	$	312,961	  	

(1)	Our long-term debt at September 30, 2011 included $200.0 million of Fiesta Notes. Total interest payments on our Fiesta Notes of $87.5 million for all years presented are included at the coupon rate of 8.875%.	
(2)	Includes total interest of $0.7 million for all years presented.	
(3)	Represents aggregate minimum lease payments under operating leases. Many of our leases also require contingent rent in addition to the minimum base rent on a percentage of such sales and require expenses incidental to the use of the property, all of which are excluded from this table.	
(4)	Includes total interest of $133.4 million and $127.5 million as of December 31, 2010 and September 30, 2011, respectively, for all years presented.	
At December 31, 2010, we did not include any payments on amounts due to Carrols as there are no specified principal payments required. Effective with the issuance of the $200 million of Fiesta Notes on August 5, 2011 amounts due to Carrols of $117.1 million were repaid.
We also have not included payments we may make for workers’ compensation, general liability and employee healthcare claims for which we pay all claims, subject to annual stop-loss limitations both for individual claims and claims in the aggregate. The majority of our recorded liabilities related to self-insured employee health and insurance plans represent estimated reserves for incurred claims that have yet to be filed.
Capital Lease and Operating Lease Obligations . Refer to Note 6 of the Consolidated Financial Statements for details of our capital lease and operating lease obligations.
Lease Financing Obligations . Refer to Note 9 of the Consolidated Financial Statements for details of our lease financing obligations.
 
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements other than our operating leases, which are primarily for our restaurant properties and not recorded on our consolidated balance sheet.
Inflation
The inflationary factors that have historically affected our results of operations include increases in food and paper costs, labor and other operating expenses and energy costs. Wages paid in our restaurants are impacted by changes in the Federal and state hourly minimum wage rates. Accordingly, changes in the Federal and state hourly minimum wage rates directly affect our labor costs. 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.
Application of Critical Accounting Policies
Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant accounting policies are described in the “Significant Accounting Policies” footnote in the notes to our consolidated financial statements included elsewhere in this offering memorandum. Critical accounting estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods.
Sales recognition at our company-owned and 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, critical accounting estimates and judgments, as noted below, are inherent in the assessment and recording of accrued occupancy costs, insurance liabilities, income taxes, the valuation of goodwill and intangible assets for impairment, assessing impairment of long-lived assets and lease accounting matters. 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. Total accrued occupancy costs pertaining to closed restaurant locations was $2.0 million at September 30, 2011.
Insurance liabilities.  We are insured for workers’ compensation, general liability and medical insurance claims under policies where we pay all claims, subject to annual stop-loss limitations both for individual claims and claims in the aggregate. At September 30, 2011, we had $4.5 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 estimates and assumptions inherent in recording these insurance liabilities, including the ability to estimate the future development of incurred claims based on historical trends or the severity of the claims, differences between actual future events and prior estimates and assumptions could result in adjustments to these liabilities.
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
 
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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 any change in valuation in the period such determination is made.
Evaluation of Goodwill.  We must evaluate our recorded goodwill for impairment on an ongoing basis. We have elected to conduct our annual impairment review of goodwill assets at December 31. Our review at December 31, 2010 indicated there has been no impairment as of that date. In reviewing goodwill for impairment, we compare the net book values of our reporting units to their estimated fair values. In determining the estimated fair values of the reporting units, we employ a combination of a discounted cash flow analysis and a market-based approach. Assumptions include our anticipated growth rates and the weighted average cost of capital. The results of these analyses are corroborated with other value indicators where available, such as comparable company earnings multiples. This annual evaluation of goodwill requires us to make estimates and assumptions to determine the fair value of our reporting units including projections regarding future operating results and market values. We had two reporting units with goodwill balances as of our most recent measurement date. The fair value exceeded the carrying value of our respective reporting units by almost 70% for our Pollo Tropical restaurants and more than 50% for our Taco Cabana restaurants. These estimates may differ from actual future events and if these estimates or related projections change in the future, we may be required to record impairment charges for these assets.
Impairment of Long-lived Assets.  We assess the potential impairment of long-lived assets, principally property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment at the restaurant level by comparing undiscounted future cash flows from the related long-lived assets to 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, including sales trends, labor rates, commodity costs and other operating cost assumptions. 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 of assessing fair values requires the use of estimates and assumptions, including our ability to sell the related assets and market conditions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets.
Lease Accounting.  Judgments made by management for our lease obligations include the length of the lease term, which includes the determination of renewal options that are reasonably assured. The lease term can affect the classification of a lease as capital or operating for accounting purposes, the term over which related leasehold improvements for each restaurant are amortized, and any rent holidays and/or changes in rental amounts for recognizing rent expense over the term of the lease. These judgments may produce materially different amounts of depreciation, amortization and rent expense than would be reported if different assumed lease terms were used.
We also must evaluate sales of our restaurants which occur in sale-leaseback transactions to determine the proper accounting for the proceeds of such sales either as a sale or a financing. This evaluation requires certain judgments in determining whether or not clauses in the lease or any related agreements constitute continuing involvement. For those sale-leasebacks that are accounted for as financing transactions, we must estimate our incremental borrowing rate, or another rate in cases where the incremental borrowing rate is not appropriate to utilize, for purposes of determining interest expense and the resulting amortization of the lease financing obligation. Changes in the determination of the incremental borrowing rates or other rates utilized in connection with the accounting for lease financing transactions could have a significant effect on the interest expense and underlying balance of the lease financing obligations.
 
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Effects of New Accounting Standards
In September 2011, the Financial Accounting Standards Board issued guidance on testing goodwill for impairment. The guidance provides entities an option to perform a “qualitative” assessment to determine whether further impairment testing is necessary. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, provided that the entity has not yet performed its 2011 annual impairment test or issued its financial statements. We are evaluating the impact of this guidance on our annual testing for goodwill impairment.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk . We are exposed to market risk associated with fluctuations in interest rates, primarily limited to our revolving credit facility, which is currently undrawn. Borrowings under the revolving credit facility bear interest at a per annum rate, at our option, of either (all terms as defined in the revolving credit facility):
1) the Alternate Base Rate plus the applicable margin of 2.0% to 2.75% based on our Adjusted Leverage Ratio (with an initial applicable margin set at 2.5% until the delivery of financial statements for the fourth fiscal quarter of 2011 to the agent and lenders under the revolving credit facility), or
2) the LIBOR Rate plus the applicable margin of 3.0% to 3.75% based on our Adjusted Leverage Ratio (with an initial applicable margin set at 3.5% until the delivery of financial statements for the fourth fiscal quarter of 2011 to the agent and lenders under the revolving credit facility).
Commodity Price Risk . We purchase certain products which are affected by commodity prices and are, therefore, subject to price volatility caused by weather, market conditions and other factors which are not considered predictable or within our control. Although many of the products purchased are subject to changes in commodity prices, certain purchasing contracts or pricing arrangements have been negotiated in advance to minimize price volatility. Where possible, we use these types of purchasing techniques to control costs as an alternative to using financial instruments to hedge commodity prices. In many cases, we believe we will be able to address commodity cost increases that are significant and appear to be long-term in nature by adjusting our menu pricing. However, long-term increases in commodity prices may result in lower restaurant-level operating margins.
 
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 BUSINESS
Overview
Our Company
We own and operate two quick-casual restaurant brands, Pollo Tropical and Taco Cabana. Our Pollo Tropical restaurants offer a wide selection of tropical and Caribbean inspired food, while our Taco Cabana restaurants offer a wide selection of fresh Tex-Mex and traditional Mexican food. Our brands are differentiated and positioned within the value oriented quick-casual restaurant segment, which combines the convenience of quick-service restaurants with the menu variety, use of fresh ingredients, food quality and service more typical of casual dining restaurants. As of September 30, 2011, we owned and operated a total of 249 restaurants located in six states, which included 91 Pollo Tropical and 158 Taco Cabana restaurants. We are franchising our Pollo Tropical restaurants primarily internationally, and as of September 30, 2011, we had 30 franchised Pollo Tropical restaurants located in Puerto Rico, Ecuador, Honduras, Trinidad, Venezuela, the Bahamas and on three college campuses in Florida. We also have agreements for the future development of franchised Pollo Tropical restaurants in Panama, Tobago, Aruba, Curacao, Bonaire and Costa Rica. Although we are not presently franchising our Taco Cabana restaurants, as of September 30, 2011, we had five Taco Cabana franchised restaurants located in the United States.
Currently, we are an indirect wholly-owned subsidiary of Carrols Restaurant Group. Carrols Restaurant Group, through its wholly-owned subsidiaries Carrols and Carrols LLC, is the largest Burger King franchisee, based on number of restaurants. The common stock of Carrols Restaurant Group is listed on The NASDAQ Global Market under the symbol “TAST.” Following the spin-off, we will be an independent publicly traded company and Carrols Restaurant Group will not retain any direct or indirect ownership interest in us.
For the fiscal year ended December 31, 2010 and the nine months ended September 30, 2011, we generated consolidated revenues of $439.1 million and $358.0 million, respectively. Comparable restaurant sales for 2010 and the nine months ended September 30, 2011 increased 7.4% and 10.6%, respectively, for Pollo Tropical and 0.3% and 4.0%, respectively, for Taco Cabana.
Our Brands .  Our restaurants operate in the quick-casual restaurant segment, combining the convenience and value of quick-service restaurants with the menu variety, use of fresh ingredients and food quality more typical of casual dining restaurants. Our company-owned Pollo Tropical and Taco Cabana restaurants generated average annual sales per restaurant of approximately $2,056,000 and $1,616,000 for the fiscal year ended December 31, 2010, respectively, which we believe are among the highest in the quick-casual and quick-service segments.
Pollo Tropical:  Our Pollo Tropical restaurants offers tropical and Caribbean inspired menu items, featuring grilled chicken marinated in our proprietary blend of tropical fruit juices and spices. Our diverse menu also includes a line of “TropiChops ® ” (a casserole bowl of grilled chicken, pork or vegetables served on top of white rice and beans topped with freshly made salsa), a variety of chicken sandwiches, wraps, salads, roast pork, grilled ribs and wings, offered with an array of freshly made salsas, sauces and Caribbean style “made from scratch” side dishes, including black beans and rice, Yucatan fries and sweet plantains, as well as more traditional menu items such as french fries, corn and tossed and Caesar salads. We also offer uniquely Hispanic desserts, such as flan and tres leches. Most menu items are made fresh daily in each of our Pollo Tropical restaurants, which feature open display cooking on large, open flame grills that enable our customers to observe the fresh preparation of our food. Our Pollo Tropical restaurants feature our signature dining areas, designated to create an airy, inviting and tropical atmosphere. Additionally our Pollo Tropical restaurants provide our guests the option of take-out, as well as the convenience of drive-thru windows.
Pollo Tropical opened its first restaurant in 1988 in Miami, Florida. Carrols acquired the Pollo Tropical brand in 1998. As of September 30, 2011, we owned and operated a total of 91 Pollo Tropical restaurants, of which 85 were located in Florida, one was located in Georgia and five were located in New Jersey. For the
 
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nine months ended September 30, 2011, the average sales transaction at our company-owned Pollo Tropical restaurants was $9.55 reflecting, in part, strong dinner and late night traffic, with dinner and late night sales representing the largest day-part at 53.5%. We are franchising our Pollo Tropical restaurants primarily internationally, and as of September 30, 2011, we had 30 franchised Pollo Tropical restaurants located in Puerto Rico, Ecuador, Honduras, Trinidad, Venezuela, the Bahamas and on three college campuses in Florida. We also have agreements for the future development of franchised Pollo Tropical restaurants in Panama, Tobago, Aruba, Curacao, and Bonaire. For the fiscal year ended December 31, 2010 and the nine months ended September 30, 2011, our Pollo Tropical brand generated revenues of $187.3 million and $157.6 million, respectively, and Adjusted Segment EBITDA of $30.1 million and $27.8 million, respectively.
Our Pollo Tropical restaurants typically feature high ceilings, large windows, tropical plants, light colored woods, decorative tiles, a visually distinctive exterior entrance tower, lush landscaping and other signature architectural features, all designed to create an airy, inviting and tropical atmosphere. We design our restaurants to conveniently serve a high volume of customer traffic while retaining an inviting, casual atmosphere.
Our Pollo Tropical restaurants are generally open for lunch, dinner and late night orders seven days per week from 11:00 am to midnight and offer sit-down dining, counter take-out and drive-thru service. Our menu offers a variety of portion sizes to accommodate a single customer, family or large group. Pollo Tropical restaurants also offer catering, with special prices and portions to serve parties in excess of 25 people.
In 2010, Pollo Tropical completed the enhancement of its out of core market brand positioning at 13 locations in the Florida west coast, Orlando and Northeast markets. The enhanced positioning provides customers an elevated quick-casual experience in order to better position the brand for successful and sustainable growth in the future. In addition to restaurant remodeling, enhancements included free table service, hand held menus, Wi-Fi, new menu items, serving wine and beer at certain locations and the addition of real plates and silverware. In the fourth quarter of 2010, two locations opened with the elevated service model bringing the total enhanced locations to fifteen. We expect future out of core market openings to have these enhancements.
Our Pollo Tropical restaurants typically provide seating for 80 to 100 customers and have drive-thru windows. As of September 30, 2011, substantially all of our company-owned Pollo Tropical restaurants were freestanding buildings. Our typical freestanding Pollo Tropical restaurant ranges from 2,800 to 3,200 square feet.
Taco Cabana:  Our Taco Cabana restaurants serve fresh Tex-Mex and traditional Mexican food, including flame grilled beef and chicken fajitas served on sizzling iron skillets, quesadillas, hand rolled flautas, enchiladas, burritos, tacos, fresh-made flour tortillas, a selection of “made from scratch” salsas and sauces, customizable salads served in a Cabana bowl, traditional Mexican and American breakfasts and other Tex-Mex dishes. Our Taco Cabana restaurants also offer a variety of beverage choices, including frozen margaritas and beer. Most of the menu items offered at Taco Cabana are prepared at each restaurant from fresh beef, chicken and produce delivered by suppliers. Our Taco Cabana restaurants feature interior, semi-enclosed and patio dining areas, which provide a vibrant decor and relaxing atmosphere. Additionally, our Taco Cabana restaurants provide our guests the option of take-out, as well as the convenience of drive-thru windows.
Taco Cabana pioneered the Mexican patio café concept with its first restaurant in San Antonio, Texas in 1978. Carrols acquired the Taco Cabana brand in 2000. As of September 30, 2011, we owned and operated 158 Taco Cabana restaurants located in Texas, Oklahoma and New Mexico, of which 151 were located in Texas. A majority of our Taco Cabana restaurants are open 24 hours a day, generating balanced customer traffic and restaurant sales across multiple day-parts with dinner sales representing the largest day-part at 39.4% for the nine months ended September 30, 2011. For the nine months ended September 30, 2011, the average sales transaction at our company-owned Taco Cabana restaurants was $8.18. Although we are not actively franchising our Taco Cabana restaurants, we had five franchised Taco Cabana restaurants as
 
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of September 30, 2011. For the fiscal year ended December 31, 2010 and the nine months ended September 30, 2011, our Taco Cabana brand generated revenues of $251.8 million and $200.5 million, respectively and Adjusted Segment EBITDA of $27.3 million and $20.6 million, respectively.
Our typical freestanding Taco Cabana restaurants average approximately 3,200 square feet (exclusive of the exterior dining area) and provide seating for approximately 80 customers, with additional outside patio seating for approximately 50 customers. As of September 30, 2011, substantially all of our company-owned Taco Cabana restaurants were freestanding buildings. Taco Cabana restaurants are distinctive in appearance, conveying a Mexican theme and permitting easy identification by passing motorists. Our Taco Cabana restaurants feature rounded fronts, as well as Southwest accents such as a clay tile roof, heavy wood beams and a trellis that shades the patio area, and the use of bright colors. In 2010 we began initiatives to enhance the Taco Cabana concept in certain existing markets to provide customers an elevated quick-casual experience and better position the brand for successful and sustainable growth. In addition to restaurant remodeling, enhancements included free table service, hand held menus, Wi-Fi and new menu items. As of September 30, 2011, we had upgraded a total of 36 Taco Cabana restaurants in Texas which included 34 locations in the Dallas market, one location in College Station and one location in Corpus Christi. During the remainder of 2011 and 2012, we plan to upgrade all of our 19 locations in the Austin market as a continuation of our brand positioning efforts.
Taco Cabana’s interior restaurant design features open display cooking that enables customers to observe fajitas cooking on a grill, a machine making fresh flour tortillas and the preparation of other food items. Upon entry, the customer places an order selected from an overhead menu board, proceeds down a service line to where the order is picked up, and then passes a salsa bar en route to the dining area. The distinctive salsa bar offers Taco Cabana customers freshly-prepared Tex-Mex ingredients such as salsa de fuego (made with charred peppers and tomatoes), pico de gallo and salsa (all “made from scratch” throughout the day at each restaurant), as well as cilantro, pickled jalapeno slices, crisp chopped onions and fresh sliced limes. Depending on the season, time of day and personal preference, our customers can choose to dine in the restaurant’s brightly colored and festive interior dining area or in either the semi-enclosed or outdoor patio areas.
A majority of our Taco Cabana restaurants are open 24 hours a day, although hours of operation are continually evaluated on a market and individual restaurant basis.
The Restaurant Industry
According to Technomic, in 2010 total restaurant industry revenues in the United States were approximately $361 billion. Sales in the overall U.S. restaurant industry as reported by Technomic have increased at a compound annual growth rate of 3.4% from 2000 through 2010. In 2010, 48% of food dollars were spent on food away from home and demand continues to outpace at-home dining, with food away from home projected to surpass at-home dining in 2015 according to the U.S. Department of Agriculture.
Quick-Casual Restaurants
We operate in the quick-casual restaurant segment in which the convenience of quick-service restaurants is combined with the menu variety, use of fresh ingredients and food quality more typical of casual dining. We believe that the quick-casual restaurant segment is one of the fastest growing segments of the restaurant industry. According to Technomic, 2010 sales growth for quick-casual chains in the Technomic Top 500 restaurant chains was 5.7% as compared to 1.8% for the overall Top 500 restaurant chains.
Quick-casual restaurants are primarily distinguished by the following characteristics:
 
 	•	 	Quick-service or self-service format.  Meals are purchased prior to receiving food. In some cases, payment may be made at a separate station from where the order was placed. Also, servers may bring orders to customers’ tables.	
 
 	•	 	Higher check averages than quick-service restaurants.  Technomic reports that the average check at quick-casual restaurants in 2010 was generally higher than the average check at quick-service restaurants.	
 
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 	•	 	Food prepared to order.  Customization of orders and open display cooking is common.	
 
 	•	 	Fresh ingredients.  Many concepts use the word “fresh” in concept positioning and feature descriptive menus highlighting the use of fresh ingredients.	
 
 	•	 	Broader range of menu offerings.  Typically greater variety and diversity of menu offerings relative to quick-service restaurants.	
 
 	•	 	Enhanced décor and services . Generally offer a more upscale dining atmosphere than quick-service restaurants and enhanced features such as silverware and plates.	
We believe that our brands are positioned to benefit from growing consumer demand for quick-casual restaurants because of food quality, value, differentiation of flavors and the increasing acceptance of ethnic foods. In addition, we believe our recent initiatives to enhance our Pollo Tropical and Taco Cabana restaurants in certain existing markets to provide customers an elevated quick-casual experience will better position our brands for successful and sustainable growth in new markets. We also believe that our brands will benefit from two significant demographic factors: the expected long-term population growth rates in regions in which our restaurants are currently located and the expected rate of growth of the Hispanic population in the United States, both as projected by the U.S. Census Bureau in 2010.
We believe that the quick-casual restaurant segment meets consumers’ desire for a convenient, reasonably priced restaurant experience. In addition, we believe that the consumers’ need for meals prepared outside of the home, including takeout, has increased significantly over historical levels as a result of the number of dual income households and single  parent families.
Restaurant Economics
Selected restaurant operating data for our two restaurant concepts is as follows:

 	  	Year Ended December 31,	 	
 	  	2008(1)	 	 	2009(1)	 	 	2010(1)	 	
Pollo Tropical:	  				 				 				
Average annual sales per company-owned restaurant (in thousands)	  	$	1,988	  	 	$	1,911	  	 	$	2,056	  	
Average sales transaction	  	$	9.81	  	 	$	9.67	  	 	$	9.38	  	
Drive-through sales as a percentage of total sales	  	 	42.4	% 	 	 	43.2	% 	 	 	44.4	% 	
Day-part sales percentages:	  				 				 				
Lunch	  	 	46.6	% 	 	 	46.6	% 	 	 	46.5	% 	
Dinner and late night	  	 	53.4	% 	 	 	53.4	% 	 	 	53.5	% 	
Taco Cabana:	  				 				 				
Average annual sales per company-owned restaurant (in thousands)	  	$	1,664	  	 	$	1,607	  	 	$	1,616	  	
Average sales transaction	  	$	7.89	  	 	$	7.87	  	 	$	7.80	  	
Drive-through sales as a percentage of total sales	  	 	49.9	% 	 	 	51.5	% 	 	 	51.9	% 	
Day-part sales percentages:	  				 				 				
Breakfast	  	 	17.2	% 	 	 	17.2	% 	 	 	17.4	% 	
Lunch	  	 	23.3	% 	 	 	23.3	% 	 	 	23.1	% 	
Dinner	  	 	25.8	% 	 	 	25.7	% 	 	 	25.8	% 	
Late night (9 pm to midnight)	  	 	13.2	% 	 	 	13.0	% 	 	 	13.0	% 	
Afternoon (2 pm to 5 pm)	  	 	11.8	% 	 	 	12.0	% 	 	 	12.0	% 	
Overnight (midnight to 6 am)	  	 	8.7	% 	 	 	8.8	% 	 	 	8.7	% 	

(1)	2009 was a 53-week fiscal year and 2010 and 2008 were each a 52-week fiscal year. Average annual sales for company owned or operated restaurants are derived by dividing restaurant sales for such year for the applicable segment by the average number of restaurants for the applicable segment for such year. For comparative purposes, the calculation of average annual sales per company-owned restaurant is based on a 52-week year. For purposes of calculating average annual sales per company-owned restaurant for 2009, we have excluded restaurant sales for the extra week in 2009.	
 
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Restaurant Capital Costs
The initial cost of equipment, seating, signage and other interior costs of a typical new free-standing Pollo Tropical restaurant currently is approximately $600,000 (excluding the cost of the land, building and site improvements). Generally, in our core Florida markets, the cost of land currently ranges from $900,000 to $1,100,000 and the cost of building and site improvements currently range from $950,000 to $1,250,000. In the Northeast or any other potential markets, we believe our new Pollo Tropical restaurants will have a cost for building and site improvements ranging from $1,050,000 to $1,350,000 (excluding the cost of land for those locations that we do not lease).
The initial cost of equipment, seating, signage and other interior costs of a typical new Taco Cabana restaurant currently is approximately $525,000 (excluding the cost of the land, building and site improvements). Generally, in our Texas markets, the cost of land currently ranges from $800,000 to $1,100,000 and the cost of building and site improvements currently ranges from $900,000 to $1,000,000.
With respect to development of freestanding restaurants, we generally seek to acquire the land to construct the building, and thereafter enter into an arrangement to sell and leaseback the land and building under a long-term lease. Historically, we have been able to acquire and finance many of our locations under such leasing arrangements. Where we are unable to purchase the underlying land, we enter into a long-term lease for the land and fund the construction of the building from cash generated from our operations or with borrowings under our new revolving credit facility rather than through long-term leasing arrangements.
The cost of developing and equipping new restaurants can vary significantly and depends on a number of factors, including the local economic conditions and the characteristics of a particular site. Accordingly, the cost of opening new restaurants in the future, including Pollo Tropical restaurants in new markets, may differ substantially from, and may be significantly higher than, both the historical cost of restaurants previously opened and the estimated costs above.
Seasonality
Our business is moderately seasonal due to regional weather conditions. Sales from our Pollo Tropical restaurants (primarily located in south and central Florida) are generally higher during the winter months than during the summer months. Sales from our Taco Cabana restaurants (located in Texas, Oklahoma and New Mexico) are generally higher during the summer months than during the winter months. Accordingly, we believe this seasonal impact is not material to our business as a whole because of the offsetting seasonality of our concepts.
Restaurant Locations
As of September 30, 2011, we owned and operated 91 Pollo Tropical restaurants, of which 85 were located in Florida, one was located in Georgia and five were located in New Jersey. In addition we franchised 30 Pollo Tropical restaurants as of September 30, 2011, comprised of 21 in Puerto Rico, two in Ecuador, one in Honduras, one in the Bahamas, one in Trinidad, one in Venezuela and three on college campuses in Florida.
As of September 30, 2011, we owned and operated 158 Taco Cabana restaurants and franchised five Taco Cabana restaurants located in the following states:

 	  	Owned	 	  	Franchised	 	  	Total	 	
Texas	  	 	152	  	  	 	2	  	  	 	154	  	
Oklahoma	  	 	4	  	  	 	—	  	  	 	4	  	
New Mexico	  	 	2	  	  	 	2	  	  	 	4	  	
Georgia	  	 	—	  	  	 	1	  	  	 	1	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	158	  	  	 	5	  	  	 	163	  	

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Operations
Management Structure
We conduct substantially all of our finance, marketing and operations support functions from our Pollo Tropical division headquarters in Miami, Florida, and our Taco Cabana division headquarters in San Antonio, Texas, and our executive management and corporate support functions from our corporate support center in Syracuse, New York. Our management team will be led by Tim Taft, who will continue to serve as our Chief Executive Officer and President. Mr. Taft was hired in August 2011 and succeeded Alan Vituli as our Chief Executive Officer, with Mr. Vituli remaining as our Chairman of the Board. Joseph A. Zirkman, currently the Vice President, General Counsel and Secretary of Carrols Restaurant Group and Fiesta Restaurant Group, will remain as the Vice President, General Counsel and Secretary of Fiesta Restaurant Group and, effective as of the distribution date, will resign all of his positions at Carrols Restaurant Group. Paul R. Flanders, currently the Vice President, Chief Financial Officer and Treasurer of Carrols Restaurant Group and Fiesta Restaurant Group, and Timothy J. LaLonde, currently the Vice President and Controller of Carrols Restaurant Group and Fiesta Restaurant Group, will each resign all of their respective positions at Fiesta Restaurant Group effective as of the distribution date and will provide services to Fiesta Restaurant Group as may be required pursuant to the transition services agreement. Mr. Flanders will serve as our interim Chief Financial Officer effective the distribution date until such time as we hire a permanent Chief Financial Officer. Our Executive Vice Presidents of Pollo Tropical and Taco Cabana have been with Carrols for over 30 years and in their current positions since 2003 and 2002, respectively. These two executives currently report to our Chief Executive Officer and President. Our Executive Vice Presidents of Pollo Tropical and Taco Cabana will resign as executive officers of Carrols Restaurant Group effective as of the distribution date and will remain as executive officers of Fiesta Restaurant Group. Each brand Executive Vice President is supported by a Chief Marketing Officer and a number of divisional executives with responsibility for operations, marketing, product development, purchasing, real estate and finance. Certain of our directors and executive officers after the spin-off are expected to be different. See “Management.”
Pollo Tropical restaurant operations are managed under the oversight of two Regional Directors supported by twelve district managers. Taco Cabana restaurant operations are managed under the oversight of two Regional Vice Presidents, a Regional Director and 22 district managers. For each of our concepts, a district manager is responsible for the direct oversight of the day-to-day operations of an average of approximately seven restaurants. Typically, district managers have previously served as restaurant managers at one of our restaurants. Regional directors, district managers and restaurant managers are compensated with a fixed salary plus an incentive bonus based upon the performance of the restaurants under their supervision. Typically, our restaurants are staffed with hourly employees who are typically supervised by a salaried manager and two or three salaried assistant managers.
Training
We maintain a comprehensive training and development program for all of our personnel and provide both classroom and in-restaurant training for our salaried and hourly personnel. The program emphasizes system-wide operating procedures, food preparation methods and customer service standards for each of the concepts.
Management Information Systems
Currently, our corporate management and restaurant level information systems, personnel and support are provided to us by Carrols pursuant to a management services agreement between us and Carrols. In connection with the spin-off, Carrols Restaurant Group and Carrols will continue to provide all corporate level management information system services to us, for a fee, with respect to our Pollo Tropical and Taco Cabana businesses for a limited period of time pursuant to a transition services agreement to help ensure an orderly transition following the spin-off by providing us with sufficient time to develop our own management information system infrastructure. See “Certain Relationships and Related Party Transactions.”
 
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Carrols and our management information systems, which we believe are more sophisticated than systems typically utilized by many small quick-casual/quick-service restaurant operators, provide us the ability to efficiently and effectively manage our restaurants and to ensure consistent application of operating controls at our restaurants. Historically Carrols’ size has afforded it the ability to maintain an in-house staff of information technology and restaurant systems professionals dedicated to continuously enhancing Carrols’ and our systems. In addition, these capabilities allow it to integrate newly developed restaurants and achieve greater economies of scale.
In 2008, we enhanced and upgraded our restaurant technology with the installation of new POS systems at our Taco Cabana restaurants and in 2009 we installed similar systems in our Pollo Tropical restaurants. These touch-screen point-of-sale (POS) systems are designed to facilitate accuracy and speed of order taking, are user-friendly, require limited cashier training and improve speed-of-service through the use of conversational order-taking techniques. The POS systems are integrated with PC-based applications at the restaurant that are designed to facilitate financial and management control of our restaurant operations.
These restaurant systems provide daily tracking and reporting of traffic counts, menu item sales, labor and food data including costs, and other key operating information for each restaurant. Carrols currently communicates and, after the spin-off, will continue to communicate electronically with our restaurants on a continuous basis, which enables it to collect this information for use by us or on our behalf in our corporate management systems in real-time. Carrols’ corporate administrative headquarters house web-based systems that support most of our accounting, operating and reporting systems. Carrols also currently operates a 24-hour, seven-day help desk at its corporate headquarters that enables it to provide systems and operational support to our restaurant operations as required. Among other things, these restaurant information systems provide us with the ability to:
 
 	•	 	monitor labor utilization and sales trends on a real-time basis at each restaurant, enabling the restaurant manager to effectively manage our established labor standards on a timely basis;	
 
 	•	 	reduce inventory shrinkage using restaurant-level inventory management and centralized standard costing systems;	
 
 	•	 	analyze sales and product mix data to help restaurant managers forecast production levels;	
 
 	•	 	monitor day-part drive-thru speed of service at each of the restaurants;	
 
 	•	 	systematically communicate human resource and payroll data to Carrols for efficient centralized management of labor costs and payroll processing;	
 
 	•	 	employ centralized control over price, menu and inventory management activities at the restaurant utilizing the remote management capabilities of our systems;	
 
 	•	 	take advantage of electronic commerce including the ability to place orders with suppliers and to integrate detailed invoice, receiving and product data with our inventory and Carrols’ accounting systems; and	
 
 	•	 	provide analyses, reporting and tools to enable all levels of management to review a wide-range of financial, product mix and operational data.	
Critical information from such systems is available in near real-time to our restaurant managers, who are expected to react quickly to trends or situations in their restaurant. Our district managers also receive and, after the spin-off, will continue to receive near real-time information from all restaurants under their control and have computer access to key operating data on a remote basis via Carrols’ corporate intranet. Management personnel at all levels, from the restaurant manager through senior management, utilize key restaurant performance indicators.
 
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Site Selection
We believe that the location of our restaurants is a critical component of each restaurant’s success. We evaluate potential new sites on many critical criteria including accessibility, visibility, costs, surrounding traffic patterns, competition and demographic characteristics. Our senior management determines the acceptability of all acquisition prospects and new sites, based upon analyses prepared by our real estate, financial and operations professionals.
Franchise Operations
As of September 30, 2011, we had seven franchisees operating a total of 30 Pollo Tropical restaurants, 21 of which were located in Puerto Rico, two in Ecuador, one in Honduras, one in Trinidad, one in the Bahamas, one in Venezuela and three located on college campuses in Florida. As of September 30, 2011, we had three franchisees operating a total of five Taco Cabana restaurants.
We have also entered into development agreements with three additional Pollo Tropical franchisees; one for the development of up to five franchised restaurants in Panama, one for the development of up to four restaurants in Aruba, Curacao and Bonaire and one for the development of up to ten restaurants in Venezuela. Each of these agreements provide for the development of additional restaurants in these markets, provided such franchisees maintain compliance under their respective development agreements. We believe that there are significant opportunities to expand Pollo Tropical restaurants outside of the United States and we are seeking to franchise or license the brand in additional foreign markets. Any such expansion would ideally take the form of a franchising or licensing arrangement with one or more experienced restaurant companies. We believe that there are a number of foreign markets with the requisite population, demographic and income characteristics to support this expansion, as well as consumers with a proclivity to eat foods similar to those offered by Pollo Tropical. We also believe that there are opportunities in the United States for licensing both the Pollo Tropical and Taco Cabana brands to concessionaires operating in non-traditional venues such as college campuses, airports and sports arenas.
Our development agreements generally provide for franchisees to commit to developing a specified number of restaurants within a certain geographic area within a specified time frame. The development agreements generally require franchisees to pay upon signing a portion of the franchise fees for each restaurant to be developed, with the balance of the fees due upon opening of each restaurant. All of our current franchisees pay a royalty based on restaurant sales and are required to operate their restaurants under the terms of our franchise agreement which dictate compliance with certain methods, standards and specifications developed by us, including those related to menu items, recipes, food preparation, materials, supplies, services, fixtures, furnishings, decor and signs. The franchisees have discretion to determine the prices to be charged to customers. In addition, all franchisees are required to purchase substantially all food, ingredients, supplies and materials from suppliers approved by us.
Advertising and Promotion
We believe Pollo Tropical and Taco Cabana are among the most highly recognized quick-casual restaurant brands in their respective markets of Florida and Texas. Pollo Tropical and Taco Cabana utilize an integrated, multi-level marketing approach that includes periodic chain-wide promotions, direct mail, in-store promotions, local store marketing and other strategies, including the use of radio and television advertising in their markets. Combination value meals are also utilized as well as limited time offer menu item promotions. Pollo Tropical and Taco Cabana advertise in both English and Spanish language media. As a percentage of Pollo Tropical restaurant sales, Pollo Tropical’s advertising expenditures were 2.8% in 2010, 2.7% in 2009 and 2.6% in 2008. As a percentage of Taco Cabana restaurant sales, Taco Cabana’s advertising expenditures were 4.1% in 2010, 4.0% in 2009 and 3.7% in 2008.
 
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Product Development
Pollo Tropical and Taco Cabana have separate product research and development functions, which we believe are comparable to other large multi-unit restaurant companies. These capabilities enable us to continually refine our menu offerings and develop new products for introduction in our restaurants. These functions include:
 
 	•	 	fully equipped test kitchens;	
 
 	•	 	professional culinary and quality assurance team members;	
 
 	•	 	consumer research and product testing protocols;	
 
 	•	 	uniform and detailed product specification formats; and	
 
 	•	 	product development committees that integrate marketing, operations, financial analysis and procurement.	
Pollo Tropical’s test kitchen is located in our Miami division headquarters. The facility includes cooking equipment that mirrors the capability of a Pollo Tropical restaurant and a tasting area. Permanent staff positions include a Vice President of R&D, a Senior Manager of R&D and two R&D managers.
Taco Cabana’s test kitchen is located near our San Antonio division headquarters in leased commercial space. The facility includes cooking equipment that mirrors the capability of a Taco Cabana restaurant and a tasting area. Permanent staff positions include a Director of R&D, a Corporate Chef and two staff assistants.
Suppliers and Distributors
For our Pollo Tropical and Taco Cabana restaurants, we have negotiated directly with local and national suppliers for the purchase of food and beverage products and supplies to ensure consistent quality and freshness and to obtain competitive prices. Food and supplies for both brands are ordered from approved suppliers and are shipped via distributors to the restaurants. Both brands are responsible for monitoring quality control and supervision of these suppliers and conduct inspections to observe the preparation and quality of products purchased.
For our Pollo Tropical restaurants, Performance Food Group, Inc. is our primary distributor of food and paper products under an agreement that expires on May 15, 2012. Also for our Pollo Tropical restaurants, Kelly Food Service is our primary distributor for chicken under an agreement that expires on December 31, 2011. We are currently negotiating with Kelly Food Service and we expect to enter into a new agreement with them for an additional year, but there is no assurance of our ability to do so. We also currently rely on two suppliers under agreements that expire on December 31, 2011 as our suppliers of chicken for our Pollo Tropical restaurants. We are currently negotiating with our suppliers of chicken for our Pollo Tropical restaurants and we expect to enter into a new agreement with them for an additional year, but there is no assurance of our ability to do so. Although we believe that alternative sources of chicken are available to us, if both suppliers were unable to service us, this could lead to a material disruption of service or supply until a new supplier is engaged, which could have a material adverse effect on our business.
For our Taco Cabana restaurants, SYGMA Network, Inc. (SYGMA) is our primary distributor of food and beverage products and supplies. SYGMA purchases, warehouses and distributes products for these restaurants under a distribution service agreement that expires June 30, 2014.
We rely heavily on these suppliers but, in general, if any supplier was unable to service us, we believe that we have alternative sources available to us to avoid any material disruption in service. With respect to our distributors for our Pollo Tropical and Taco Cabana restaurants, although we believe that alternative distributors are available to us, if any distributor was unable to service us, this could lead to a material disruption of service or supply until a new distributor is engaged, which could have a material adverse effect on our business.
 
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Quality Assurance
At each of our two concepts, our operational focus is closely monitored to achieve a high level of customer satisfaction via speed of service, order accuracy and quality of service. Our senior management and restaurant management staffs are principally responsible for ensuring compliance with our operating policies. We have uniform operating standards and specifications relating to the quality, preparation and selection of menu items, maintenance and cleanliness of the premises and employee conduct. In order to maintain compliance with these operating standards and specifications, we distribute to our restaurant operations management team detailed reports measuring compliance with various customer service standards and objectives, including feedback obtained directly from our customers through instructions given to them at the point of sale. The customer feedback is monitored by an independent agency and consists of evaluations of speed of service, quality of service, quality of our menu items and other operational objectives including the cleanliness of our restaurants. We also have our own customer service representatives that handle customer inquiries and complaints.
We also operate in accordance with quality assurance and health standards mandated by federal, state and local governmental laws and regulations. These standards include food preparation rules regarding, among other things, minimum cooking times and temperatures, maximum time standards for holding prepared food, food handling guidelines and cleanliness. To maintain these standards, we conduct unscheduled inspections of our restaurants. In addition, restaurant managers conduct internal inspections for taste, quality, cleanliness and food safety on a regular basis.
Trademarks
We believe that our names and logos for our brands are important to our operations. We have registered the principal Pollo Tropical and Taco Cabana logos and designs with the U.S. Patent and Trademark Office on the Principal Register as a service mark for our restaurant services. We also have secured or have applied for state and federal registrations of several other advertising or promotional marks, including variations of the Pollo Tropical and Taco Cabana principal marks, and have applied for or been granted registrations in foreign countries of the Pollo Tropical and Taco Cabana principal marks and several other marks. We intend to aggressively protect both Pollo Tropical and Taco Cabana trademarks by appropriate legal action whenever necessary. We also have secured or applied for registrations of the Pollo Tropical and Taco Cabana marks in numerous areas outside the U.S. where we are or intend to engage in franchising our brands. In certain foreign countries, we and Carrols have been involved in trademark opposition proceedings to defend our and Carrols’ rights to register certain trademarks. In that regard, we and Carrols have discovered that an individual unaffiliated with us and Carrols has registered, without our or Carrols’ knowledge, authorization or consent, a trademark in Spain and the European Community for a name and logo virtually identical to the Pollo Tropical name and logo. We and Carrols have initiated a cancellation action to declare such unauthorized trademark registration null and void. Although we and Carrols believe we and Carrols will be successful in the action, there can be no assurance in this regard.
Other than the Pollo Tropical and Taco Cabana trademarks, we have no proprietary intellectual property.
Government Regulation
Various federal, state and local laws affect our business, including various health, sanitation, fire and safety standards. Restaurants to be constructed or remodeled are subject to state and local building code and zoning requirements. In connection with the development and remodeling of our restaurants, we may incur costs to meet certain federal, state and local regulations, including regulations promulgated under the Americans with Disabilities Act.
We are subject to the federal Fair Labor Standards Act and various other federal and state laws governing such matters as:
 
 	•	 	minimum wage requirements;	
 
 	•	 	health care;	
 
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 	•	 	unemployment compensation;	
 
 	•	 	overtime; and	
 
 	•	 	other working conditions and citizenship requirements.	
A significant number of our food service personnel are paid at rates related to the federal, and where applicable, state minimum wage and, accordingly, increases in the minimum wage have increased and in the future will increase wage rates at our restaurants.
We are assessing the various provisions of the comprehensive federal health care reform law enacted in 2010, including the impact on our business of this new law as it become effective. There are no assurances that a combination of cost management and menu price increases can accommodate all of the potential increased costs associated with these regulations.
We are also subject to various federal, state and local environmental laws, rules and regulations. We believe that we conduct our operations in substantial compliance with applicable environmental laws and regulations. Our costs for compliance with environmental laws or regulations have not had a material adverse effect on our results of operations, cash flows or financial condition in the past.
Taco Cabana and Pollo Tropical are subject to alcoholic beverage control regulations that require state, county or municipal licenses or permits to sell alcoholic beverages at each location where they respectively sell alcoholic beverages. Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time. Licensing entities, authorized with law enforcement authority, may issue violations and conduct audits and investigations of the restaurant’s records and procedures. Alcoholic beverage control regulations relate to numerous aspects of the daily operations of our Taco Cabana restaurants and certain of our Pollo Tropical restaurants, including minimum age for consumption, certification requirements for employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages. These regulations also prescribe certain required banking and accounting practices related to alcohol sales and purchasing.
Our Taco Cabana restaurants and certain of our Pollo Tropical restaurants are subject to state “dram-shop” laws in the states in which they operate. Dram-shop laws provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated or minor patron. We have specific insurance that covers claims arising under dram-shop laws. However, we cannot assure you that this insurance will be adequate to cover any claims that may be instituted against us.
With respect to the franchising of Pollo Tropical and Taco Cabana restaurants, we are subject to franchise and related regulations in the U.S. and certain foreign jurisdictions where we offer and sell franchises. These regulations include obligations to provide disclosure about our two concepts, the franchise agreements and the franchise system as well as other organizational and financial information relating to our two concepts. The regulations also include obligations to register certain franchise documents in the U.S. and foreign jurisdictions, and obligations to disclose the substantive relationship between the parties to the agreements.
Competition
The restaurant industry is highly competitive with respect to price, service, location and food quality. In each of our markets, our restaurants compete with a large number of national and regional restaurant chains, as well as locally owned restaurants, offering low and medium-priced fare. We also compete with convenience stores, delicatessens and prepared food counters in supermarkets, grocery stores, cafeterias and other purveyors of moderately priced and quickly prepared foods.
We believe that:
 
 	•	 	product quality and taste;	
 
 	•	 	brand recognition;	
 
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 	•	 	convenience of location;	
 
 	•	 	speed of service;	
 
 	•	 	menu variety;	
 
 	•	 	price; and	
 
 	•	 	ambiance	
are the most important competitive factors in the quick-casual restaurant segment and that our two concepts effectively compete in that category.
Pollo Tropical’s competitors include national and regional chicken-based concepts, as well as quick-service hamburger restaurant chains and other types of quick-service and quick-casual restaurants.
Taco Cabana’s restaurants, although part of the quick-casual segment of the restaurant industry, compete in Texas, Oklahoma and New Mexico with quick-service restaurants, including those in the quick-service Mexican segment, other quick-casual restaurants and traditional casual dining Mexican restaurants. We believe that Taco Cabana’s combination of freshly prepared food, distinctive ambiance and superior service help to distinguish Taco Cabana restaurants from quick-service operators, while its price-value relationship enables it to compete favorably with more expensive casual dining Mexican restaurants.
Employees
As of September 30, 2011, we employed approximately 7,900 persons, of which approximately 200 were administrative personnel and approximately 7,700 were restaurant operations personnel. None of our  employees are covered by collective bargaining agreements. We believe that overall relations with our employees are good.
Properties
As of September 30, 2011, we owned or leased the following restaurant properties:

 	  	Owned	 	  	Leased(1)	 	  	Total(2)	 	
Restaurants:	  				  				  				
Pollo Tropical	  	 	3	  	  	 	88	  	  	 	91	  	
Taco Cabana	  	 	7	  	  	 	151	  	  	 	158	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total operating restaurants	  	 	10	  	  	 	239	  	  	 	249	  	

(1)	Includes 11 restaurants located in mall shopping centers and four in-line or storefront locations.	
(2)	Excludes restaurants operated by our Pollo Tropical and Taco Cabana franchisees. In addition, as of September 30, 2011, we had 10 properties leased to third parties and eight properties available for sale or lease.	
As of September 30, 2011, we leased 97% of our Pollo Tropical restaurants and 96% of our Taco Cabana restaurants. We typically enter into leases (including renewal options) ranging from 20 to 40 years. The average remaining term for all leases, including options, was approximately 26 years as of September 30, 2011. Generally, we have been able to renew leases, upon or prior to their expiration, at the prevailing market rates, although there can be no assurance that this will continue to occur.
Most leases require us to pay utility and water charges and real estate taxes. Certain leases also require contingent rentals based upon a percentage of gross sales of the particular restaurant that exceed specified minimums. In some of our mall locations, we are also required to pay certain other charges such as a pro rata share of the mall’s common area maintenance costs, insurance and security costs.
 
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In addition to the restaurant locations set forth under “Business—Restaurant Locations,” Carrols owns a building with approximately 25,300 square feet at 968 James Street, Syracuse, New York, which houses our executive offices and certain of our administrative operations. We also lease approximately 13,500 square feet at 7300 North Kendall Drive, 8th Floor, Miami, Florida, which houses most of our administrative operations for our Pollo Tropical restaurants. In addition, we lease approximately 17,700 square feet of office space at 8918 Tesoro Drive, Suite 200, San Antonio, Texas, which houses most of our administrative operations for our Taco Cabana restaurants.
Legal Proceedings
We are a party to various litigation matters incidental to the conduct of our business. We do not believe that the outcome of any of these matters will have a material adverse effect on our business, results of operations or financial condition.
 
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 MANAGEMENT
Executive Officers
The persons identified in the following table constitute our executive officers prior to the spin-off. Mr. Flanders, Mr. Zirkman, Mr. LaLonde, Mr. Biviano and Mr. Tunnessen are executive officers of Carrols Restaurant Group and Fiesta Restaurant Group. Effective upon the completion of the spin-off, Mr. Zirkman, Mr. Biviano and Mr. Tunnessen will resign as executive officers of Carrols Restaurant Group and remain as executive officers of Fiesta Restaurant Group. In addition, effective upon the completion of the spin-off, Mr. Flanders and Mr. LaLonde will resign as executive officers of Fiesta Restaurant Group and remain as executive officers of Carrols Restaurant Group. Mr. Flanders will serve as our interim Chief Financial Officer effective as of the distribution date until such time as we hire a permanent Chief Financial Officer.

Name	  	Age	  	Position(s)	
Tim Taft	  	53	  	Chief Executive Officer and President	
Paul R. Flanders	  	55	  	Vice President, Chief Financial Officer and Treasurer	
Joseph A. Zirkman	  	51	  	Vice President, General Counsel and Secretary	
Timothy J. LaLonde	  	55	  	Vice President, Controller	
Michael A. Biviano	  	54	  	Executive Vice President — Taco Cabana	
James E. Tunnessen	  	56	  	Executive Vice President — Pollo Tropical	
Tim Taft has been our Chief Executive Officer and President since August 2011. Mr. Taft was the Chief Executive Officer of Souper Salad, Inc., a Texas based soup and salad bar restaurant chain between 2008 and 2010. From 2005 to 2007, Mr. Taft was the Chief Executive Officer and President of Pizza Inn, Inc., a Texas based pizza restaurant chain. From 1994 to 2005, Mr. Taft held various officer and executive officer positions, including from 2001 to 2005 as President and Chief Operating Officer, of Whataburger, Inc., a Texas based hamburger restaurant chain with more than 700 locations in ten states.
Paul R. Flanders has been our Vice President, Chief Financial Officer and Treasurer since April 2011. Mr. Flanders has also been Vice President, Chief Financial Officer and Treasurer of Carrols Restaurant Group since April 1997. Before joining Carrols Restaurant Group, he was Vice President-Corporate Controller of Fay’s Incorporated, a retail chain, from 1989 to 1997, and Vice President-Corporate Controller for Computer Consoles, Inc., a computer systems manufacturer, from 1982 to 1989. Mr. Flanders was also associated with the accounting firm of Touche Ross & Co. from 1977 to 1982.
Joseph A. Zirkman has been our Vice President, General Counsel and Secretary since April 2011. Mr. Zirkman has also been Vice President and General Counsel of Carrols Restaurant Group since January 1993. He was appointed Secretary in February 1993. Before joining us, Mr. Zirkman was an associate with the New York City law firm of Baer Marks & Upham beginning in 1986.
Timothy J. LaLonde has been our Vice President and Controller since April 2011. Mr. LaLonde has also been Vice President and Controller of Carrols Restaurant Group since July 1997. Before joining Carrols Restaurant Group, he was a controller at Fay’s Incorporated, a retailing chain, from 1992 to 1997. Prior to that, he was a Senior Audit Manager with the accounting firm of Deloitte & Touche LLP, where he was employed since 1978.
Michael A. Biviano has been Executive Vice President of Taco Cabana since January 2002. Prior to that, he was Vice President — Regional Director of Operations for Carrols Restaurant Group’s Burger King restaurants since 1989, having served as a district supervisor since 1983. Mr. Biviano has been an employee of Carrols Restaurant Group and Carrols since 1973.
 
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James E. Tunnessen has been Executive Vice President of Pollo Tropical since August 2003. Prior to that he was Vice President — Regional Director of Operations for Carrols Restaurant Group’s Burger King restaurants since 1989, having served as a district supervisor from 1979. Mr. Tunnessen has been an employee of Carrols Restaurant Group and Carrols since 1971.
Board of Directors
The persons identified in the following table constitute our board of directors prior to the spin-off. The members of our board of directors are also members of the board of directors of Carrols Restaurant Group. Director nominees will be presented to our sole shareholder, Carrols, for election effective as of the distribution date. Effective as of the distribution date, Messrs. Accordino and                                      will resign from our board of directors. Tim Taft, currently our President and Chief Executive Officer, will be appointed to our board of directors effective on the distribution date.

Name	  	Age	  	Position	
Alan Vituli	  	70	  	Chairman of the Board of Directors	
Daniel T. Accordino	  	60	  	Director	
Jack A. Smith	  	76	  	Director	
Brian P. Friedman	  	56	  	Director	
Nicholas Daraviras	  	38	  	Director	
Joel M. Handel	  	75	  	Director	
Clayton E. Wilhite	  	66	  	Director	
Tim Taft	  	53	  	President, Chief Executive Officer and Director Nominee	
	  		  	Director Nominee	
	  		  	Director Nominee	
Alan Vituli has been the Chairman of our board of directors since April 2011 and was also our Chief Executive Officer from April 2011 until the appointment of Tim Taft as our Chief Executive Officer and President in August 2011. Mr. Vituli has also been the Chairman of the board of directors of Carrols Restaurant Group since 1986 and Chief Executive Officer of Carrols Restaurant Group since March 1992. Between 1983 and 1985, Mr. Vituli was employed by Smith Barney, Harris Upham & Co., Inc. as a Senior Vice President responsible for real estate transactions. From 1966 until joining Smith Barney, Mr. Vituli was associated with the accounting firm of Coopers & Lybrand, first as an employee and then for 10 years as a partner. Among the positions held by Mr. Vituli at Coopers & Lybrand was National Director of Mergers and Acquisitions. Before joining Coopers & Lybrand, Mr. Vituli was employed in a family-owned restaurant business. From 1993 through our acquisition of Pollo Tropical, Inc. in 1998, Mr. Vituli served on the board of directors of Pollo Tropical, Inc. Mr. Vituli currently serves on the board of directors of Ruth’s Hospitality Group, Inc. Pursuant to a letter agreement dated as of November 1, 2011, on December 31, 2011, Mr. Vituli will retire as Chief Executive Officer of Carrols Restaurant Group. Mr. Vituli will resign and retire as Chairman of the board of directors of Carrols Restaurant Group upon Carrols Restaurant Group naming a successor to Mr. Vituli as Chairman of the board of directors of Carrols Restaurant Group. For a period commencing on the date that Mr. Vituli ceases to be a member of the board of directors of Carrols Restaurant Group and ending on November 1, 2013, Mr. Vituli has the right to attend and observe any meeting of the Carrols Restaurant Group board of directors.
Daniel T. Accordino has been our President, Chief Operating Officer and a Director from April 2011 to August 2011. Mr. Accordino has also been President, Chief Operating Officer and a Director of Carrols Restaurant Group since February 1993. Before that, Mr. Accordino served as Executive Vice President — Operations of Carrols Restaurant Group from December 1986 and as Senior Vice President of Carrols, from April 1984. From 1979 to April 1984, he was Vice President of Carrols responsible for restaurant operations, having previously served as Assistant Director of Restaurant Operations. Mr. Accordino has been an employee of Carrols Restaurant Group and Carrols since 1972.
 
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Jack A. Smith has served as a Director since April 2011. Mr. Smith has also served as a Director of Carrols Restaurant Group since 2006. Mr. Smith is President of SMAT, Incorporated, a consulting company specializing in consumer services. Mr. Smith founded The Sports Authority, Inc., a national sporting goods chain, in 1987 where he served as Chief Executive Officer until September 1998 and as Chairman until April 1999. From 1982 until 1987, Mr. Smith served as Chief Operating Officer of Herman’s Sporting Goods. Prior to Herman’s, Mr. Smith served in executive management positions with other major retailers including Sears & Roebuck, Montgomery Ward, Jefferson Stores and Diana Shops. Mr. Smith also served on the board of directors of Darden Restaurants, Inc. and as the Chairman of the Darden Audit Committee from May 1995 through September 2009.
Brian P. Friedman has served as a Director since April 2011. Mr. Friedman has also served as a Director of Carrols Restaurant Group since July 2, 2009. Mr. Friedman has been President of Jefferies Capital Partners and its predecessors since 1997. Mr. Friedman has also been a director and executive officer of Jefferies Group, Inc. since July 2005 and Chairman of the Executive Committee of Jefferies & Company, Inc. since 2002. Mr. Friedman was previously employed by Furman Selz LLC and its successors, including serving as Head of Investment Banking and a member of its Management and Operating Committees. Prior to his 17 years with Furman Selz and its successors, Mr. Friedman was an attorney with the law firm of Wachtell Lipton Rosen & Katz. Mr. Friedman serves on several boards of directors of private portfolio companies. Aside from the board of directors of Jefferies Group, Inc., Mr. Friedman also serves on the board of the general partner on one public portfolio company, K-Sea Transportation. Pursuant to a letter dated as of July 21, 2011, Mr. Friedman will resign as a member of the board of directors of Carrols Restaurant Group effective on the distribution date. See “Certain Relationships and Related Party Transactions.”
Nicholas Daraviras has served as a Director since April 2011. Mr. Daraviras has also serviced as a Director of Carrols Restaurant Group since July 2, 2009. Mr. Daraviras is a Managing Director of Jefferies Capital Partners. Mr. Daraviras has been employed with Jefferies Capital Partners or its predecessors since 1996. Mr. Daraviras has served on the board of The Sheridan Group, Inc. since 2003 and on the board of Edgen Murray II, L.P. or its predecessors since February 2005. He also serves on several boards of directors of private portfolio companies of Jefferies Capital Partners.
Joel M. Handel has served as a Director since April 2011. Mr. Handel has also served as a Director of Carrols Restaurant Group since 2006. Since November 2008, Mr. Handel has been a partner in the law firm Seyfarth Shaw LLP. From 2001 until joining Seyfarth Shaw, Mr. Handel was a partner in the law firm of Brown Raysman Millstein Felder & Steiner LLP which merged with and became a part of Thelen Reid Brown Raysman & Steiner on December 1, 2006. From 1976 to 2001 he was managing partner of the law firm of Baer Marks & Upham LLP.
Clayton E. Wilhite has served as a Director since April 2011. Mr. Wilhite has also served as a Director of Carrols Restaurant Group since July 1997. Since January 1998, Mr. Wilhite has been with CFI Group Worldwide LLC, and was Managing Partner of its North American Group from May 1998 to December 2004 and Managing Partner of CFI Worldwide LLC from January 2005, until his retirement on December 31, 2007. Mr. Wilhite continues to be a Senior Partner and shareholder of CFI Group Worldwide LLC. From September 1998 through December 2008, Mr. Wilhite served on the board of directors of CFI Group Worldwide LLC, an international management consulting firm specializing in measuring customer satisfaction. Between 1996 and 1998, he was the Chairman of Thurloe Holdings, L.L.C. From August 1996 through our acquisition of Pollo Tropical, Inc., Mr. Wilhite served on the board of directors of Pollo Tropical, Inc. Before 1996, Mr. Wilhite was with the advertising firm of D’Arcy Masius Benton & Bowles, Inc. having served as its Vice Chairman from 1995 to 1996, as President of DMB&B/North America from 1988 to 1995, and as Chairman and Managing Director of DMB&B/St. Louis from 1985 to 1988.
For a biography of Mr. Taft, please see “—Executive Officers.”
All directors other than Messrs. Vituli, Taft and                      are expected to meet the NASDAQ listing standards for independence.
 
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Family Relationships
There are expected to be no family relationships between any of our executive officers or directors.
Composition of the Board after the Spin-off
Our board of directors currently consists of seven members and upon the completion of the spin-off will consist of seven members. Upon the completion of the spin-off, our common stock will be listed on The NASDAQ Global Market and we will be subject to the rules of The NASDAQ Stock Market. These rules require that a majority of our board of directors be independent upon the spin-off and inclusion of our shares for listing on The NASDAQ Global Market. We intend to comply with these requirements and upon the completion of the spin-off and inclusion of our shares for listing on The NASDAQ Global Market. Upon the completion of the spin-off, we will have                      independent members of our board of directors.
Classified Board.  Upon completion of the spin-off, our amended and restated certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible, each serving staggered three-year terms. As a result, approximately one third of our board of directors will be elected each year and the first election shall be held at the first annual meeting following the spin-off.
The terms of office of our board of directors will be:
 
 	•	 	Class I directors, whose initial term will expire at the annual meeting of stockholders to be held in 20                     and when their successors are duly elected and qualify;	
 
 	•	 	Class II directors, whose initial term will expire at the annual meeting of stockholders to be held in 20                     and when their successors are duly elected and qualify; and	
 
 	•	 	Class III directors, whose initial term will expire at the annual meeting of stockholders to be held in 20                     and when their successors are duly elected and qualify.	
Our initial Class I directors will be                     ; our initial Class II directors will be                     ; and our initial Class III directors will be                     .
The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board. Upon the completion of the spin-off, our amended and restated certificate of incorporation and amended and restated bylaws will provide that the number of directors shall consist of not less than three members, with the exact number to be fixed at the discretion of the board.
Committees of the Board of Directors
Effective upon the separation, the standing committees of our board of directors will consist of an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee, and a Finance Committee. Our board of directors may also establish from time to time any other committees that it deems necessary or advisable.
Audit Committee
Our Audit Committee is expected to consist of Messrs.                     , with Mr.                      serving as the Chairman of the Audit Committee. All three members of the Audit Committee will satisfy the independence requirements of Rule 10A-3 of the Exchange Act and Rule 5605 of the NASDAQ listing standards. Each prospective member of our Audit Committee is financially literate. In addition, Mr.                      will serve as our Audit Committee “financial expert” within the meaning of Item 407 of Regulation S-K of the Securities Act, and has the financial sophistication required under the NASDAQ listing standards. Our Audit Committee will, among other things:
 
 	•	 	review our annual and interim financial statements and report to be filed with the SEC;	
 
 	•	 	monitor our financial reporting process and internal control system;	
 
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 	•	 	appoint and replace our independent outside auditors from time to time, determine their compensation and other terms of engagement and oversee their work;	
 
 	•	 	oversee the performance of our internal audit function;	
 
 	•	 	conduct a review of all related party transactions for potential conflicts of interest and approve all such related party transactions;	
 
 	•	 	establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and	
 
 	•	 	oversee our compliance with legal, ethical and regulatory matters.	
The Audit Committee will have the sole and direct responsibility for appointing, evaluating and retaining our independent registered public accounting firm and for overseeing their work. All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm are approved in advance by our Audit Committee. The Audit Committee is expected to adopt a formal written Audit Committee charter that will comply with the requirements of the Exchange Act and the NASDAQ listing standards.
Compensation Committee
Our Compensation Committee is expected to consist of Messrs.                     , with Mr.                      serving as the Chairman of the Compensation Committee. All of these members of our Compensation Committee will be “independent” as defined under Rule 5605 of the NASDAQ listing standards. The purpose of our Compensation Committee will be to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our Compensation Committee will, among other things:
 
 	•	 	provide oversight on the development and implementation of the compensation policies, strategies, plans and programs for our outside directors and disclosure relating to these matters; and	
 
 	•	 	review and approve the compensation of our Chief Executive Officer and the other executive officers of us and our subsidiaries.	
The Compensation Committee may form one or more subcommittees, each of which will take such actions as shall be delegated by the Compensation Committee. The Compensation Committee is expected to adopt a formal, written Compensation Committee charter that will comply with SEC rules and regulations and the NASDAQ listing standards.
Corporate Governance and Nominating Committee
Our Corporate Governance and Nominating Committee is expected to consist of Messrs.                     , with Mr.                      serving as the Chairman of the Corporate Governance and Nominating Committee. All of these members will be “independent” as defined under Rule 5605 of the NASDAQ listing standards. Our Corporate Governance and Nominating Committee will, among other things:
 
 	•	 	establish criteria for board and committee membership and recommend to our board of directors proposed nominees for election to our board of directors and for membership on committees of our board of directors;	
 
 	•	 	make recommendations regarding proposals submitted by our stockholders; and	
 
 	•	 	make recommendations to our board of directors regarding corporate governance matters and practices.	
 
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The Corporate Governance and Nominating Committee is expected to adopt a formal, written Corporate Governance and Nominating Committee charter that will comply with SEC rules and regulations and the NASDAQ listing standards.
Finance Committee
Our Finance Committee is expected to consist of Messrs.                     , with Mr.                      serving as the Chairman of the Finance Committee. Our Finance Committee will, among other things:
 
 	•	 	review and provide guidance to our board of directors and management about policies relating to our working capital; stockholder dividends and distributions; share repurchases; significant investments; capital and debt issuances; material financial strategies and strategic investments; and other transactions or financial issues that management desires to have reviewed by the Finance Committee; and	
 
 	•	 	obtain or perform an annual evaluation of the Committee’s performance and makes applicable recommendations to our board of directors.	
Nominations For Our Board Of Directors
The Corporate Governance and Nominating Committee of our board of directors is expected to consider director candidates based upon a number of qualifications. The qualifications for consideration as a director nominee vary according to the particular area of expertise being sought as a complement to the existing composition of the Board. At a minimum, however, the Corporate Governance and Nominating Committee is expected to seek candidates for director who possess:
 
 	•	 	the highest personal and professional ethics, integrity and values;	
 
 	•	 	the ability to exercise sound judgment;	
 
 	•	 	the ability to make independent analytical inquiries;	
 
 	•	 	willingness and ability to devote adequate time, energy and resources to diligently perform Board and Board committee duties and responsibilities; and	
 
 	•	 	a commitment to representing the long-term interests of the stockholders.	
In addition to such minimum qualifications, the Corporate Governance and Nominating Committee takes into account the following factors when considering a potential director candidate:
 
 	•	 	whether the individual possesses specific industry expertise and familiarity with general issues affecting our business; and	
 
 	•	 	whether the person would qualify as an “independent” director under SEC and NASDAQ rules.	
The Corporate Governance and Nominating Committee is not expected to adopt a specific diversity policy with respect to identifying nominees for director. However, the Corporate Governance and Nominating Committee is expected to take into account the importance of diversified Board membership in terms of the individuals involved and their various experiences and areas of expertise.
The Corporate Governance and Nominating Committee shall make every effort to ensure that the Board and its committees include at least the required number of independent directors, as that term is defined by applicable standards promulgated by NASDAQ and/or the SEC. Backgrounds giving rise to actual or perceived conflicts of interest are undesirable. In addition, prior to nominating an existing director for re-election to the Board, the Corporate Governance and Nominating Committee will consider and review such existing director’s Board and Committee attendance and performance, independence, experience, skills and the contributions that the existing director brings to the Board.
 
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The Corporate Governance and Nominating Committee is not expected to rely on third-party search firms to identify director candidates, but may employ such firms if so desired. The Corporate Governance and Nominating Committee is expected to rely upon, receive and review recommendations from a wide variety of contacts, including current executive officers, directors, community leaders, and stockholders as a source for potential director candidates. The Board retains complete independence in making nominations for election to the Board.
The Corporate Governance and Nominating Committee is expected to consider qualified director candidates recommended by stockholders in compliance with our procedures and subject to applicable inquiries. The Corporate Governance and Nominating Committee’s evaluation of candidates recommended by stockholders is not expected to differ materially from its evaluation of candidates recommended from other sources. Pursuant to our amended and restated bylaws, any stockholder may recommend nominees for director not less than 90 days nor more than 120 days in advance of the anniversary date of the immediately preceding annual meeting of stockholders, by writing to Joseph A. Zirkman, Vice President, General Counsel and Secretary, Fiesta Restaurant Group, Inc., 968 James Street, Syracuse, NY 13203, giving the name, Fiesta Restaurant Group stockholdings and contact information of the person making the nomination, the candidate’s name, address and other contact information, any direct or indirect holdings of our securities by the nominee, any information required to be disclosed about directors under applicable securities laws and/or stock exchange requirements, information regarding related party transactions with us, the nominee and/or the stockholder submitting the nomination, and any actual or potential conflicts of interest, the nominee’s biographical data, current public and private company affiliations, employment history and qualifications and status as “independent” under applicable securities laws and/or stock exchange requirements. All of these communications will be reviewed by our Secretary and forwarded to                     , the Chairman of the Corporate Governance and Nominating Committee, for further review and consideration in accordance with this policy. Any such stockholder recommendation should be accompanied by a written statement from the candidate of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director.
Code of Ethics
We will adopt written codes of ethics applicable to our directors, officers and employees in accordance with the rules of the SEC and the NASDAQ listing standards. We will make our codes of ethics available free of charge on the investor relations section of our website. We will disclose on our website amendments to or waivers from our codes of ethics in accordance with all applicable laws and regulations.
Stockholder Communications With Our Board Of Directors
Any stockholder or other interested party who desires to communicate with our Chairman of our board of directors or any of the other members of our board of directors may do so by writing to: Board of Directors, c/o Alan Vituli, Chairman of the Board of Directors, Fiesta Restaurant Group, Inc., 968 James Street, Syracuse, NY 13203. Communications may be addressed to the Chairman of the Board, an individual director, a Board committee, the non-management directors or the full Board. Communications will then be distributed to the appropriate directors unless the Chairman determines that the information submitted constitutes “spam,” pornographic material and/or communications offering to buy or sell products or services.
 
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 EXECUTIVE COMPENSATION
Introduction
This section presents historical information concerning the compensation arrangements for our executive officers. Fiesta Restaurant Group was formed in April 2011 in contemplation of the spin-off to hold the subsidiaries engaged in the Pollo Tropical and Taco Cabana businesses. Historically, these businesses were conducted as part of Carrols Restaurant Group through various direct and indirect subsidiaries. In May 2011 all of such direct and indirect subsidiaries comprising Pollo Tropical and Taco Cabana became wholly-owned direct and indirect subsidiaries of Fiesta Restaurant Group. Our corporate management and restaurant level information systems, personnel and support historically have been, and after the distribution date will continue to be provided to us (and Pollo Tropical and Taco Cabana) by Carrols and Carrols Restaurant Group. On the distribution date, Carrols will transfer to us certain corporate and administrative personnel (including certain executive management, information systems and legal personnel), including, without limitation Joseph A. Zirkman.
Tim Taft, who has been our Chief Executive Officer and President since August 15, 2011, will continue as our Chief Executive Officer and President after the distribution date. After the distribution date, Mr. Zirkman will be our Vice President, General Counsel and Secretary. After the distribution date, Mr. Flanders will serve as our interim Chief Financial Officer until such time as we hire a permanent Chief Financial Officer In addition, after the distribution date, James E. Tunnessen and Michael A. Biviano will remain as our Executive Vice President, Pollo Tropical and Executive Vice President, Taco Cabana, respectively.
Messrs. Zirkman, Tunnessen and Biviano are executive officers of Carrols Restaurant Group, but will step down from such position on the distribution date and remain as executive officers of Fiesta Restaurant Group. Alan Vituli was our Chief Executive Officer until August 15, 2011. Daniel T. Accordino was our President and Chief Operating Officer until August 15, 2011. After the distribution date, Mr. Vituli will continue as Chairman of our board of directors, but, Mr. Vituli and Mr. Accordino will not be executive officers of Fiesta Restaurant Group.
We present historical financial information concerning the compensation of Messrs. Vituli, Accordino, Flanders, Tunnessen and Zirkman for 2010, 2009 and 2008 for Carrols Restaurant Group. Historically, and until the distribution date, all of the compensation received by Messrs. Vituli, Accordino, Flanders and Zirkman has been paid by Carrols and after the distribution date, only Mr. Accordino’s and Mr. Flanders’ compensation will continue to be paid by Carrols. This historical compensation may not be directly relevant to the compensation that Messrs. Tunnessen and Zirkman will receive from us.
Pursuant to the terms of an offer letter (the “Letter Agreement”) between Carrols Restaurant Group and Mr. Taft entered into on July 19, 2011, Mr. Taft earns an annual base salary of $500,000 and will be eligible for annual merit increases beginning in 2013 based upon recommendations of Fiesta Restaurant Group’s board of directors and compensation committee. Mr. Taft will also participate in Fiesta Restaurant Group’s Executive Bonus Plan (the “Fiesta Executive Bonus Plan”) to be adopted by Fiesta Restaurant Group and will be eligible to receive a bonus of up to 100% of his base salary with 50% of such bonus based upon attainment of objectives to be established by Fiesta Restaurant Group’s compensation committee and 50% of such bonus based upon increases in “shareholder value” (as defined in the Fiesta Executive Bonus Plan).
Pursuant to the Letter Agreement, on the one month anniversary of the date that the shares of Fiesta Restaurant Group common stock begin trading publicly, Mr. Taft will receive a grant of restricted Fiesta Restaurant Group common stock with an aggregate value of $2 million based upon the average trading price of Fiesta Restaurant Group common stock for the first four weeks the shares of Fiesta Restaurant Group common stock commence trading publicly. The restricted shares of Fiesta Restaurant Group common stock to be granted to Mr. Taft will vest over four years at the rate of 25% per annum beginning on the first anniversary of the date of grant and will be subject to provisions of the Fiesta Restaurant Group 2011 Stock Incentive Plan to be adopted
 
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by Fiesta Restaurant Group following the consummation of the spin-off. Mr. Taft has agreed to relocate to the corporate office of Fiesta Restaurant Group, which is currently located in Miami, Florida, and will be entitled to receive reimbursement for relocation costs, subject to the provisions in the Letter Agreement.
The Letter Agreement also provides that in the event Mr. Taft is terminated without Cause (as defined in the Letter Agreement), he shall be entitled to receive a severance payment equal to his twelve months base salary and the prorated portion of his bonus payable, provided that a bonus would have been payable.
Mr. Taft’s employment as our Chief Executive Officer and the Letter Agreement were approved by the compensation committee of the board of directors of Carrols Restaurant Group.
Messrs. Tunnessen and Zirkman (and all other executive officers, including, without limitation, Messrs. Accordino, Flanders and Biviano) hold certain equity-based long-term incentive awards that were granted to them by Carrols Restaurant Group. The treatment of these awards in the spin-off is described under “The Spin-Off—Treatment of Carrols Restaurant Group Stock Based Awards.”
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes certain elements of the compensation arrangements for the named executive officers of Carrols Restaurant Group, and its compensation philosophy, particularly as they relate to Messrs. Tunnessen and Zirkman. We believe that certain of the compensation arrangements and elements of compensation philosophy at Carrols Restaurant Group have relevance for understanding the initial compensation arrangements for our executive officers, because the compensation committee of the board of directors of Carrols Restaurant Group was responsible for determining the initial compensation of Messrs. Tunnessen and Zirkman. In addition, we expect that certain elements of the compensation for our executive officers will be similar to the elements of the executive compensation at Carrols Restaurant Group.
We note, however, that following the distribution date, our board of directors will establish a compensation committee that will be responsible for Fiesta Restaurant Group’s executive compensation. We anticipate that the compensation committee will review all aspects of the compensation of our executive officers, and the compensation philosophy of our compensation committee following the distribution date could differ from the historical compensation philosophy of Carrols Restaurant Group. While we anticipate that, at least initially, the compensation committee will leave intact the arrangements with our executive officers described below, the committee could determine to make changes, either in the short- or long-term.
Overview
Carrols Restaurant Group’s compensation committee (the “CRG Compensation Committee”) has responsibility for determining and approving the compensation programs for Carrols Restaurant Group’s Chairman of the board of directors and Chief Executive Officer (the “CEO”), Alan Vituli (and our CEO until August 15, 2011), Carrols Restaurant Group’s President and Chief Operating Officer, Daniel T. Accordino (and our President and Chief Operating Officer until August 15, 2011), Carrols Restaurant Group’s Vice President, Chief Financial Officer and Treasurer, Paul R. Flanders, Carrols Restaurant Group’s Executive Vice President, Pollo Tropical, James E. Tunnessen and Carrols Restaurant Group’s Vice President, General Counsel and Secretary, Joseph A. Zirkman (collectively, the “Named Executive Officers”). As described below, the principal elements of Carrols Restaurant Group’s compensation programs include base salary, annual bonus, long-term incentives including stock options and the ability to defer the receipt of current compensation. Carrols Restaurant Group’s CEO recommends to the CRG Compensation Committee the base salary, annual bonus and long term compensation levels for the other Named Executive Officers.
Other than cash bonuses under Carrols Restaurant Group’s Executive Bonus Plan (the “Carrols Executive Bonus Plan”), the compensation paid to or earned by the Named Executive Officers in the 2010 fiscal year was,
 
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for the most part, approved by the CRG Compensation Committee as part of a comprehensive compensation plan put in place in connection with Carrols Restaurant Group’s December 2006 initial public offering of its common stock (the “IPO”). Towers Perrin, a nationally recognized, independent consulting firm, was retained prior to the IPO to conduct an analysis of major elements of Carrols Restaurant Group’s executive compensation program, including an analysis of base compensation for Carrols Restaurant Group’s CEO and other executive officers, including the Named Executive Officers, compared to relevant peer companies based on data available at that time. At the time of the IPO and during the immediately succeeding fiscal years, Carrols Restaurant Group believed that its executive compensation plans and amounts were comparable to those offered by other restaurant companies with which it competes for executive talent.
For the 2010 fiscal year, the CRG Compensation Committee retained Mercer to review its compensation policies, plans and amounts for the CEO and other executive officers, including the Named Executive Officers. Mercer worked exclusively for the CRG Compensation Committee and did not and does not perform any other work on behalf of management of Carrols Restaurant Group or Carrols Restaurant Group. Mercer’s role with the CRG Compensation Committee was to provide independent advice. The CRG Compensation Committee did not delegate authority to Mercer or to other parties and does not delegate authority to other parties. The CRG Compensation Committee engaged Mercer to review current issues in executive compensation, review Carrols Restaurant Group’s current executive compensation strategy, review Carrols Restaurant Group’s current executive compensation program against the market and review stockholder value drivers and Carrols Restaurant Group’s incentive plan structure against the market and Carrols Restaurant Group’s current strategy. The scope of Mercer’s engagement was to provide a market check and broad based third party survey to help the CRG Compensation Committee better understand current executive compensation practices. During the 2010 fiscal year, Mercer presented findings of an Executive Compensation Review (including Carrols Restaurant Group’s top 10 salaried executives) and Contract Assessment (including the employment agreements of Messrs. Vituli and Accordino) and prepared and presented a summary of the key findings of the Executive Compensation Review and Contract Assessment and the implications for Carrols Restaurant Group’s executive compensation strategy and programmatic outcomes. Mercer also identified potential items to refine in Carrols Restaurant Group’s executive compensation program that the CRG Compensation Committee may want to consider. The CRG Compensation Committee reviewed and considered Mercer’s report and recommendations and determined that such recommendations were not material as a whole in nature and in scope to warrant changes to Carrols Restaurant Group’s executive compensation program for 2011. However, one of Mercer’s recommendations was that Carrols Restaurant Group use a mix of stock options, restricted stock and/or performance shares for long term incentive executive compensation. The CRG Compensation Committee, based on its own review of Carrols Restaurant Group’s long term incentive executive compensation and, to a lesser extent, on Mercer’s recommendations, recommended to Carrols Restaurant Group and Carrols Restaurant Group’s board of directors that Carrols Restaurant Group replace the use of stock option grants with restricted stock grants in connection with the long-term incentive component of its overall compensation plan beginning in 2011 as further described herein.
Objectives of Compensation Program
The primary objectives of Carrols Restaurant Group’s executive compensation programs are to enable it to attract and retain executives with the requisite qualifications and experience to achieve its business objectives. Carrols Restaurant Group accomplishes this by utilizing compensation programs that encourage, recognize and reward individual performance and tie a portion of compensation to long-term company performance. Carrols Restaurant Group’s programs were designed to permit flexibility in establishing compensation for each individual based upon job responsibilities, individual performance and its results. Carrols Restaurant Group’s programs were also designed to provide incentives to improve short term performance, achieve long-term sustainable growth in earnings and align the interests of its executive team with its stockholders.
 
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While the CRG Compensation Committee is primarily responsible for the overall oversight of Carrols Restaurant Group’s executive compensation, the CEO, with the assistance of other members of management, provides recommendations with respect to compensation for the other executive officers.
The CRG Compensation Committee believes that the CEO’s input is valuable in determining the compensation of other executive officers given his day to day role in Carrols Restaurant Group and his responsibility in establishing and implementing Carrols Restaurant Group’s strategic plans. Therefore, while the CRG Compensation Committee has been and will be primarily responsible for determining executive compensation, the CEO will continue to provide his input and recommendations to the CRG Compensation Committee with respect to compensation for the other executive officers.
Elements of Carrols Restaurant Group’s Compensation Programs
Carrols Restaurant Group’s executive compensation program has consisted of short-term compensation (salary and annual incentive bonus) and long-term compensation (stock options) to achieve its goal of improving earnings and achieving long term sustainable growth in revenues and earnings which it believes constitutes alignment with stockholders’ interests.
Short-Term Compensation
Base Salary . The CRG Compensation Committee annually reviews and approves the base salaries of Carrols Restaurant Group’s executive officers based upon recommendations from Carrols Restaurant Group’s CEO. Increases are not preset and typically take into account the individual’s performance, responsibilities of the position, potential to contribute to the long term objectives of the company, management skills, future potential and periodically from competitive data. Carrols Restaurant Group’s executive compensation plan in place since the IPO was designed to compensate Carrols Restaurant Group’s CEO and executive officers, including the Named Executive Officers, with modest annual increases in base salaries combined with the opportunity to earn up to approximately double the amount of base salary in annual cash incentive bonuses based on company and individual performance, in order to align the interests of Carrols Restaurant Group’s CEO and Named Executive Officers with those of Carrols Restaurant Group’s stockholders.
Factors considered in base salary planning included company performance, budgetary and cost containment issues, competitive market data (from time to time) and current salary levels, as appropriate. At the end of the year, the CEO evaluates each Named Executive Officer’s performance and expected future contributions.
For the 2010 fiscal year, the base salaries of Carrols Restaurant Group’s CEO (and our CEO until August 15, 2011), Alan Vituli, and Carrols Restaurant Group’s President and Chief Operating Officer (and our President and Chief Operating Officer until August 15, 2011), Daniel T. Accordino (“President”), were determined pursuant to employment agreements with each of Mr. Vituli and Mr. Accordino, which became effective when the registration statement on Form S-1 relating to the IPO was declared effective by the SEC in December 2006 (the “Effective Time”) and which were amended and restated as of December 13, 2008. Under such employment agreements, the base salaries for Mr. Vituli and Mr. Accordino in the 2010 fiscal year were fixed at $692,896 and $533,032 per year, respectively, representing a 3% increase over the prior year. The employment agreements provide that the base salaries of Messrs. Vituli and Accordino may be increased annually at the sole discretion of the CRG Compensation Committee.
In the 2010 fiscal year, most of Carrols Restaurant Group’s executive officers, including the other Named Executive Officers, received a three percent (3%) increase in their respective base salaries over the levels established for the 2009 fiscal year.
Annual Incentive Bonus Payments . Annual cash bonuses have been an important component of Carrols Restaurant Group’s compensation program for Carrols Restaurant Group’s executive officers and the Carrols
 
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Executive Bonus Plan has been approved by the CRG Compensation Committee. The Carrols Executive Bonus Plan has been established annually by the CRG Compensation Committee and measures performance over Carrols Restaurant Group’s fiscal year. Under the Carrols Executive Bonus Plan, annual incentive bonus payments are typically paid in March based on performance for the prior fiscal year.
Each of the Named Executive Officers has been eligible to receive a maximum annual incentive bonus ranging from 90% to 105% of base salary, depending on position. With respect to each of the Named Executive Officers other than James E. Tunnessen, the majority of the potential bonus payments have been tied to the level of increase in earnings per share (“EPS”) (as defined and measured under the Carrols Executive Bonus Plan) and provided for larger payments to the extent that those thresholds are exceeded. Half of the potential bonus payment for Mr. Tunnessen has been tied to the level of increase in segment value of Pollo Tropical (as defined and measured under the Pollo Tropical Executive Bonus Plan).
Carrols Restaurant Group’s CEO’s and President’s maximum bonuses were established at 105% and 100%, respectively, of their base salaries, and were based solely on Carrols Restaurant Group’s financial performance and the increase in EPS in the 2010 fiscal year as compared to the greater of the EPS for the 2009 fiscal year or the average of the EPS for the fiscal years 2009, 2008, and 2007. Under the Carrols Executive Bonus Plan, EPS was defined as the earnings per share of Carrols Restaurant Group (based on fully diluted shares outstanding) in accordance with GAAP, excluding, at the CRG Compensation Committee’s reasonable discretion, gains or losses that are extraordinary, unusual or non-recurring and may also be based on pro forma calculations. Specifically excluded in 2010 and 2009 were gains/losses on the sale of real estate, gains from insurance settlements and the effect of a 53 rd week in the 2009. Under the Carrols Executive Bonus Plan, no adjustments were made for unusual events in the ordinary course including, among other things, reserves for or impairment of assets, hurricanes and changes in commodity costs. Under the Carrols Executive Bonus Plan, if Carrols Restaurant Group achieved at least a 10% increase in EPS in the 2010 fiscal year as compared to the greater of the EPS for the 2009 fiscal year or the average of the EPS for the fiscal years 2009, 2008, and 2007 (as determined by the CRG Compensation Committee in accordance with the Carrols Executive Bonus Plan), each of Carrols Restaurant Group’s CEO and President was entitled to receive a bonus at the rate of 3.5% of his respective base compensation for each 1% increase in excess of the minimum of 10%, up to the maximum percentage of base salaries set forth above. EPS, as calculated in accordance with the terms of the Carrols Executive Bonus Plan, was $.53 per share in the 2010 fiscal year, a decrease compared to $.91 in the 2009 fiscal year (which was greater than the average of the EPS for the fiscal years 2009, 2008, and 2007), which resulted in Carrols Restaurant Group’s CEO and Carrols Restaurant Group’s President earning no incentive bonus compensation for the 2010 fiscal year.
The following is a reconciliation of EPS under the Carrols Executive Bonus Plan to Carrols Restaurant Group’s diluted net income per share:

(amounts per share)	  	2009	 	  	2010	 	
Diluted net income per share	  	$	1.003	  	  	$	.546	  	
Adjustments to exclude:	  				  				
Insurance gains	  	 	.017	  	  	 	.014	  	
Gains on sale of real estate	  	 	.006	  	  	 	—  	  	
Effect of 53 rd week	  	 	.075	  	  	 	—  	  	
	  	 	 	 	  	 	 	 	
EPS for Carrols Executive Bonus Plan	  	$	.905	  	  	$	.532	  	
	  	 	 	 	  	 	 	 	
With respect to the other Named Executive Officers under the Carrols Executive Bonus Plan, if Carrols Restaurant Group achieved at least a 10% increase in EPS in the 2010 fiscal year as compared to the greater of the EPS for 2009 fiscal year or the average of the EPS for the fiscal years 2009, 2008, and 2007, Paul R. Flanders, Carrols Restaurant Group’s and our Vice President and Chief Financial Officer, and Joseph A. Zirkman, Carrols Restaurant Group’s and our Vice President, General Counsel and Secretary, would each be entitled to receive a bonus at the rate of 2% of his respective base salary for each 1% increase in EPS in excess of
 
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the minimum of 10%, up to a maximum of 60% of his respective base salary. Because EPS, as calculated in accordance with the terms of the Carrols Executive Bonus Plan, decreased in the 2010 fiscal year as compared to the 2009 fiscal year, Mr. Flanders and Mr. Zirkman earned no incentive bonus compensation for the 2010 fiscal year under this portion of the Carrols Executive Bonus Plan. In addition, each of Mr. Flanders and Mr. Zirkman was also eligible to receive a bonus of up to 30% of his respective base salary, based on his individual attainment of specified goals and objectives established for the year. Payments of that portion of Mr. Flanders’ and Mr. Zirkman’s bonus tied to individual goals are determined based on the discretion of the CEO and the President based on evaluating achievement of Mr. Flanders’ and Mr. Zirkman’s goals and objectives. The determination of whether goals and objectives were met by each Named Executive Officer is not a formulaic, objective or quantifiable standard; rather, the individual performance considerations were just factors (among others) that were generally taken into account in the course of making subjective judgments in connection with the compensation decision. The payment of this portion of the bonus is also conditioned, in its entirety, on the achievement of a pre-determined minimum level of total EBITDA for Carrols Restaurant Group, which as defined in the Carrols Executive Bonus Plan, was 90% of Carrols Restaurant Group’s budgeted total EBITDA. For the 2010 fiscal year, the minimum level of total EBITDA for Carrols Restaurant Group was $75.8 million, which Carrols Restaurant Group surpassed by generating $77.5 million in total EBITDA. Based on each of Mr. Flanders’ and Mr. Zirkman’s attainment of his respective individual specified goals and objectives, Mr. Flanders earned $78,980, or 30% of his base salary, and Mr. Zirkman earned $63,184, or 24% of his base salary in incentive bonus compensation for the 2010 fiscal year. As a result of the foregoing, Mr. Flanders earned a total annual incentive bonus for the 2010 fiscal year of $78,980, or 30% of his base salary and Mr. Zirkman earned a total annual incentive bonus for the 2010 fiscal year of $63,184, or 24% of his base salary. See Note 12 of Carrols Restaurant Group’s audited consolidated financial statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on March 18, 2011 for a reconciliation of Adjusted Segment EBITDA for all three of its segments to net income.
Under the Pollo Tropical Executive Bonus Plan, James E. Tunnessen, Carrols Restaurant Group’s and our Executive Vice President, Pollo Tropical, would receive a bonus if the Pollo Tropical segment value increased more than 10% in the 2010 fiscal year as compared to the 2009 fiscal year and such bonus would be earned at the rate of 2% of Mr. Tunnessen’s base salary for each 1% increase in Pollo Tropical segment value in excess of the minimum of 10% up to a maximum bonus of 50% of Mr. Tunnessen’s base salary. Under the plan, Pollo Tropical segment value was based upon a formula starting with Adjusted Segment EBITDA of Pollo Tropical, as adjusted for certain allocated costs, rent payments on lease financing obligations and certain non-recurring items. This calculation was then further reduced for certain capital expenditures, multiplied by a fixed multiple, and then reduced by any Pollo Tropical non-trade indebtedness (as defined but which does not include Carrols Restaurant Group’s senior or subordinated debt). In calculating the change in Pollo Tropical segment value compared to the prior year, further consideration was given to include the effect of the net change in intercompany amounts with Carrols, capital advances, contributions and redemptions. Pollo Tropical segment value for the 2010 fiscal year increased 34.7% over the 2009 fiscal year. Such increase resulted in Mr. Tunnessen earning an additional $149,309, or 49.5% of his salary, in incentive bonus compensation for the 2010 fiscal year. Also, if Carrols Restaurant Group achieved at least a 10% increase in EPS (as determined above) in the 2010 fiscal year as compared to the 2009 fiscal year, Mr. Tunnessen would also earn a bonus at the rate of 2% of his base salary for each 1% increase in EPS in excess of the minimum of 10% up to a maximum of 17% of his base salary. Because EPS, as calculated in accordance with the terms of the Pollo Tropical Executive Bonus Plan, decreased in the 2010 fiscal year as compared to the greater of the EPS for the 2009 fiscal year or the average of the EPS for the fiscal years 2009, 2008 and 2007, Mr. Tunnessen earned no incentive bonus compensation for the 2010 fiscal year under this portion of the Pollo Tropical Executive Bonus Plan. In addition, Mr. Tunnessen was also eligible to receive a bonus of up to 33% of his base salary, which is based on his attainment of specified goals and objectives established for the year for Mr. Tunnessen and determined and paid in the same manner as provided above for Mr. Flanders and Mr. Zirkman. The payment of this portion of the bonus is also conditioned, in its entirety, on the achievement of a predetermined minimum level of Adjusted Segment EBITDA of Pollo Tropical (as disclosed in Carrols Restaurant Group’s audited consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on March 18,
 
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2011). As set forth in the Pollo Tropical Executive Bonus Plan, the minimum level of Adjusted Segment EBITDA for Pollo Tropical for the 2010 fiscal year was $26.9 million, which Pollo Tropical surpassed by generating $30.3 million in Adjusted Segment EBITDA for Pollo Tropical. Consequently, based on Mr. Tunnessen’s attainment of his individual specified goals and objectives, Mr. Tunnessen earned an additional $89,635, or 29.7% of his base salary, in incentive bonus compensation for the 2010 fiscal year. As a result of the foregoing, Mr. Tunnessen’s earned a total annual incentive bonus for the 2010 fiscal year of $238,944, or 79.2% of his base salary.
Long-Term Compensation
The long-term incentive compensation utilized by Carrols Restaurant Group for its senior management has been an equity based compensation plan designed to create alignment of senior management’s interests with those of its long term stockholders. Through the end of fiscal year 2010, Carrols Restaurant Group has awarded specific stock option grants to its CEO and its executive officers, including the Named Executive Officers, that have been based on job responsibilities and rewarding individual performance and also take into account the number of shares of Carrols Restaurant Group common stock available for grant and issuance under Carrols Restaurant Group’s 2006 Stock Incentive Plan, as amended (the “Carrols Plan”). Stock options utilized in the Carrols Plan have a time-based vesting schedule with a certain percentage of options vesting over a period of time established by the CRG Compensation Committee under the Carrols Plan. During the 2007 fiscal year, the CRG Compensation Committee established a policy with respect to granting stock options under the Carrols Plan. The CRG Compensation Committee established a policy to annually grant stock options to employees, including the Named Executive Officers, on each January 15 (with an alternative date of July 15 for new employees or employees promoted after January 15). Accordingly, the measurement of the value of any stock option would be based upon the price of Carrols Restaurant Group’s common stock at the close of business on those respective grant dates. The CRG Compensation Committee would annually grant such stock options on January 15 based upon recommendations from Carrols Restaurant Group’s CEO, who would provide such recommendations after evaluating the individual performance of Carrols Restaurant Group’s employees (including the Named Executive Officers (other than the CEO)). Such performance evaluations coincide with Carrols Restaurant Group’s normal end of year annual review process for employees and senior management. This has been an important component of the total compensation package for the Named Executive Officers and has been an important retention tool.
Based upon the recommendation of CRG Compensation Committee and the approval of Carrols Restaurant Group’s board of directors, beginning in fiscal year 2011 Carrols Restaurant Group replaced the use of stock option grants with restricted stock grants in connection with the long-term incentive component of its overall compensation plan. The CRG Compensation Committee and Carrols Restaurant Group’s board of directors agreed that the use of restricted stock grants would be a more efficient and effective mechanism to create alignment of senior management’s interests with those of Carrols Restaurant Group’s long term stockholders. As a result, in January 2011 Carrols Restaurant Group awarded restricted stock grants to its CEO and its executive officers, including the Named Executive Officers, based on job responsibilities and rewarding individual performance and also taking into account the number of shares of Carrols Restaurant Group common stock available for grant and issuance under the Carrols Plan. Restricted stock grants utilized in the Carrols Plan have a time-based vesting schedule (other than the grant of restricted stock to Carrols Restaurant Group’s CEO which vests based on certain performance and other criteria, including his death, disability or retirement from Carrols Restaurant Group) with a certain percentage of options vesting over a period of time established by the CRG Compensation Committee under the Carrols Plan. During the 2011 fiscal year, the CRG Compensation Committee established a policy with respect to granting restricted stock under the Carrols Plan similar to the policy previously established for the granting of stock options. The CRG Compensation Committee established a policy to annually grant restricted stock to employees, including the Named Executive Officers, on each January 15 (with an alternative date of July 15 for new employees or employees promoted after January 15). Accordingly, the measurement of the value of any restricted stock grant would be based upon the price of Carrols Restaurant Group’s common stock at the close of business on those respective grant dates. The CRG
 
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Compensation Committee would annually grant such restricted stock grants on January 15 based upon recommendations from Carrols Restaurant Group’s CEO, who would provide such recommendations after evaluating the individual performance of Carrols Restaurant Group’s employees (including the Named Executive Officers (other than the CEO)). Such performance evaluations coincide with Carrols Restaurant Group’s normal end of year annual review process for employees and senior management. The granting of stock options and restricted stock have been and are an important component of the total compensation package for the Named Executive Officers and is an important retention tool. Because the CRG Compensation Committee’s policy has been to grant stock options or restricted stock annually on a fixed date, the CRG Compensation Committee may have previously, or may in the future grant stock options or restricted stock at a time when it, as well as the CEO and senior management, may be aware of material non-public information that, once made public, could either have a positive or negative effective on the price of Carrols Restaurant Group’s common stock.
Carrols Restaurant Group 2006 Stock Incentive Plan . In connection with Carrols Restaurant Group’s IPO, Carrols Restaurant Group adopted the Carrols Plan, which provides for the grant of stock options and stock appreciation rights, stock awards, performance awards, outside director stock options and outside director stock awards. Any officer, employee, associate, director and any consultant or advisor providing services to Carrols Restaurant Group are eligible to participate in the Carrols Plan.
The Carrols Plan is administered by the CRG Compensation Committee which approves awards and may base its considerations on recommendations by Carrols Restaurant Group’s CEO. The CRG Compensation Committee has the authority to (1) approve plan participants, (2) approve whether and to what extent stock options, stock appreciation rights and stock awards are to be granted and the number of shares of stock to be covered by each award (other than an outside director award), (3) approve forms of agreement for use under the Carrols Plan, (4) determine terms and conditions of awards (including, but not limited to, the option price, any vesting restriction or limitation, any vesting acceleration or waiver or forfeiture, and any right of repurchase, right of first refusal or other transfer restriction regarding any award), (5) modify, amend or adjust the terms and conditions of any award, (6) determine the fair market value, and (7) determine the type and amount of consideration to be received by Carrols Restaurant Group for any stock award issued.
Stock option grants were made to the CEO and the Named Executive Officers on January 15, 2010, January 15, 2009 and January 15, 2008. No stock options or other equity awards were granted to any Named Executive Officers in 2007. See “Executive Compensation—Grants of Plan-Based Awards” for information on the amount and terms of the options granted to the CEO and Named Executive Officers in the 2010 fiscal year. In furtherance of Carrols Restaurant Group’s shift to the use of restricted stock grants under its long-term compensation plan, on January 15, 2011 restricted stock grants were made to the CEO, the Named Executive Officers, and certain other employees of Carrols Restaurant Group, including an award of 200,000 shares of restricted stock to the CEO. The number of shares of restricted stock granted to Mr. Vituli was made in connection with the renewal of Mr. Vituli’s employment agreement. Messrs. Accordino, Flanders, Tunnessen and Zirkman were granted 15,000 shares, 4,000 shares, 5,000 shares and 4,000 shares, respectively, of restricted stock on January 15, 2011.
Other Benefits
Carrols Restaurant Group offers certain other benefits to the CEO and Named Executive Officers as described below. Such benefits are not taken into account in determining such individuals’ base salary, annual incentive bonus or equity based compensation.
Deferred Compensation Plan . Carrols Restaurant Group provides certain benefits under The Carrols Corporation and Subsidiaries Deferred Compensation Plan (the “Deferred Compensation Plan”). See “Executive Compensation—Nonqualified Deferred Compensation.”
 
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Change of Control and Severance Benefits . For a discussion of change of control arrangements or severance arrangements and the triggers for payments under such arrangements, See “Executive Compensation—Potential Payments Upon Termination or Change of Control.”
Other Post-Employment Benefits . The employment agreements for Messrs. Vituli and Accordino each provide for continued coverage under Carrols Restaurant Group’s welfare and benefits plans for such executive officer and his eligible dependents after cessation of employment with Carrols Restaurant Group for the remainder of their respective lives.
Compensation for the Named Executive Officers
As mentioned above, in December 2006, Carrols Restaurant Group entered into an employment agreement with Carrols Restaurant Group’s CEO, Alan Vituli, which became effective as of the Effective Time of Carrols Restaurant Group’s IPO, which employment agreement was amended and restated as of December 13, 2008. Such amended and restated employment agreement governs the terms of Mr. Vituli’s compensation, including initially establishing his base salary. See “Executive Compensation – Summary Compensation Table—Vituli Employment Agreement.”
Also, as mentioned above, in December 2006, Carrols Restaurant Group entered into an employment agreement with its President, Daniel T. Accordino, which became effective as of the Effective Time. This employment agreement was amended and restated as of December 13, 2008. Such amended and restated employment agreement governs the terms of Mr. Accordino’s compensation, including initially establishing his base salary. See “Executive Compensation—Summary Compensation Table—Accordino Employment Agreement.”
None of the other Named Executive Officers have an employment agreement with Carrols Restaurant Group.
Compensation Committee Interlocks and Insider Participation
The members of the CRG Compensation Committee for the fiscal year ended December 31, 2010 were Brian P. Friedman, Jack A. Smith and Clayton E. Wilhite. None of the members of the CRG Compensation Committee were, during such year, an officer of Carrols Restaurant Group or any of its subsidiaries or had any relationship with Carrols Restaurant Group other than serving as a director of Carrols Restaurant Group. In addition, no executive officer of Carrols Restaurant Group served as a director or a member of the compensation committee of any other entity, other than any subsidiary of Carrols Restaurant Group, one of whose executive officers served as a director or on the CRG Compensation Committee. None of the members of the CRG Compensation Committee had any relationship required to be disclosed under this caption under the rules of the SEC.
Fiesta Restaurant Group was formed in April 2011 in contemplation of the spin-off. Therefore, for the fiscal year ended December 31, 2010, Fiesta Restaurant Group did not have a compensation committee.
 
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SUMMARY COMPENSATION TABLE
The following table summarizes historical compensation awarded or paid to, or earned by, each of the Named Executive Officers of Carrols Restaurant Group for the fiscal years ended December 31, 2010, 2009 and 2008.

Name and
Principal Position	 	Year	 	 	Salary
($)	 	 	Bonus
(1)($)	 	 	Stock
Awards
($)	 	 	Option
Awards
(2)($)	 	 	Non- Equity
Incentive Plan
Compensation
($)	 	 	Change in
Nonqualified
Deferred
Compensation
Earnings
(3)($)	 	 	All Other
Compensation
($)	 	 	Total
($)	 	
Alan Vituli (4)	 	 	2010	  	 	$	692,896	  	 	$	—  	  	 	 	—  	  	 	$	276,750	  	 	 	—  	  	 	$	52,456	  	 	 	—  	  	 	$	1,022,102	  	
Chairman of the Board and Chief Executive Officer	 	 
 	2009
2008	  
  	 	$
$	672,700
672,700	  
  	 	$
$	706,343
—  	  
  	 	 
 	—  
—  	  
  	 	$
$	97,565
234,288	  
  	 	 
 	—  
—  	  
  	 	$
$	40,800
30,054	  
  	 	 
 	—  
—  	  
  	 	$
$	1,517,408
937,042	  

Daniel T. Accordino (5)	 	 	2010	  	 	$	533,032	  	 	$	—  	  	 	 	—  	  	 	$	187,326	  	 	 	—  	  	 	$	22,706	  	 	 	—  	  	 	$	743,064	  	
President, Chief Operating Officer and Director	 	 
 	2009
2008	  
  	 	$
$	517,500
517,500	  
  	 	$
$	517,500
—  	  
  	 	 
 	—  
—  	  
  	 	$
$	72,800
178,355	  
  	 	 
 	—  
—  	  
  	 	$
$	39,391
31,718	  
  	 	 
 	—  
—  	  
  	 	$
$	1,147,191
727,573	  

Paul R. Flanders (6)	 	 	2010	  	 	$	263,268	  	 	$	78,980	  	 	 	—  	  	 	$	31,221	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	$	373,469	  	
Vice President, Chief
Financial Officer and Treasurer	 	 
 	2009
2008	  
  	 	$
$	255,600
255,600	  
  	 	$
$	218,538
—  	  
  	 	 
 	—  
—  	  
  	 	$
$	11,375
30,655	  
  	 	 
 	—  
—  	  
  	 	 
 	—  
—  	  
  	 	 
 	—  
—  	  
  	 	$
$	485,513
286,255	  

James E. Tunnessen	 	 	2010	  	 	$	301,800	  	 	$	238,944	  	 	 	—  	  	 	$	31,221	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	$	571,965	  	
Executive Vice President, Pollo Tropical	 	 	2009	  	 	$	293,004	  	 	$	238,428	  	 	 	—  	  	 	$	11,375	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	$	542,807	  	
	 	 	2008	  	 	$	293,004	  	 	$	—  	  	 	 	—  	  	 	$	20,901	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	$	313,905	  	
										
Joseph A. Zirkman	 	 	2010	  	 	$	263,268	  	 	$	63,184	  	 	 	—  	  	 	$	31,221	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	$	357,673	  	
Vice President, General
Counsel and Secretary	 	 	2009	  	 	$	255,600	  	 	$	222,372	  	 	 	—  	  	 	$	11,375	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	$	489,347	  	
	 	 	2008	  	 	$	255,600	  	 	$	—  	  	 	 	—  	  	 	$	21,458	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	$	277,058	  	
 
(1)	Carrols Restaurant Group provides bonus compensation to its executive officers based on an individual’s achievement of certain specified objectives and Carrols Restaurant Group’s achievement of specified increases in stockholder value. See “Compensation Discussion and Analysis” above for a discussion of the Carrols Executive Bonus Plan. Amounts include cash bonuses paid in fiscal year 2011 and 2010 with respect to services rendered in fiscal year 2010 and 2009, respectively. No bonuses were accrued or were paid related to services rendered for fiscal year 2008.	
(2)	The amounts shown in this column represent fair value of stock options granted and approved by the CRG Compensation Committee in each of the fiscal years presented and is consistent with the grant date fair value of the award computed in accordance with FASB ASC Topic 718. See Notes 1 and 11 to Carrols Restaurant Group’s consolidated financial statements for the year ended December 31, 2010, which are included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on March 18, 2011 for assumptions used in the calculation of this amount. There were no forfeitures in 2010, 2009 or 2008 by the Named Executive Officers. These amounts reflect the grant date fair value for these awards and do not correspond to the actual value that will be recognized by the executives. The actual value, if any, that an executive may realize upon exercise of the options will depend on the excess of the stock price over the base value on the date of exercise, so there is no assurance that the value realized by an executive will be at or near the value estimated by the Black-Scholes model. These grants are included and discussed further in the tables included below under “Outstanding Equity Awards at Fiscal Year-End.”	
(3)	These amounts represent the above-market portion of earnings on compensation deferred by the Named Executive Officers under the Deferred Compensation Plan. Earnings on deferred compensation are considered to be above-market to the extent that the rate of interest exceeds 120% of the applicable federal long-term rate. At December 31, 2010, 2009 and 2008, 120% of the federal long-term rate was 4.24%, 5.02% and 5.35% per annum, respectively, and the interest rate paid to participants in each year was 8.0% per annum.	
(4)	Mr. Vituli ceased to be Chief Executive Officer of Fiesta Restaurant Group effective as of August 15, 2011 and, after the distribution date will continue to be the Chairman of the board of directors of Fiesta Restaurant Group and will not be an executive officer of Fiesta Restaurant Group.	
(5)	Mr. Accordino ceased to be the President and Chief Operating Officer of Fiesta Restaurant Group as of August 15, 2011 and, will not be a director of Fiesta Restaurant Group after the distribution date.	
(6)	Effective as of the distribution date, Mr. Flanders will serve as interim Chief Financial Officer of Fiesta Restaurant Group until such time as Fiesta Restaurant Group hires a permanent Chief Financial Officer.	
 
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Vituli Employment Agreement
In December 2006, Carrols Restaurant Group and Carrols entered into an employment agreement with Alan Vituli and in December of 2008 Carrols Restaurant Group and Carrols entered into an amendment and restatement of such December 2006 employment agreement with Mr. Vituli. Pursuant to such employment agreement, as currently in effect, which originally became effective as of the Effective Time and which will expire on December 31, 2011, Mr. Vituli will continue to serve as Carrols’ and Carrols Restaurant Group’s Chairman of the board of directors and Chief Executive Officer. The employment agreement is subject to automatic renewals for successive one-year terms unless either Mr. Vituli, Carrols Restaurant Group or Carrols elect not to renew the employment agreement by giving written notice to the others at least 60 days before a scheduled expiration date. The employment agreement provided for Mr. Vituli to initially receive an annual base salary of $650,000 and provides that such amount may be increased annually at the sole discretion of the CRG Compensation Committee. Mr. Vituli’s current base salary is $692,896. Pursuant to the employment agreement, Mr. Vituli will participate in the Carrols Executive Bonus Plan, and any stock option or other equity incentive plans applicable to executive employees as determined by the CRG Compensation Committee.
On November 1, 2011, Carrols Restaurant Group and Mr. Vituli mutually agreed to not renew Mr. Vituli’s employment agreement with Carrols Restaurant Group and Carrols. Mr. Vituli’s employment agreement will expire on December 31, 2011 according to its terms. Mr. Vituli and Carrols Restaurant Group agreed that Mr. Vituli will remain as Carrols Restaurant Group’s Chief Executive Officer through and including December 31, 2011, and on such date, Mr. Vituli will retire as Carrols Restaurant Group’s Chief Executive Officer. In addition, Carrols Restaurant Group and Mr. Vituli agreed that Mr. Vituli would resign and retire as Chairman of its board of directors, and will resign as a director of Carrols Restaurant Group upon Carrols Restaurant Group naming a successor to Mr. Vituli as Chairman of the board of directors of Carrols Restaurant Group. Carrols Restaurant Group and Mr. Vituli also agreed that, for a period commencing on the date that Mr. Vituli ceases to be a member of the board of directors of Carrols Restaurant Group and ending on November 1, 2013, Mr. Vituli will have the right to attend and observe any meeting of the board of directors of Carrols Restaurant Group and Mr. Vituli will be reimbursed for his out-of-pocket expenses incurred in connection with attending such meetings in accordance with Carrols Restaurant Group’s expense reimbursement policy for its directors then in effect. Carrols Restaurant Group and Mr. Vituli also agreed that Mr. Vituli will continue as Chairman of the board of directors of Fiesta Restaurant Group in a non-executive capacity, after January 1, 2012
Accordino Employment Agreement
In December 2006, Carrols Restaurant Group and Carrols entered into an employment agreement with Daniel T. Accordino and in December of 2008 Carrols Restaurant Group and Carrols entered into an amendment and restatement of such December 2006 employment agreement with Mr. Accordino. Pursuant to such employment agreement, as currently in effect, which originally became effective as of the Effective Time and which will expire on December 31, 2011, Mr. Accordino will continue to serve as Carrols’ and Carrols Restaurant Group’s President and Chief Operating Officer. The employment agreement is subject to automatic renewals for successive one-year terms unless either Mr. Accordino, Carrols Restaurant Group or Carrols elect not to renew the employment agreement by giving written notice to the others at least 60 days before a scheduled expiration date. The employment agreement provided for Mr. Accordino to initially receive an annual base salary of $500,000 and provides that such amount may be increased annually at the sole discretion of the CRG Compensation Committee. Mr. Accordino’s current base salary is $533,032. Pursuant to the employment agreement, Mr. Accordino will participate in the Carrols Executive Bonus Plan, and any stock option or other equity incentive plans applicable to executive employees, as determined by the CRG Compensation Committee.
On November 1, 2011, Carrols Restaurant Group and Mr. Accordino mutually agreed that Mr. Accordino will become Carrols Restaurant Group’s Chief Executive Officer effective on January 1, 2012 (the “Effective Date”). Carrols Restaurant Group and Mr. Accordino also mutually agreed to not renew Mr. Accordino’s
 
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employment agreement with Carrols Restaurant Group and Carrols. In addition, Carrols Restaurant Group and Mr. Accordino agreed to enter into a new employment agreement with Carrols Restaurant Group and Carrols LLC, which will become effective on the Effective Date, on terms substantially similar to the current employment agreement between Mr. Accordino and Carrols Restaurant Group and Carrols, and as described below.
Under the terms of Mr. Accordino’s new employment agreement, Mr. Accordino will serve as Carrols Restaurant Group’s and Carrols LLC’s President and Chief Executive Officer. Mr. Accordino’s new employment agreement will be for a term commencing on the Effective Date and ending on February 28, 2013 and will be subject to automatic renewals for successive one-year terms unless either Mr. Accordino, Carrols Restaurant Group or Carrols LLC elects not to renew Mr. Accordino’s new employment agreement by giving written notice to the others at least 30 days before a scheduled expiration date. Mr. Accordino’s new employment agreement provides that Mr. Accordino will receive an annual base salary of $544,000 (consistent with his current base salary) and provides that such amount may be increased annually at the sole discretion of the CRG Compensation Committee. Pursuant to Mr. Accordino’s new employment agreement, Mr. Accordino will participate in Carrols Restaurant Group’s Executive Bonus Plan, and any stock option or other equity incentive plans applicable to executive employees, as determined by the CRG Compensation Committee. Mr. Accordino’s new employment agreement also provides that if Mr. Accordino’s employment is terminated without cause (as defined in Mr. Accordino’s new employment agreement) or Mr. Accordino terminates his employment for good reason (as defined in Mr. Accordino’s new employment agreement), in each case within twelve months following a change of control (as defined in Mr. Accordino’s new employment agreement), Mr. Accordino will receive a cash lump sum payment equal to 2.99 times his average salary plus his average annual bonus (paid under Carrols Restaurant Group’s Executive Bonus Plan or deferred under the Carrols Corporation & Subsidiaries Deferred Compensation Plan) for the prior five years. Mr. Accordino’s new employment agreement also provides that if Mr. Accordino’s employment is terminated by Carrols Restaurant Group or Carrols LLC without “cause”, as defined in Mr. Accordino’s new employment agreement (other than following a change of control as described above), or Mr. Accordino terminates his employment for “good reason”, as defined in Mr. Accordino’s new employment agreement (other than following a change of control as described above), Mr. Accordino will receive a lump sum cash payment in an amount equal to 2.00 times his average salary plus average annual bonus (paid under Carrols Restaurant Group’s Executive Bonus Plan or deferred under the Carrols Corporation & Subsidiaries Deferred Compensation Plan) for the prior five years. Mr. Accordino’s new employment agreement includes non-competition and non-solicitation provisions effective during the term of Mr. Accordino’s new employment agreement and for two years following its termination.
 
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GRANTS OF PLAN-BASED AWARDS
The following table provides certain historical information regarding grants of plan-based awards made to the Named Executive Officers of Carrols Restaurant Group during the fiscal year ended December 31, 2010. All such plan-based awards were granted under the Carrols Plan and were options for Carrols Restaurant Group common stock.

Name	  	Grant
Date	 	  	Approval
Date (1)	 	  	All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(2)	 	  	Exercise
Price of
Option
Awards
($/Sh)(3)	 	  	Grant
Date Fair
Value of
Option
Awards
($)(4)	 	
Alan Vituli (5)	  	 	01/15/10	  	  	 	01/11/10	  	  	 	100,000	  	  	$	6.48	  	  	$	276,750	  	
Daniel T. Accordino (6)	  	 	01/15/10	  	  	 	01/11/10	  	  	 	60,000	  	  	$	6.48	  	  	$	187,326	  	
Paul R. Flanders (7)	  	 	01/15/10	  	  	 	01/11/10	  	  	 	10,000	  	  	$	6.48	  	  	$	31,221	  	
James E. Tunnessen	  	 	01/15/10	  	  	 	01/11/10	  	  	 	10,000	  	  	$	6.48	  	  	$	31,221	  	
Joseph A. Zirkman	  	 	01/15/10	  	  	 	01/11/10	  	  	 	10,000	  	  	$	6.48	  	  	$	31,221	  	
 
(1)	The grants of plan-based awards in this table above were approved by the CRG Compensation Committee on January 11, 2010.	
(2)	Amounts shown in this column reflect the number of option awards granted to each Named Executive Officer pursuant to the Carrols Plan during 2010. Messrs. Vituli and Accordino were each granted non-qualified stock options. Messrs. Flanders, Tunnessen and Zirkman were each granted incentive stock options within the meaning of Section 422 of the Code. All of such options vest over a period of five years, with one-fifth of such options vesting and becoming exercisable on the first anniversary of the grant date and one-sixtieth of such options vesting and becoming exercisable monthly on the first day of each month subsequent to the first anniversary of the grant date.	
(3)	All stock options were granted with an exercise price per share equal to the fair market value of Carrols Restaurant Group common stock on the date of grant, or $6.48 per share.	
(4)	The value of option awards granted in 2010 is based on the grant date fair value.	
(5)	Mr. Vituli ceased to be Chief Executive Officer of Fiesta Restaurant Group effective as of August 15, 2011 and, after the distribution date will continue to be the Chairman of the board of directors of Fiesta Restaurant Group and will not be an executive officer of Fiesta Restaurant Group.	
(6)	Mr. Accordino ceased to be the President and Chief Operating Officer of Fiesta Restaurant Group as of August 15, 2011 and, will not be a director of Fiesta Restaurant Group after the distribution date.	
(7)	Effective as of the distribution date, Mr. Flanders will serve as interim Chief Financial Officer of Fiesta Restaurant Group until such time as Fiesta Restaurant Group hires a permanent Chief Financial Officer.	
Fiesta Restaurant Group 2012 Stock Incentive Plan
Our board of directors will adopt a 2012 Stock Incentive Plan (the “Fiesta Plan”), which will be approved by Carrols, our sole stockholder, before the distribution date. The following is a general description of the Fiesta Plan.
Purpose . The purpose of the Fiesta Plan will be to attract and retain persons eligible to participate in the Fiesta Plan, such as our officers, employees, associates, directors and any consultants or advisors providing services to us, motivate these individuals to achieve our long-term goals, and further align the interests of these individuals with the interests of our stockholders.
Administration . The Fiesta Plan will be administered by our compensation committee. Our board of directors can also administer the Fiesta Plan if a compensation committee or other committee has not been appointed or is not eligible to act. The compensation committee will have the authority to (1) select Fiesta Plan
 
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participants, (2) determine whether and to what extent stock options, stock appreciation rights and stock awards are to be granted and the number of shares of stock to be covered by each award (other than an outside director award), (3) approve forms of agreement for use under the Fiesta Plan, (4) determine terms and conditions of awards (including, but not limited to, the option price, any vesting restriction or limitation, any vesting acceleration or waiver or forfeiture, and any right of repurchase, right of first refusal or other transfer restriction regarding any award), (5) modify, amend or adjust the terms and conditions of any award, (6) determine the fair market value of our common stock, and (7) determine the type and amount of consideration to be received by us for any stock award issued. Any determination with respect to any award will be made in the sole discretion of the compensation committee.
Eligibility . Any employee, officer, director, associate, advisor or consultant to us or any of our affiliates will be generally eligible to participate in the Fiesta Plan. In each case, the compensation committee will select the actual grantees.
Awards . The Fiesta Plan will provide for the grant of stock options and stock appreciation rights (“SARs”), stock awards, performance awards and outside director stock awards. No award may be granted under the Fiesta Plan on or after                     , 2022 or such earlier time as our board of directors may determine.
Shares Subject to the Fiesta Plan . The aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the Fiesta Plan will be                      shares. The maximum number of shares that may be covered by stock options, SARs and stock awards, in the aggregate, granted to any one participant during any calendar year will be 275,000 shares and in the case of an employee covered by Section 162(m) of the Code, if any such awards are cancelled, the number of shares subject to such award shall continue to count against the foregoing limit of 275,000 shares. Any award settled in cash will be based on the fair market value of the shares of stock subject to such award. If an award granted under the Fiesta Plan terminates, lapses or is forfeited without the delivery of shares or any shares of restricted stock granted under the Fiesta Plan are forfeited, then the shares covered by the terminated, lapsed or forfeited award or the forfeited restricted stock, as applicable, will again be available for grant.
In the event of any change affecting the outstanding shares of our common stock by reason of, among other things, a stock dividend, special cash dividend, stock split, combination or exchange of shares, recapitalization or other change in our capital structure, our corporate separation or division (including, but not limited to, a split-up, spin-off, split-off or other distribution to our stockholders, other than a normal cash dividend), sale by us of all or a substantial portion of our assets (measured on either a stand-alone or consolidated basis), reorganization, rights offering, partial or complete liquidation, merger or consolidation in which we are the surviving corporation or any event similar to the foregoing, the compensation committee, in its discretion, may generally make such substitution or adjustment as it deems equitable as to (1) the number or kind of shares that may be delivered under the Fiesta Plan and/or the number or kind of shares subject to outstanding awards, (2) the exercise price of outstanding options, outside director options and SARs and/or (3) other affected terms of the awards.
Options and Stock Appreciation Rights . Under the Fiesta Plan, the compensation committee may grant both options intended to constitute “incentive stock options” within the meaning of Section 422 of the Code and non-qualified stock options. The exercise price for options will be determined by the compensation committee, but the exercise price cannot be less than 100% of the fair market value of our common stock on the grant date. In the case of incentive stock options granted to an employee who, immediately before the grant of an option, owns stock representing more than 10% of the voting power of all classes of our stock or the stock of any of our subsidiaries, the exercise price cannot be less than 110% of the fair market value of a share of our common stock on the grant date and the incentive stock option will terminate on a date not later than the fifth anniversary of the date on which such incentive stock option was granted.
The compensation committee will determine when, and upon what terms and conditions, options granted under the Fiesta Plan will be exercisable, except that no option will be exercisable more than 10 years after the date on which it is granted. The compensation committee will determine the vesting of stock options at the time
 
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of grant, except that no stock option shall become vested earlier than the first anniversary of, or later than the seventh anniversary of, the date of grant of such stock option, and the participant must remain in active employment or service with us or an affiliate until the applicable vesting date. The exercise price may generally be paid (1) with cash, (2) unrestricted and vested shares of our common stock owned by the optionee, (3) unless otherwise prohibited by law for either us or the optionee, by irrevocably authorizing a third party to sell shares (or a sufficient portion of the shares) of our common stock acquired upon the exercise of the stock option and remit to us a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise, or (4) a combination of the above methods.
The compensation committee may only grant SARs under the Fiesta Plan as a standalone award. The compensation committee will determine the term of a SAR at the time of grant, except that no SAR will be exercisable more than 10 years after the date on which it is granted. The compensation committee will determine the vesting of a SAR at the time of grant, except that no SAR shall become vested earlier than the first anniversary of the date of, or later than the seventh anniversary of, the date of grant of such SAR, and the participant must remain in active employment or service with us or an affiliate until the applicable vesting date. When a SAR recipient exercises his or her SAR with respect to a share, the recipient is entitled to an amount equal to the difference between the fair market value of a share of our common stock on the SAR’s grant date compared to the fair market value of such a share on the date the SAR is exercised. The amount will be paid in the form of either cash or our common stock, depending on the terms of the applicable award agreement.
Unless otherwise provided in the applicable award agreement, stock options or SARs granted under the Fiesta Plan will have the following terms:
 
 	•	 	If a participant’s employment or provision of services terminates by reason of death or Disability (as defined in the Fiesta Plan), all stock options or SARs held by such participant will become fully vested and exercisable and may be exercised until the earlier of the one year anniversary of such death or termination of employment or services, as applicable, and the expiration of the stock option’s or SAR’s term.	
 
 	•	 	If a participant’s employment or provision of services is terminated and the participant is age 65 or older and has completed at least five years of service for us (“Retirement”), any stock option or SAR held by such participant may thereafter be exercised, to the extent it was exercisable at the time of termination, until the earlier of the six month anniversary of such termination of employment or provision of services, and the expiration of such stock option’s or SAR’s term. Any stock option or SAR that is unvested or unexercisable on the date of termination shall immediately terminate.	
 
 	•	 	If a participant’s employment or provision of services terminates involuntarily without Cause (as defined in the Fiesta Plan), and for reasons other than death, Disability or Retirement, any stock option or SAR held by such participant may thereafter be exercised, to the extent it was exercisable at the time of termination, until the earlier of the three month anniversary of such termination of employment or provision of services, and the expiration of such stock option’s or SAR’s term. Any stock option or SAR that is unvested or unexercisable on the date of termination shall immediately terminate.	
 
 	•	 	If a participant’s employment or provision of services terminates involuntarily for Cause, all outstanding stock options or SARs held by such participant (whether vested or unvested) shall immediately terminate.	
 
 	•	 	If a participant’s employment or provision of services is terminated by the participant for any reason other than death, Disability or Retirement, any stock option or SAR held by such participant may thereafter be exercised, to the extent it was exercisable at the time of termination, until the earlier of the one month anniversary of such termination of employment or provision of services, and the expiration of such stock option’s or SAR’s term. Any stock option or SAR that is unvested or unexercisable at the date of termination shall immediately terminate.	
 
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Stock Awards . The compensation committee may grant awards of shares, restricted shares and restricted stock units upon the terms, conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations as it determines. The compensation committee determines the vesting of stock awards at the time of grant, except that no stock award shall become vested earlier than the first anniversary of, or later than the seventh anniversary of, the date of grant of such stock award, and the participant must remain in active employment or service with us or an affiliate until the applicable vesting date.
Except as otherwise provided in the applicable award agreement, if a participant’s employment or provision of services is (1) terminated by death, Disability or by us for any reason other than Cause, all stock underlying a stock award will become fully vested and non-forfeitable, and (2) terminated by us for Cause or by the participant for any reason other than death or Disability, all stock underlying a stock award, to the extent unvested at the time of termination, will be forfeited.
Performance Awards . The right of a participant to exercise or receive a grant or settlement of any award, and its timing, may be subject to performance conditions specified by the compensation committee at the time of grant. The compensation committee may use business criteria and other measures of performance it deems appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase amounts payable under any award subject to performance conditions, except as limited under the Fiesta Plan in the case of a performance award intended to qualify as performance-based compensation under Section 162(m) of the Code.
Awards granted under the Fiesta Plan may be designed to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code. Pursuant to Section 162(m) of the Code, we generally may not deduct for federal income tax purposes compensation paid to our chief executive officer or our three other highest paid executive officers (other than our chief financial officer) to the extent that any of these persons receive more than $1 million in compensation in any single year. However, if the compensation qualifies as “performance-based” for Section 162(m) purposes, we can deduct for federal income tax purposes the compensation paid even if such compensation exceeds $1 million in a single year.
The performance goals for performance awards intended to qualify as performance-based compensation under Section 162(m) of the Code shall be based on one or more of the following business criteria:
 
 	•	 	Earnings before any or all of interest, tax, depreciation or amortization (actual and adjusted and either in the aggregate or on a per-share basis);	
 
 	•	 	Earnings (either in the aggregate or on a per-share basis);	
 
 	•	 	Net income or loss (either in the aggregate or on a per-share basis);	
 
 	•	 	Operating profit;	
 
 	•	 	Cash flow (either in the aggregate or on a per-share basis);	
 
 	•	 	Free cash flow (either in the aggregate on a per-share basis);	
 
 	•	 	Non-interest expense;	
 
 	•	 	Costs;	
 
 	•	 	Gross revenues;	
 
 	•	 	Reductions in expense levels;	
 
 	•	 	Operating and maintenance cost management and employee productivity;	
 
 	•	 	Share price or total stockholder return (including growth measures and total stockholder return or attainment by the shares of a specified value for a specified period of time);	
 
 	•	 	Net economic value;	
 
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 	•	 	Economic value added or economic value added momentum;	
 
 	•	 	Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, sales, market share, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets and goals relating to acquisitions or divestitures;	
 
 	•	 	Return on average assets or average equity;	
 
 	•	 	Achievement of objectives relating to diversity, employee turnover or other human capital metrics;	
 
 	•	 	Results of customer satisfaction surveys or other objective measures of customer experience; and/or	
 
 	•	 	Debt ratings, debt leverage, debt service, financings and refinancings.	
The compensation committee may, on the grant date of an award intended to qualify as “performance-based compensation,” provide that the formula for such award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, non-recurring gain or loss.
The levels of performance required with respect to any performance goals may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. The compensation committee shall specify the weighting (which may be the same or different for multiple performance goals) to be given to each performance goal for purposes of determining the final amount payable with respect to any performance award. Any one or more of the performance goals or the business criteria on which they are based may apply to the participant, a department, unit, division or function within Fiesta Restaurant Group (except for total stockholder return or earnings per share criteria) or any one or more subsidiaries, and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices).
Settlement of performance awards may be in cash or our common stock, or other awards, or other property, in the discretion of the compensation committee. Any cash-settled performance award will be based on the fair market value of the shares of our common stock subject to the performance award at the time of settlement. The compensation committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with a performance award, but may not exercise discretion to increase any such amount payable in respect of a performance award intended to constitute “performance-based compensation” for Section 162(m) of the Code. Subject to the requirements of Section 162(m) of the Code, the compensation committee shall specify the circumstances in which a performance award shall be forfeited or paid in the event of a termination of employment at least six months prior to the end of a performance period or settlement of a performance award, and other terms relating to such performance award.
Outside Director Stock Options. The exercise price per share of common stock purchasable under an outside director stock option will be the Fair Market Value (as defined under the Fiesta Plan) per share on the date the outside director stock option is granted.
Unless otherwise provided in the applicable award agreement, an outside director stock option shall become vested and non-forfeitable with respect to one-fifth of the stock subject to such outside director stock option on the first anniversary of the date the outside director stock option is granted, with an additional one-fifth of the stock subject to such outside director stock option becoming vested and non-forfeitable on each of the second, third, fourth and fifth anniversaries of the date of grant, provided that the outside director shall have continuously remained a director of Fiesta Restaurant Group through the applicable vesting date. Any outside director stock option that is unvested at the date of termination of the outside director’s provision of services shall be forfeited upon such termination. Outside director stock options will be evidenced by option agreements, in a form approved by the compensation committee.
 
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Outside director stock options may be exercised in the same manner as provided for stock options. See “—Grants of Plan Based Awards—Fiesta Restaurant Group 2012 Stock Incentive Plan—Options and Stock Appreciation Rights.”
No outside director stock option shall be exercisable more than seven years after the date the outside director stock option is granted.
An outside director stock option (i) shall be transferable by the outside director to a Family Member (as defined under the Fiesta Plan) of the outside director, provided that (A) any such transfer shall be by gift with no consideration and (B) no subsequent transfer of such outside director stock option shall be permitted other than by will or the laws of descent and distribution, and (ii) shall not otherwise be transferable except by will or the laws of descent and distribution. An outside director stock option shall be exercisable, during the outside director’s lifetime, only by the outside director or by the guardian or legal representative of the outside director, it being understood that the terms “holder” and “outside director” include the guardian and legal representative of the outside director named in the applicable option agreement and any person to whom the outside director stock option is transferred (X) pursuant to the first sentence of this paragraph or pursuant to the applicable option agreement or (Y) by will or the laws of descent and distribution.
Outside Director Stock Awards . Following the distribution date, each outside director appointed to our board of directors shall receive as of the date of such appointment, stock awards of an aggregate fair market value of $100,000 on the date of grant.
On the date of each annual meeting of Fiesta Restaurant Group beginning with the first annual meeting of stockholders following the distribution date, outside directors will receive a number of shares of our restricted common stock having an aggregate fair market value of $25,000 on the date of grant.
Unless otherwise provided in the applicable award agreement, with respect to outside director stock awards granted annually on the date of each annual meeting of stockholders, an outside director stock award will vest and become exercisable in installments over five years with one-fifth of the shares underlying the outside director stock award vesting and becoming exercisable on the first anniversary of the date such award is granted and an additional one-fifth of the underlying shares vesting and becoming exercisable on each subsequent anniversary of such grant date, provided that the outside director continuously remains a director through the applicable vesting date. Any unvested shares underlying an outside director stock award will be immediately forfeited upon the outside director ceasing to be a director.
Change of Control . In the event of a Change in Control (as defined in the Fiesta Plan), (i) outstanding and unvested stock options, outside director stock options and SARs will be fully vested and exercisable, (ii) restrictions on outstanding stock awards and outside director stock awards will lapse and the shares relating to such awards will become fully vested and transferable, and (iii) provided it would not trigger adverse tax consequences under Section 409A of the Code, outstanding awards will be subject to any agreement of acquisition, merger or reorganization that effects such Change in Control and that provides for the continuation of outstanding awards by us, assumption of outstanding awards, substitution of equivalent awards for the outstanding awards or settlement of each share of stock subject to an outstanding award for the change in control price (as defined in the Fiesta Plan).
 
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth certain historical information with respect to the value of all equity awards that were outstanding at the 2010 fiscal year end for each of the Named Executive Officers of Carrols Restaurant Group. All such equity awards were granted under the Carrols Plan and were options for Carrols Restaurant Group common stock. The treatment in the spin-off of these awards and all other outstanding awards subsequently granted under the Carrols Plan is described under “The Spin-Off – Treatment of Carrols Restaurant Group Stock Based Awards.”

 	 	Option Awards	 	 	Stock Awards	 	
Name	 	Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable	 	 	Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable	 	 	Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)	 	 	Option
Exercise
Price
($)(4)	 	 	Option
Expiration
Date	 	 	Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)	 	 	Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)	 	 	Equity
Incentive
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)	 	 	Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)	 	
Alan Vituli (1)(2)(5)	 	 	94,800	  	 	 	23,700	  	 	 	—  	  	 	$	13.00	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	94,800	  	 	 	23,700	  	 	 	—  	  	 	$	15.60	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	56,000	  	 	 	40,000	  	 	 	—  	  	 	$	8.08	  	 	 	01/15/2015	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	36,800	  	 	 	59,200	  	 	 	—  	  	 	$	2.60	  	 	 	01/15/2016	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	—  	  	 	 	100,000	  	 	 	—  	  	 	$	6.48	  	 	 	01/15/2017	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Daniel T. Accordino (1)(3)(6)	 	 	63,200	  	 	 	15,800	  	 	 	—  	  	 	$	13.00	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	63,200	  	 	 	15,800	  	 	 	—  	  	 	$	15.60	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	37,333	  	 	 	26,667	  	 	 	—  	  	 	$	8.08	  	 	 	01/15/2015	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	24,533	  	 	 	39,467	  	 	 	—  	  	 	$	2.60	  	 	 	01/15/2016	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	—  	  	 	 	60,000	  	 	 	—  	  	 	$	6.48	  	 	 	01/15/2017	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Paul R. Flanders (1)(7)	 	 	5,880	  	 	 	1,470	  	 	 	—  	  	 	$	13.00	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	5,880	  	 	 	1,470	  	 	 	—  	  	 	$	15.60	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	6,417	  	 	 	4,583	  	 	 	—  	  	 	$	8.08	  	 	 	01/15/2015	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	3,833	  	 	 	6,167	  	 	 	—  	  	 	$	2.60	  	 	 	01/15/2016	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	—  	  	 	 	10,000	  	 	 	—  	  	 	$	6.48	  	 	 	01/15/2017	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
James E. Tunnessen (1)	 	 	7,680	  	 	 	1,920	  	 	 	—  	  	 	$	13.00	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	7,680	  	 	 	1,920	  	 	 	—  	  	 	$	15.60	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	4,375	  	 	 	3,125	  	 	 	—  	  	 	$	8.08	  	 	 	01/15/2015	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	3,833	  	 	 	6,167	  	 	 	—  	  	 	$	2.60	  	 	 	01/15/2016	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	—  	  	 	 	10,000	  	 	 	—  	  	 	$	6.48	  	 	 	01/15/2017	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Joseph A. Zirkman (1)	 	 	7,680	  	 	 	1,920	  	 	 	—  	  	 	$	13.00	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	7,680	  	 	 	1,920	  	 	 	—  	  	 	$	15.60	  	 	 	12/14/2013	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	4,492	  	 	 	3,208	  	 	 	—  	  	 	$	8.08	  	 	 	01/15/2015	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	3,833	  	 	 	6,167	  	 	 	—  	  	 	$	2.60	  	 	 	01/15/2016	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	—  	  	 	 	10,000	  	 	 	—  	  	 	$	6.48	  	 	 	01/15/2017	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
 
(1)	In December 2006, January 2008, January 2009 and January 2010, Carrols Restaurant Group granted option awards to each Named Executive Officer pursuant to the Carrols Plan. Messrs. Vituli and Accordino were each granted non-qualified stock options. Messrs. Flanders, Tunnessen and Zirkman were each granted incentive stock options within the meaning of Section 422 of the Code. All such options vest over a period of five years, with one-fifth of such options vesting and becoming exercisable on the first anniversary of the grant date and one-sixtieth of such options vesting and becoming exercisable monthly on the first day of each month subsequent to the first anniversary of the grant date.	
(2)	Pursuant to Mr. Vituli’s current employment agreement, all of Mr. Vituli’s unvested stock options will immediately vest and become exercisable in the event that Carrols Restaurant Group or Carrols elect not to	
 
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 	renew Mr. Vituli’s employment agreement after the extended term, which expires on December 31, 2011, and Mr. Vituli ceases to be employed after the end of such extended term, or if Mr. Vituli’s employment is terminated by Carrols Restaurant Group or Carrols without cause (as defined in Mr. Vituli’s employment agreement) or upon Mr. Vituli’s retirement.	
(3)	Pursuant to Mr. Accordino’s employment agreement, all of Mr. Accordino’s unvested stock options will immediately vest and become exercisable in the event that Mr. Accordino’s employment is terminated by Mr. Accordino for the reason that Mr. Vituli has ceased to be Chief Executive Officer of Carrols Restaurant Group or Carrols and a person other than Mr. Accordino has succeeded Mr. Vituli as Chief Executive Officer.	
(4)	Stock options are granted with an exercise price per share equal to the closing price of Carrols Restaurant Group’s common stock on the grant date.	
(5)	Mr. Vituli ceased to be Chief Executive Officer of Fiesta Restaurant Group effective as of August 15, 2011 and, after the distribution date will continue to be the Chairman of the board of directors of Fiesta Restaurant Group and will not be an executive officer of Fiesta Restaurant Group.	
(6)	Mr. Accordino ceased to be the President and Chief Operating Officer of Fiesta Restaurant Group as of August 15, 2011 and, will not be a director of Fiesta Restaurant Group after the distribution date.	
(7)	Effective as of the distribution date, Mr. Flanders will serve as interim Chief Financial Officer of Fiesta Restaurant Group until such time as Fiesta Restaurant Group hires a permanent Chief Financial Officer.	
 
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OPTIONS EXERCISED AND STOCK VESTED
The Named Executive Officers of Carrols Restaurant Group did not exercise any Carrols Restaurant Group stock options during the fiscal year ended December 31, 2010. In addition, as of the fiscal year ended December 31, 2010, the Named Executive Officers of Carrols Restaurant Group did not hold any restricted stock of Carrols Restaurant Group. However, in January 2011, the Named Executive Officers were granted restricted stock of Carrols Restaurant Group under the Carrols Plan.
NONQUALIFIED DEFERRED COMPENSATION
Carrols Restaurant Group Deferred Compensation Plan
Carrols Restaurant Group has a Deferred Compensation Plan for employees not eligible to participate in the Carrols Corporation Retirement Savings Plan (the “Retirement Plan”) because they have been excluded as “highly compensated” employees (as so defined in the Retirement Plan), to voluntarily defer portions of their base salary and annual bonus. An eligible employee may elect, on a deferral agreement, to defer all or a specified percentage of base salary and, if applicable, all or a specified percentage of cash bonuses. All amounts deferred by the participants earn interest at 8% per annum. Carrols Restaurant Group does not match any portion of the funds. All of the Named Executive Officers are eligible to participate in Carrols Restaurant Group Deferred Compensation Plan. The treatment of contributions, earnings and balances in the spin-off is described under “Certain Relationships and Related Party Transactions—Agreements with Carrols Restaurant Group—Employee Matters Agreement.”
The following table describes contributions, earnings and balances at December 31, 2010 under Carrols Restaurant Group Deferred Compensation Plan of the Named Executive Officers of Carrols Restaurant Group.

Name	  	Executive
Contributions
in Last FY
($)	 	  	Registrant
Contributions
in Last FY
($)	 	  	Aggregate
Earnings
in Last FY
($)(1)	 	  	Aggregate
Withdrawals/
Distributions
($)	 	 	Aggregate
Balance at
Last FYE
($)(2)	 	
Alan Vituli (3)	  	 	—  	  	  	 	—  	  	  	$	109,487	  	  	 	—  	  	 	$	1,428,620	  	
Daniel T. Accordino (4)	  	 	—  	  	  	 	—  	  	  	$	47,392	  	  	$	(724,115	) 	 	$	618,380	  	
Paul R. Flanders (5)	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	 	 	—  	  	
James E. Tunnessen	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	 	 	—  	  	
Joseph A. Zirkman	  	 	—  	  	  	 	—  	  	  	 	—  	  	  	 	—  	  	 	 	—  	  	
 
(1)	Earnings represent the interest earned on amounts deferred at 8.0% per annum.	
(2)	Amounts reported in this column include contributions that the Named Executive Officer made in 2008 and 2007, as well as aggregate earnings on the account balances as of the end of the 2010 fiscal year.	
(3)	Mr. Vituli will be the Chairman of the board of directors of Fiesta Restaurant Group and will not be an executive officer of Fiesta Restaurant Group.	
(4)	Mr. Accordino will not be an executive officer of Fiesta Restaurant Group.	
(5)	Effective as of the distribution date, Mr. Flanders will serve as interim Chief Financial Officer of Fiesta Restaurant Group until such time as Fiesta Restaurant Group hires a permanent Chief Financial Officer.	
Fiesta Restaurant Group Deferred Compensation Plan
Fiesta Restaurant Group will adopt a Deferred Compensation Plan for employees not eligible to participate in the Fiesta Restaurant Group Retirement Savings Plan (the “Fiesta Retirement Plan”) because they have been excluded as “highly compensated” employees (as so defined in the Fiesta Retirement Plan), to voluntarily defer portions of their base salary and annual bonus. An eligible employee may elect, on a deferral agreement, to defer all or a specified percentage of base salary and, if applicable, all or a specified percentage of cash bonuses. All amounts deferred by the participants earn interest at 8% per annum. Fiesta Restaurant Group does not match any portion of the funds.
 
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-OF-CONTROL
Vituli and Accordino Employment Agreements
Mr. Vituli’s and Mr. Accordino’s respective employment agreements provide that if Mr. Vituli’s or Mr. Accordino’s employment is terminated without cause (as defined in their respective employment agreements) or Mr. Vituli or Mr. Accordino terminate their respective employment for good reason (as defined in their respective employment agreements), (a) in each case within twelve months following a change of control (as defined in their respective employment agreements), or (b) and a binding agreement with respect to a change of control transaction was entered into during the term of his employment and such change of control transaction occurs within 12 months after the date of his termination of employment, then in either case, Mr. Vituli and Mr. Accordino will each receive a cash lump sum payment equal to 2.99 multiplied by the average of the sum of the their respective base salary and the annual bonus paid under the Carrols Executive Bonus Plan or deferred in accordance with the Deferred Compensation Plan in the five calendar years prior to the date of termination. Their respective employment agreements also provide that if Mr. Vituli’s or Mr. Accordino’s employment is terminated by Carrols Restaurant Group or Carrols without cause (other than following a change of control as described above) or Mr. Vituli or Mr. Accordino terminate their respective employment for good reason (other than following a change of control as described above), Mr. Vituli and Mr. Accordino will each receive a cash lump sum payment in an amount equal to two multiplied by the average of the sum of their respective base salary and the annual bonus paid under the Carrols Executive Bonus Plan or deferred in accordance with the Deferred Compensation Plan in the five calendar years prior to the date of termination. Their respective employment agreements include non-competition and non-solicitation provisions effective during the term of their respective employment agreements and for two years following the termination of their respective employment agreements. The spin-off is not a change of control under Mr. Vituli’s and Mr. Accordino’s respective employment agreements and will not result in any payments related to change of control under such agreements.
Carrols Restaurant Group and Carrols Change of Control/Severance Agreement
In December 2006, Carrols Restaurant Group and Carrols entered into a change of control/severance agreement with each of Messrs. Flanders, Tunnessen and Zirkman and six of its other officers. Each change of control/severance agreement provides that if within one year following a “change of control” (as defined in the change of control/severance agreement), such employee’s employment is terminated by Carrols Restaurant Group or Carrols without cause (as defined in the change of control/severance agreement) or by such employee for good reason (as defined in the change of control/severance agreement), then such employee will be entitled to receive (a) a cash lump sum payment in the amount equal to the product of 18 and the employee’s monthly base salary at the then current rate, (b) an amount equal to the aggregate bonus payment for the year in which the employee incurs a termination of employment to which the employee would otherwise have been entitled had his employment not terminated under the Carrols Executive Bonus Plan then in effect, and (c) continued coverage under Carrols Restaurant Group’s welfare and benefits plans for such employee and his dependents for a period of up to 18 months. Each change of control/severance agreement also provides that if prior to a change of control or more than one year after a change of control, such employee’s employment is terminated by Carrols Restaurant Group or Carrols without cause or by such employee for good reason, then such employee will be entitled to receive (a) a cash lump sum payment in the amount equal to one year’s salary at the then current rate, (b) an amount equal to the pro rata portion of the aggregate bonus payment for the year in which the employee incurs a termination of employment to which the employee would otherwise have been entitled had his employment not terminated under the Carrols Executive Bonus Plan then in effect, and (c) continued coverage under Carrols Restaurant Group’s welfare and benefits plans for such employee and his dependents for a period of up to 18 months. The payments and benefits due under each change of control/severance agreement cannot be reduced by any compensation earned by the employee as a result of employment by another employer or otherwise. The payments are also not subject to any set-off, counterclaim, recoupment, defense or other right that Carrols Restaurant Group may have against the employee. The spin-off is not a change of control under the change of control/severance agreements, and the spin-off and changes in the management of Carrols Restaurant Group will not result in any payments under such agreements.
 
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The following table summarizes estimated benefits that would have been payable to Messrs. and Accordino if the employment of such executive officer had been (1) terminated on December 31, 2010 by Carrols Restaurant Group without “cause” or by the executive officer for “good reason” within 12 months of a change of control of Carrols Restaurant Group; (2) terminated on December 31, 2010 by Carrols Restaurant Group without “cause” or by the executive officer for “good reason” and (a) a binding agreement with respect to a change of control transaction was entered into during the term of employment of such executive officer and (b) such change of control transaction occurs within 12 months after the date of termination of employment of such executive officer; (3) terminated by Carrols Restaurant Group for “cause” or by the executive without “good reason” on December 31, 2010; (4) terminated by Carrols Restaurant Group without “cause” or by the executive for “good reason”; (5) terminated by Carrols Restaurant Group due to disability; and (6) terminated due to death. The closing price of Carrols Restaurant Group’s common stock on December 31, 2010 (the last trading day in Carrols Restaurant Group’s 2010 fiscal year) was $7.42.
Mr. Vituli ceased to be Chief Executive Officer of Fiesta Restaurant Group effective as of August 15, 2011 and, after the distribution date will continue to be the Chairman of the board of directors of Fiesta Restaurant Group and will not be an executive officer of Fiesta Restaurant Group. Mr. Accordino ceased to be the President and Chief Operating Officer of Fiesta Restaurant Group as of August 15, 2011 and, will not be a director of Fiesta Restaurant Group after the distribution date.

Name	 	Terminated
Without
Cause or by
Employee
For
Good
Reason
Within
12 Months
of a
Change in
Control
($)	 	 	Terminated
Without
Cause
or by
Employee
For
Good
Reason
Within
12 Months
of a
Change in
Control
Pursuant to
a
Binding
Agreement
Entered
Into Prior to
Termination
($)	 	 	Terminated
For
Cause
or by
Employee
Without
Good
Reason
($)	 	 	Terminated
Without
Cause
or by
Employee
For
Good
Reason
($)	 	 	Disability
($)	 	 	Death
($)	 	
Alan Vituli	 				 				 				 				 				 				
Severance	 	$	2,873,416 	(1) 	 	$	2,873,416 	(1) 	 	$	—  	  	 	$	1,922,018 	(2) 	 	$	2,078,688 	(3) 	 	$	—  	  	
Bonus (4)	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Accrued Vacation (5)	 	 	53,300	  	 	 	53,300	  	 	 	53,300	  	 	 	53,300	  	 	 	—  	  	 	 	—  	  	
Welfare Benefits (6)	 	 	194,955	  	 	 	194,955	  	 	 	—  	  	 	 	194,955	  	 	 	194,955	  	 	 	194,955	  	
Deferred Compensation Plan (7)	 	 	1,486,726	  	 	 	1,486,726	  	 	 	1,486,726	  	 	 	1,486,726	  	 	 	1,486,726	  	 	 	1,486,726	  	
Equity (8)	 	 	556,720	  	 	 	556,720	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Total	 	$	5,165,117	  	 	$	5,165,117	  	 	$	1,540,026	  	 	$	3,656,998	  	 	$	3,760,369	  	 	$	1,681,681	  	
Daniel T. Accordino	 				 				 				 				 				 				
Severance	 	$	2,194,249 	(1) 	 	$	2,194,249 	(1) 	 	$	—  	  	 	$	1,467,725 	(2) 	 	$	1,599,096 	(3) 	 	$	—  	  	
Bonus (4)	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Accrued Vacation (5)	 	 	41,002	  	 	 	41,002	  	 	 	41,002	  	 	 	41,002	  	 	 	—  	  	 	 	—  	  	
Welfare Benefits (6)	 	 	289,973	  	 	 	289,973	  	 	 	—  	  	 	 	289,973	  	 	 	289,973	  	 	 	289,973	  	
Deferred Compensation Plan (7)	 	 	643,531	  	 	 	643,531	  	 	 	643,531	  	 	 	643,531	  	 	 	643,531	  	 	 	643,531	  	
Equity (8)	 	 	364,880	  	 	 	364,880	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
Total	 	$	3,533,635	  	 	$	3,533,635	  	 	$	684,533	  	 	$	2,442,231	  	 	$	2,532,600	  	 	$	933,504	  	
 
(1)	Reflects a lump sum cash payment in an amount equal to 2.99 multiplied by the average of the sum of the base salary and the annual bonus paid under the Carrols Executive Bonus Plan or deferred in accordance with the Deferred Compensation Plan in the five calendar years prior to the date of termination (the “Five-Year Compensation Average”).	
 
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(2)	Reflects a lump sum cash payment in an amount equal to 2.00 multiplied by such executive officer’s Five Year Compensation Average.	
(3)	Such amounts based on the base salary in effect at December 31, 2010 of $692,896 and $533,032 for Messrs. Vituli and Accordino, respectively, for a period of three years.	
(4)	Reflects a lump sum cash payment in an amount equal to the pro rata portion of Messrs. Vituli’s and Accordino’s annual bonus under Carrols Executive Bonus Plan for the year in which such executive officer’s employment is terminated. Amount represents the bonus earned by the executive for the year ended December 31, 2010.	
(5)	Amount represents four weeks of accrued but unpaid vacation as of December 31, 2010 based on the annual salary of $692,896 and $533,032 in effect at December 31, 2010 for Messrs. Vituli and Accordino, respectively.	
(6)	The employment agreements for Messrs. Vituli and Accordino each require continued coverage under Carrols Restaurant Group’s welfare and benefits plans for such executive officer and his eligible dependents for the remainder of their respective lives. The amount included in this table was actuarially determined based on the present value of future health care premiums paid for by Carrols Restaurant Group’s discounted at a rate of 5.54%.	
(7)	Reflects all amounts previously deferred under Carrols Restaurant Group’s Deferred Compensation Plan, including any accrued interest through the six-month anniversary of the date of termination of employment, and not yet paid by Carrols Restaurant Group as of December 31, 2010.	
(8)	All outstanding stock options held by the executive officer will automatically vest and become exercisable. Unlike other payments in this table, the options vest and become immediately exercisable in accordance with the Carrols Plan even if the executive officer’s employment is not terminated following a change of control (i.e. it is a “single trigger”). The amount is based on the stock options held by each executive officer at December 31, 2010 and the closing price of Carrols Restaurant Group’s common stock on December 31, 2010 of $7.42. At December 31, 2010, stock options granted in January 2009 and January 2010 were considered in-the-money as the closing price exceeded the exercise price of Carrols Restaurant Group’s common stock.	
The following table summarizes estimated benefits that would have been payable to each Named Executive Officer of Carrols Restaurant Group identified in the table if the employment of such executive officer had been terminated on December 31, 2010 by Carrols Restaurant Group without “cause” or by the executive officer for “good reason” within one year after a change of control; or if the employment of such executive officer had been terminated on December 31, 2010 by Carrols Restaurant Group without “cause” or by the executive officer for “good reason” prior to a change of control or more than one year after a change of control:

 	  	Paul R. Flanders	 	 	James E. Tunnessen	 	 	Joseph A. Zirkman	 	
 	  	Terminated
Without
Cause or
by
Employee
for
Good
Reason
Within 12
Months of
a
Change in
Control
(1)($)	 	 	Terminated
Without
Cause
or by
Employee
for Good
Reason
Prior to
a Change
in
Control or
More Than
One Year
After
a
Change in
Control
(2)($)	 	 	Terminated
Without
Cause or
by
Employee
for
Good
Reason
Within 12
Months of
a
Change in
Control
(1)($)	 	 	Terminated
Without
Cause or
by
Employee
for Good
Reason
Prior to
a Change
in
Control or
More Than
One Year
After
a
Change in
Control
(2)($)	 	 	Terminated
Without
Cause or
by
Employee
for
Good
Reason
Within 12
Months of
a
Change in
Control
(1)($)	 	 	Terminated
Without
Cause
or by
Employee
for Good
Reason
Prior to
a Change
in
Control or
More Than
One Year
After
a
Change in
Control
(2)($)	 	
Severance	  	$	407,243 	(1) 	 	$	271,495 	(3) 	 	$	466,847 	(1) 	 	$	311,231 	(3) 	 	$	407,243 	(1) 	 	$	271,495 	(3) 	
Bonus	  	 	78,980 	(2) 	 	 	78,980 	(4) 	 	 	238,944 	(2) 	 	 	238,944 	(4) 	 	 	63,184 	(2) 	 	 	63,184 	(4) 	
Welfare Benefits (5)	  	 	19,741	  	 	 	19,741	  	 	 	19,214	  	 	 	19,214	  	 	 	25,797	  	 	 	25,797	  	
Equity (6)	  	 	57,600	  	 	 	57,600	  	 	 	57,600	  	 	 	57,600	  	 	 	57,600	  	 	 	57,600	  	
Total	  	$	563,564	  	 	$	427,816	  	 	$	782,605	  	 	$	626,989	  	 	$	553,824	  	 	$	418,076	  	
 
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(1)	Reflects a cash lump sum payment in an amount equal to 18 multiplied by the amount of the Named Executive Officer’s monthly base salary in effect at December 31, 2010 plus interest of 6.25% per annum (determined as the prime commercial rate established by the principal lending bank at December 31, 2010 of 3.25% plus 3%) until the time of payment which would be the 5 th business day following the six month anniversary of termination.	
(2)	Reflects an amount equal to the aggregate bonus payment for the year in which the Named Executive Officer incurs a termination of employment to which he would otherwise have been entitled had his employment not terminated under the Carrols Executive Bonus Plan in effect at December 31, 2010. Such payment would be made no later than March 15 th of the calendar year following the calendar year the Named Executive Officer’s employment is terminated.	
(3)	Reflects a cash lump sum payment in the amount equal to one year of base salary in effect at December 31, 2010 plus interest of 6.25% per annum (determined as the prime commercial rate established by the principal lending bank at December 31, 2010 of 3.25% plus 3%) until the time of payment which would be the 5 th business day following the six month anniversary of termination.	
(4)	Reflects an amount equal to the pro rata portion of the aggregate bonus payment for the year in which the Named Executive Officer incurs a termination of employment to which the Named Executive Officer would otherwise have been entitled had his employment not terminated under the Carrols Executive Bonus Plan in effect at December 31, 2010.	
(5)	Reflects continued coverage of group term life and disability insurance and group health and dental plan coverage for such Named Executive Officer and his dependents for a period of 18 months based on rates in effect at December 31, 2010 without discounting.	
(6)	All outstanding stock options held by the Named Executive Officer will automatically vest and become exercisable. Unlike other payments in this table, the options vest and become immediately exercisable in accordance with the Carrols Plan even if the Named Executive Officer’s employment is not terminated following a change of control (i.e. it is a “single trigger”). The amount is based on the stock options held by each Named Executive Officer at December 31, 2010 and the closing price of Carrols Restaurant Group’s common stock on December 31, 2010 of $7.42. At December 31, 2010, stock options granted in January 2009 and January 2010 were considered in-the-money as the closing price exceeded the exercise price of Carrols Restaurant Group’s common stock.	
 
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DIRECTOR COMPENSATION
We intend to use a combination of cash and stock-based compensation to attract and retain qualified non-employee directors to serve on the Fiesta Restaurant Group board of directors. The members of the Fiesta Restaurant Group board of directors, except for any member who is an executive officer or employee, each will receive a fee for serving on our board or board committees. Non-employee directors will receive compensation for board service as follows:
 
 	•	 	Annual retainer of $30,000 per year for serving as a director, except that the Chairman of our board of directors will receive an annual retainer of $45,000 per year.	
 
 	•	 	Attendance fees of an additional $2,000 for each board of directors meeting attended in person and $500 for each board of directors meeting attended telephonically or by videoconference. The chairman of the Fiesta Restaurant Group Audit Committee will receive an additional fee of $10,000 per year and each other member of the Fiesta Restaurant Group Audit Committee will receive an additional fee of $2,500 per year. The chairman of the Fiesta Restaurant Group Compensation Committee will receive an additional fee of $5,000 per year and each other member of the Fiesta Restaurant Group Compensation Committee will receives an additional fee of $2,500 per year. The chairman of the Fiesta Restaurant Group Corporate Governance and Nominating Committee will receive an additional fee of $2,500 per year. All directors will be reimbursed for all reasonable expenses they incur while acting as directors, including as members of any committee of the Fiesta Restaurant Group board of directors.	
 
 	•	 	Pursuant to the Fiesta Plan, upon becoming a director, any future director will receive a number of shares of restricted common stock of Fiesta Restaurant Group having an aggregate fair market value (as defined in the Fiesta Plan) of $100,000.	
 
 	•	 	On the date of each annual meeting of stockholders of Fiesta Restaurant Group beginning with the 2012 annual meeting, members of our board of directors, except for any member who is an executive officer or employee will receive a number of shares of restricted common stock of Fiesta Restaurant Group having an aggregate fair market value (as such term is defined in the Fiesta Plan) of $25,000 on the date of grant.	
 
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 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
All of the outstanding and issued shares of common stock of Fiesta Restaurant Group, which consists of 1,000 shares of its common stock, is owned by Carrols. All of the outstanding and issued shares of common stock of Carrols, which consists of 10 shares of its common stock, is owned by Carrols Restaurant Group. Upon completion of the spin-off, neither Carrols nor Carrols Restaurant Group will beneficially own any shares of our common stock. None of our directors or executive officers currently owns any shares of our common stock, but those who own shares of Carrols Restaurant Group will be treated the same as other holders of Carrols Restaurant Group common stock in any distribution by Carrols Restaurant Group and, accordingly, will receive shares of our common stock in the distribution.
The following table sets forth the anticipated beneficial ownership of our common stock by each of our current directors and our directors nominees following the spin-off; each of our executive officers following the spin-off; all of our directors, director nominees and executive officers following the spin-off as a group; and each of our stockholders who we believe (based on the assumptions described below) will beneficially own more than 5% of our outstanding common stock. Except as otherwise noted below, we based the share amounts on each person’s beneficial ownership of Carrols Restaurant Group common stock on                     , 2012, giving effect to an expected distribution ratio of one share of our common stock for every one share of Carrols Restaurant Group common stock held by such person and the treatment of existing Carrols Restaurant Group stock awards. See “The Spin-Off – Treatment of Carrols Restaurant Group Stock Based Awards.”
Except as otherwise indicated, to the knowledge of Carrols Restaurant Group, all persons listed below have sole voting power and investment power and record and beneficial ownership of their shares, except to the extent that authority is shared by spouses under applicable law.
The information contained in this table reflects “beneficial ownership” as defined in Rule 13d-3 of the Exchange Act. Generally, “beneficial ownership” means that a person has, or may have within 60 days, the sole or shared power to vote or direct the voting of a security and/or the sole or share investment power with respect to a security (i.e, the power to dispose or direct the disposition of a security). Except as otherwise indicated, the address for each beneficial owner is c/o Fiesta Restaurant Group, Inc., 968 James Street, Syracuse, NY 13203.
Immediately following the spin-off, we estimate that                      million shares of our common stock will be issued and outstanding, based on the number of shares of Carrols Restaurant Group common stock expected to be outstanding as of the record date, which will include                      million shares of Carrols Restaurant Group common stock to be issued in connection with the treatment of Carrols Restaurant Group stock awards in the spin-off. For a further description of the treatment of Carrols Restaurant Group stock based awards, see “The Spin-Off—Treatment of Carrols Restaurant Group Stock Based Awards.” The actual number of shares of our common stock outstanding following the spin-off will be determined on                     , 2012, the record date for the spin-off.
 
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Name and Address of Beneficial Owner	  	Amount and Nature of
Beneficial Ownership	 	  	Percent of Class	 	
Jefferies Capital Partners IV LP.	  	 	6,559,739	  	  	 	                    %	  	
Jefferies Employee Partners IV LLC	  				  				
JCP Partners IV LLC (1)	  				  				
First Manhattan Co. (2)	  				  	 	                    %	  	
FMR LLC (3)	  				  	 	                    %	  	
Alan Vituli (4)	  				  	 	                    %	  	
Daniel T. Accordino (5)	  				  	 	                    %	  	
Tim Taft	  	 	—  	  	  	 	—  	  	
Paul R. Flanders (6)	  				  	 	*	  	
James E. (7)	  				  	 	*	  	
Joseph A. Zirkman (8)	  				  	 	*	  	
Joel M. Handel (9)	  				  	 	*	  	
Clayton E. Wilhite (9)	  				  	 	*	  	
Brian P. Friedman (10)	  	 	6,559,739	  	  	 	                    %	  	
Nicholas Daraviras (11)	  	 	—  	  	  	 	—  	  	
Jack A. Smith (9)	  				  	 	*	  	
All directors and executive officers as a group (12)	  				  	 	                    %	  	

*	Less than one percent	
(1)	Information was obtained from a Schedule 13D filed on June 26, 2009 with the SEC. Jefferies Capital Partners IV LP (“JCP IV”) is the record owner of 5,695,472 shares, Jefferies Employee Partners IV LLC (“JEP”) is the record owner of 655,985 shares and JCP Partners IV LLC is the record owner of 208,282 shares. The shares held by the JCP Group may be deemed to be beneficially owned by JCP IV LLC (“General Partner”), the general partner of JCP IV and the managing member of each of JEP and JCP. The shares held by the General Partner may be deemed to be beneficially owned by Jefferies Capital Partners IV LLC (the “Manager”), the managing member of the General Partner. Brian P. Friedman and James L. Luikart, are each managing members of the Manager and in such capacity may each be deemed to be beneficial owner of the shares. The address for each of JCP IV, JEP, JCP, General Partner, the Manager, Mr. Friedman and Mr. Luikart is 520 Madison Avenue, 10th Floor, New York, New York 10022.	
(2)	Information was obtained from a                      filed                      with the SEC. The address for First Manhattan Co. is 437 Madison Avenue, New York, New York 10022.	
(3)	Information was obtained from                      filed on                     . The address for FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109.	
(4)	Includes                      shares held by the Vituli Family Trust,                      shares held by CJN Enterprises of which Mr. Vituli is a general partner,                      shares that are issuable upon the exercise of stock options held by the Vituli Family Trust that are presently exercisable or exercisable within 60 days of                      and 200,000 shares of restricted common stock of Carrols Restaurant Group held directly by Mr. Vituli. CJN Enterprises is a partnership of family members of Mr. Vituli and of which Mr. Vituli is the general partner. All shares are deemed to be beneficially owned by Mr. Vituli. Excludes                      shares held by the Alan Vituli Charitable Remainder Trust, of which Mr. Vituli is not deemed to have beneficial ownership.	
(5)	Includes                      shares that are issuable upon the exercise by Mr. Accordino of stock options that are presently exercisable or exercisable within 60 days of                     .	
(6)	Includes                      shares that are issuable upon the exercise by Mr. Flanders of stock options that are presently exercisable or exercisable within 60 days of                     .	
(7)	Includes                      shares that are issuable upon the exercise by Mr. Tunnessen of stock options that are presently exercisable or exercisable within 60 days of                     .	
(8)	Includes                      shares that are issuable upon the exercise by Mr. Zirkman of stock options that are presently exercisable or exercisable within 60 days of                     .	
 
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(9)	Includes                      shares that are issuable upon the exercise by each of Mr. Handel, Mr. Smith and Mr. Wilhite, respectively, of stock options that are exercisable within 60 days of                     .	
(10)	Includes 6,559,739 shares held by affiliates of the JCP Group as reported in footnote (1) above. Mr. Friedman is a managing member of the Manager and therefore he may be deemed to share voting and investment power over the shares owned by these entities, and therefore to beneficially own such shares. The address of Mr. Friedman is 520 Madison Avenue, 10 th Floor, New York, New York 10022.	
(11)	The address of Mr. Daraviras is 520 Madison Avenue, 10 th Floor, New York, New York 10022.	
(12)	Includes                      shares that are issuable upon the exercise by executive officers and directors of Carrols Restaurant Group upon the exercise of stock options that are presently exercisable or exercisable within 60 days of                     . Also includes 6,559,739 shares held by affiliates of JCP Group as reported in footnote (1) above. Mr. Friedman is a managing member of the Manager and therefore he may be deemed to share voting and investment power over the shares owned by these entities, and therefore to beneficially own such shares.	
 
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 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Agreements with Carrols Restaurant Group
Following the spin-off, our company and Carrols Restaurant Group will operate separately, each as independent public companies. In order to govern the relationship between our company and Carrols Restaurant Group after the spin-off and to provide mechanisms for an orderly transition, we and Carrols Restaurant Group are entering into certain agreements which will facilitate the spin-off, govern our relationship with Carrols Restaurant Group after the spin-off and provide for the allocation of employee benefits, tax and other liabilities and obligations. The following is a summary of the terms of the material agreements we are entering into with Carrols Restaurant Group prior to the spin-off.
Separation and Distribution Agreement
It is anticipated that the terms and conditions of the spin-off will be set forth in a Separation and Distribution Agreement to be entered into by Carrols Restaurant Group, Carrols and us, which we refer to as the “separation agreement.” The separation agreement will provide a framework for the relationship between Carrols Restaurant Group, Carrols and us following the spin-off, will require cooperation between the parties to fulfill the terms of the spin-off and will specify the terms and conditions of the spin-off. We anticipate that the separation agreement will provide for the transfer of a limited number of administrative personnel (including certain executives and real estate personnel) from Carrols to us. It is also expected that the separation agreement will provide that, except as otherwise provided in such agreement, we will assume all of the liabilities and perform all of the obligations arising under or relating to the operation of the Pollo Tropical and Taco Cabana businesses whether incurred before or after the spin-off. The separation agreement will also contain certain mutual releases of liability and cross indemnification provisions customary for this type of transaction.
The Distribution
We and Carrols Restaurant Group will agree to use reasonable best efforts to consummate the spin-off. Among other things, the separation agreement will require the parties to cause the Form 10 registration statement of which this information statement forms a part to become and continue to be effective, distribute this information statement to Carrols Restaurant Group stockholders, take any necessary action under state securities laws; list our common stock on the NASDAQ Global Market and take various actions relating to our corporate governance following the separation. The obligations of the parties to effect the spin-off are subject to various conditions set forth in the separation agreement and summarized elsewhere in this information statement.
In accordance with the terms of the separation agreement, we will appoint a registrar and transfer agent for the purpose of recording the ownership of our common stock. Prior to the record date, Fiesta Restaurant Group will effect a stock split to ensure that a sufficient number of shares of Fiesta Restaurant Group common stock are available for the distribution by Carrols Restaurant Group to its stockholders. On or prior to the distribution date, we will issue to Carrols Restaurant Group, and Carrols Restaurant Group will electronically deliver to the distribution agent, a sufficient number of shares of our common stock for distribution to Carrols Restaurant Group stockholders on the distribution date. On the distribution date, the record holders of Carrols Restaurant Group common stock as of the record date will be entitled to receive shares of our common stock, in accordance with the distribution ratio. Promptly following the distribution date, the registrar and transfer agent will send to each of our stockholders of record an account statement showing the number of shares that they hold as of the distribution date.
The separation agreement provides that Carrols Restaurant Group will have sole discretion whether to proceed with the distribution, whether to modify any of its terms, including the terms described in this information statement, and to determine the timing and conditions of the distribution.
 
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Additional Covenants
Carrols currently is a guarantor under 66 of our Pollo Tropical and Taco Cabana restaurant property leases and the primary lessee on five of our Pollo Tropical restaurant property leases. After completion of the spin-off, it is anticipated that Carrols will remain as a guarantor under 37 of such Pollo Tropical and Taco Cabana restaurant property leases and the primary lessee on five of our Pollo Tropical restaurant property leases. It is anticipated that the separation agreement will provide that the parties will cooperate and use their commercially reasonable efforts to obtain the release of such guarantees. Unless and until any such guarantees are released, we will agree to indemnify Carrols for any losses or liabilities or expenses that it may incur arising from or in connection with any such lease guarantees.
We, on the one hand, and Carrols Restaurant Group and Carrols, on the other hand, will provide each other with information (including, without limitation, corporate books and records) reasonably needed to comply with reporting, disclosure or filing requirements of governmental authorities; for use in judicial, regulatory, administrative and other proceedings or to satisfy audit, accounting, claims, regulatory litigation or similar requirements (other than claims or allegations that one party has against the other); to comply with obligations under the separation agreement and ancillary agreements; for the preparation of required financial statements or completing an audit; for use in compensation, benefit or welfare plan administration or other bona fide business purposes; or to conduct ongoing business. We, and Carrols Restaurant Group and Carrols, will also provide further assurance to the other of execution and delivery of such other documentation as necessary or desirable to effect the purposes of the separation agreement.
We, on the one hand, and Carrols Restaurant Group and Carrols, on the other hand, will agree to release each other and each other’s respective current and former directors, officers, managers, agents, security holders, advisors, accountants, attorneys and other representatives from all liabilities existing or arising from any acts or events occurring or failing to occur on or before the distribution date. These releases will be subject to certain exceptions, including claims arising under the separation agreement and the ancillary agreements; any specified liabilities; any liability assumed by a party pursuant to the separation agreement; and liability for claims of third parties for which indemnification or contribution is available under the separation agreement.
Each of Carrols Restaurant Group and Carrols, on the one hand. and we, on the other hand, will agree to indemnify the other party and the other party’s respective current and former directors, officers, and employees against liabilities arising out of or resulting from the failure of the indemnifying party to perform or discharge liabilities for which it is responsible under the separation agreement; the business of such party; any liability contemplated to be assumed or retained by such party; any breach or failure to perform by such party of its obligations under the separation agreement or ancillary agreements; or any material misstatement or omission of such party in any SEC filed registration statements, information statements or other filings (for instance, with The NASDAQ Global Market or filings under state securities or “blue-sky” laws). The amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds received by the party being indemnified. The separation agreement will also specify procedures with respect to claims subject to indemnification and related matters.
Subject to customary exceptions, the parties will agree to hold in strict confidence and not to disclose without the other party’s written consent, the confidential information of the other party. Each party will have sole authority to determine whether to assert or waive attorney-client, work product or other privileges with respect to its own information.
The separation agreement will provide for (i) “tail” insurance and the rights of the parties to report claims for occurrences prior to the separation and set forth procedures for the administration of insured claims and (ii) continuing indemnification provided for our officers, directors and employees under Carrols Restaurant Group’s amended and restated certificate of incorporation and amended and restated by-laws to the same extent as such persons were previously indemnified prior to the spin-off.
 
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Dispute Resolution
The dispute resolution procedures set forth in the separation agreement will apply to all disputes, controversies and claims arising out of the separation agreement, the ancillary agreements, the transactions that any of these agreements contemplate and the parties’ commercial or economic relationship relating to the separation agreement or any ancillary agreement except as provided in the separation agreement.
Either party may commence the dispute resolution process by notice to the other party. The dispute notice, and the required written response of the other party, will set forth the position of the respective parties and a summary of their arguments. The parties will then attempt in good faith to resolve the dispute by negotiation between executives of each party who have authority to settle the dispute.
If the dispute has not been resolved within 45 days or if the parties fail to meet within 20 days after delivery of the dispute notice, the parties will make a good faith attempt to settle the dispute by mediation in accordance with the procedures set forth in the separation agreement. If for any reason the dispute is not resolved through mediation within 180 days of delivery of the dispute notice, then the dispute will be submitted to binding arbitration under the auspices of JAMS.
The parties are not required to negotiate or mediate a dispute before seeking relief from an arbitrator or from a court regarding a breach of any obligation of confidentiality or any claim where interim relief is sought to prevent serious and irreparable injury. However, the parties are required to make a good faith effort to negotiate and mediate the dispute while the arbitration or court proceeding is pending.
Termination
The separation agreement and any of the ancillary agreements may be terminated or the terms of the separation and distribution may be amended, modified or abandoned, in each case, at any time prior to the effective time by and in the sole and absolute discretion of Carrols Restaurant Group, without our approval. In the event of such termination, neither party will have any liability of any kind to the other party.
Tax Matters Agreement
It is anticipated that the tax matters agreement will (1) govern the allocation of the tax assets and liabilities between us and Carrols Restaurant Group and Carrols, (2) provide for certain restrictions and indemnities in connection with the tax treatment of the spin-off and (3) address certain other tax related matters, including, without limitation, those relating to (a) the obligations of Carrols Restaurant Group and Carrols and us with respect to the preparation or filing of tax returns for all periods, and (b) the control of any income tax audits and any indemnities with respect thereto. We anticipate that the tax matters agreement will provide that if we take any actions after Carrols Restaurant Group’s distribution of our shares in the spin-off that result in or cause the distribution to be taxable to Carrols Restaurant Group, we would be responsible under the tax matters agreement for any resulting taxes imposed on us or on Carrols Restaurant Group or Carrols.
Employee Matters Agreement
We expect that the employee matters agreement will provide for the transition of employee benefits arrangements and will allocate responsibility for certain employee benefits matters on and after the spin-off, including, without limitation, the treatment of existing Carrols Restaurant Group welfare benefit plans, savings and retirement plans, equity-based plan and deferred compensation plan, and our establishment of new plans.
We anticipate that the employee matters agreement will generally provide for the following:
On or prior to the distribution date, to the extent not previously transferred, certain officers and employees of Carrols Restaurant Group or Carrols that are expected to be employed primarily in our business will be
 
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transferred to us. Except as provided in the employee matters agreement, Carrols will retain as of the distribution date all liabilities under the Carrols benefit plans. Following the distribution date, we will reimburse Carrols (to the extent allowable if we do not establish our own comparable plan at the time of the spin-off) for the cost of any liabilities satisfied or assumed by Carrols that are our responsibility, and Carrols will (to the extent allowable if we do not establish our own comparable plan at the time of the spin-off) reimburse us for the cost of any liabilities that we satisfy or assume and that are the responsibility of Carrols.
Although this has not yet been determined, we expect that our employees who participated in an existing benefit plan of Carrols Restaurant Group or Carrols will transfer participation to a comparable plan that we may establish as contemplated by the employee matters agreement.
We expect that we will provide employees of Carrols who become our employees with credit for all purposes, including eligibility, vesting, determination of benefit levels and benefit accruals, under any of our own benefit programs, policies and plans that we may establish to the same extent as was recognized by Carrols. We expect that we will also credit these employees with the amount of accrued but unused vacation time and other time-off benefits.
For the treatment of outstanding equity awards under Carrols Restaurant Group’s 2006 Stock Incentive Plan, see “The Spin-Off—Treatment of Carrols Restaurant Group Stock Based Awards.”
The employee matters agreement will also address certain other matters, such as responsibility for COBRA coverage, compensation-related tax deductions and customary indemnification.
Transition Services Agreement
We anticipate that under the transition services agreement to be entered into by us, Carrols Restaurant Group, Carrols and Carrols LLC (solely with respect to indemnification), Carrols Restaurant Group and Carrols will agree to provide certain support services (including accounting, tax accounting, treasury management, internal audit, financial reporting and analysis, human resources, and employee benefits management, information systems, restaurant systems support, legal, lease and franchise administration and risk management services) to us, and we will agree to provide certain limited management services (including certain legal services) to Carrols Restaurant Group and Carrols.
We anticipate that the transition services agreement will establish a baseline charge for each category or component of services to be provided and/or will pro-rate the overall cost of such category or categories of services between us and Carrols Restaurant Group and its subsidiaries. We anticipate that the price to be charged for each service will be based on the allocated cost of providing such service. The agreement will also provide for adjustments to the charge for such services based upon such factors as increases in the number of restaurants, addition and/or subtraction of services and incremental charges for special projects or significant transactions including the transition of such functions to us. The charge for the services will also be subject to adjustment based upon increases in the consumer price index. Our revolving credit facility will provide that payments made by us to Carrols under the transition services agreement will not exceed $                     million in the aggregate during any fiscal year; provided, that such amount will be increased (i) at the beginning of each fiscal year (beginning with fiscal year 2012) by an amount equal to the percentage increase in the consumer price index during the previous fiscal year period and (ii) at the beginning of each fiscal quarter by an amount equal to $                     for each new restaurant opened or acquired during the previous fiscal quarter period.
The transition services agreement will be effective upon the spin-off and we anticipate it will continue for a minimum term of three years, provided that we may extend the term of the transition services agreement by one additional year upon three months prior written to Carrols Restaurant Group and Carrols, provided further that we may terminate the transition services agreement with respect to any service provided thereunder at any time and from time to time upon 90 days prior written notice to Carrols Restaurant Group and Carrols.
 
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Under the transition services agreement, the parties will agree to perform the services in a professional manner, with the same degree of care as it exercises in performing its own functions of a like nature, utilizing individuals of suitable experience, training and skill, and in a timely manner in accordance with the terms of the transition services agreement.
The transition services agreement will provide that each party will maintain, to the extent necessary, supporting records in reasonable and customary detail pertaining to the provision of, and charges for, services. Each party will have the right to review such records.
We anticipate that under the transition services agreement, each party will agree to reasonably cooperate with the other in carrying out the provisions of the transition services agreement, including, but not limited to, exchanging information, providing electronic systems used in connection with the services, making adjustments and obtaining all consents, licenses, sublicenses or approvals necessary to permit each party to perform its obligations under the transition services agreement. In contemplation of termination of any services, each party will agree with the other to cooperate in transitioning such services.
The transition services agreement will also provide that, subject to customary exception, each party will agree to exercise reasonable precautions to prevent disclosure of confidential information to others; use such information only as provided in the transition services agreement; and disclose such information only to its employees with a need to know such information. In addition, each party’s data, software or other property or assets owned by such party will remain the sole and exclusive property and responsibility of such party.
Each party will indemnify the other from all liabilities (i) relating to a breach of the agreement or (ii) (1) incurred by a party or its affiliates or (2) of third parties unrelated to a party or its affiliates, in the case of (1) and (2) caused by the gross negligence or willful misconduct of any employee of an indemnifying party or its affiliates in connection with such party’s performance under the transition services agreement, except to the extent that any such liabilities are caused by the indemnified party. The procedures with respect to claims subject to indemnification will be governed by the separation agreement.
The parties will agree to use their respective reasonable best efforts to resolve expeditiously any disputes between them with respect to the matters covered by the agreement. In the event that the parties are unable to resolve a dispute in the manner and within the time periods specified in the transition services agreement, the dispute will be resolved in accordance with the mediation and arbitration procedures set forth in the separation agreement.
Management Services Agreement
Unless and until the consummation of the spin-off, the corporate infrastructure, including Carrols’ executive management team, will remain at Carrols, and Carrols will continue to provide our corporate level general and administrative functions consistent with historical practices. On August 5, 2011, we entered into a Management Services Agreement (the “Fiesta Management Services Agreement”) with Carrols pursuant to which Carrols will provide certain corporate services to Fiesta Restaurant Group, including executive management services, accounting services, information systems support, treasury functions, legal functions, employee compensation and benefits management, risk management, lease administration and investor relations. Under the Fiesta Management Services Agreement, Fiesta Restaurant Group will pay fees and expenses related thereto to Carrols as determined by Carrols, in its sole discretion, consistent with past practices. The indenture governing the Fiesta Notes and our new secured revolving credit facility provide that payments under the Fiesta Management Services Agreement cannot exceed $12 million annually with an increase of $1 million permitted per year. The Fiesta Management Services Agreement will terminate (1) automatically upon the consummation of the spin-off of Fiesta Restaurant Group by Carrols Restaurant Group or when the Fiesta Notes are no longer outstanding and our new secured revolving credit facility has been terminated or (2) by mutual agreement of the parties. In addition,
 
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the parties to the Fiesta Management Services Agreement may amend its terms at any time, subject to the limitations contained in indenture governing the Fiesta Notes and our new secured revolving credit facility. Carrols will also continue to provide these services to Carrols LLC.
Other
Pursuant to a letter dated as of July 21, 2011, Brian P. Friedman will resign as a member of the board of directors of Carrols Restaurant Group effective on the date of the consummation of the spin-off, provided that the Voting Agreement dated as of July 27, 2011 between Carrols Restaurant Group, Inc. and Jefferies Capital Partners IV L.P., Jefferies Employee Partners IV LLC and JCP Partners IV LLC is not terminated pursuant to the first sentence of Article V thereof or Mr. Friedman and another designee of Jefferies Capital Partners are not elected to the board of directors of Fiesta Restaurant Group, Inc. on or prior to the consummation of the spin-off.
 
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 RECENT SALES OF UNREGISTERED SECURITIES
On August 5, 2011, we issued and sold $200 million principal amount of 8.875% Senior Secured Second Lien Notes due 2016. The initial purchasers of the Fiesta Notes were Wells Fargo Securities, LLC and Jefferies & Company, Inc. The Fiesta Notes were offered only to qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S under the Securities Act.
 
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 DESCRIPTION OF OUR CAPITAL STOCK
The following is a description of the material terms of our restated certificate of incorporation and amended and restated by-laws, the forms of which have been filed with the SEC as exhibits to the registration statement on Form 10 of which this information statement is a part and which have become or will become effective prior to the record date for the spin-off, and of certain provisions of the Delaware General Corporation Law. The following summary of some of the terms relating to our common stock, preferred stock, restated certificate of incorporation and amended and restated by-laws is not complete and may not contain all the information you should consider. You should read carefully our restated certificate of incorporation and amended and restated by-laws to be effective prior to the record date for the spin-off, which are included as exhibits to the registration statement on Form 10 of which this information statement is a part.
Authorized Capitalization
Our authorized capital stock consists of (i) 100,000,000 shares of common stock, par value $0.01 per share, and (ii) 20,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding.
Common Stock
Voting Rights . Holders of common stock are entitled to one vote per share on all matters submitted for a vote by the common stockholders, except as otherwise required by law and subject to the rights of any preferred stock we may issue in the future. The holders of common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of more than 50% of the shares of common stock can, if they choose to do so, elect all the directors to be elected by our common stockholders. In such event, the holders of the remaining shares of common stock will not be able to elect any directors.
Dividend Rights . Holders of common stock are entitled to receive ratably dividends if, as and when dividends are declared by our board of directors out of funds legally available for that purpose, after payment of dividends required to be paid on any outstanding preferred stock ranking prior to the common stock as to the payment of dividends. As described above under “Dividend Policy,” we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Liquidation Rights . Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive ratably the assets available for the distribution to the common stockholders after payment of, or provision for, all of our liabilities and amounts due in respect of any outstanding preferred stock ranking prior to the common stock with respect to distributions under such circumstances.
Other Matters . Holders of common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of our common stock are, and the shares of common stock to be distributed in connection with the spin-off will, upon issuance, be, fully paid and non-assessable.
Preferred Stock
Our restated certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock. Unless required by law or by any stock exchange on which our common stock is listed, the authorized shares of preferred stock will be available for issuance at the discretion of our board of directors without further action by our stockholders. Our board of directors is able to determine, with respect to any series of preferred stock, the terms and rights of that series including:
 
 	•	 	the designation of the series;	
 
 	•	 	the number of shares of the series;	
 
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 	•	 	whether dividends, if any, will be cumulative or non-cumulative and the dividend rate, if any, of the series;	
 
 	•	 	the dates at which dividends, if any, will be payable;	
 
 	•	 	the redemption rights and price or prices, if any, for shares of the series;	
 
 	•	 	the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;	
 
 	•	 	the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our company;	
 
 	•	 	whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our company or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates and provisions for any adjustments to such prices or rates, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;	
 
 	•	 	the ranking of such series with respect to dividends and amounts payable on our liquidation, dissolution or winding-up, which may include provisions that such series will rank senior to our common stock with respect to dividends and those distributions;	
 
 	•	 	restrictions on the issuance of shares of the same series or any other class or series; and	
 
 	•	 	voting rights, if any, of the holders of the series.	
The issuance of preferred stock could adversely affect, among other things, the voting power of holders of common stock and the likelihood that stockholders will receive dividend payments and payments upon our liquidation, dissolution or winding up. The issuance of preferred stock could also have the effect of delaying, deferring or preventing a change in control of us. See “—Authorized but Unissued Capital Stock” below.
Authorized but Unissued Capital Stock
The Delaware General Corporation Law (the “DGCL”) does not require stockholder approval for any issuance of authorized shares. Additional shares of our common stock and preferred stock may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.
One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.
Anti-Takeover Effects of Provisions of the Delaware General Corporate Law and Certain Provisions of Our Restated Certificate of Incorporation and Amended and Restated By-laws
Section 203 of the General Corporation Law of the State of Delaware . We are a Delaware corporation subject to Section 203 of the DGCL. In general, Section 203 provides that, subject to certain exceptions, we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder unless:
 
 	•	 	prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;	
 
 	•	 	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time	
 
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 	the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the voting stock owned by the interested stockholder) those shares owned by persons who are directors and also officers, and employee stock plans in which employee participants do not have the right to determine whether shares held under the plan will be tendered in a tender or exchange offer; or	
 
 	•	 	at or subsequent to that time, the business combination is approved by our board of directors at an annual or special meeting of stockholders and not by written consent, and by the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock that is not owned by the interested stockholder.	
Generally, a “business combination” includes, among other things, a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or is an affiliate or associate of us and within the previous three years did own, 15% or more of our outstanding voting stock.
Section 203 generally makes it more difficult for a person who is or would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. The provisions of Section 203 may encourage companies interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may make it more difficult to accomplish transactions that our stockholders may otherwise deem to be in our and their best interests.
Classified Board of Directors . Our restated certificate of incorporation provides that our board of directors be divided into three classes of directors, as nearly equal in size as is practicable, serving staggered three-year terms.
Calling of Special Meeting of Stockholders . Our restated certificate of incorporation and amended and restated by-laws provide that special meetings of our stockholders may be called only by (1) our board of directors or chief executive officer for any purpose or (2) by the secretary if directed by our board of directors. Our restated certificate of incorporation and amended and restated by-laws provide that business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of such special meeting. Accordingly, our stockholders will not be entitled to take action by calling special meetings.
Adjournment of Stockholder Meetings . Our amended and restated bylaws provide that only the Chairman of the Board or other person presiding over any stockholder meeting may adjourn the meeting whether or not a quorum is present at the meeting.
Advance Notice Requirements for Stockholder Proposals and Director Nominations . Our amended and restated by-laws provide that stockholders seeking to bring business before or to nominate candidates for election as directors at an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary. To be timely, a stockholder’s notice must be delivered or mailed and received at our principal executive offices not less than 90 nor more than 120 days in advance of the anniversary date of the immediately preceding annual meeting of stockholders. Our amended and restated by-laws will also specify requirements as to the form and content of a stockholder’s notice. Stockholder nominations for the election of directors at a special meeting must be received by our corporate secretary by the later of ten days following the day on which public announcement is first made of the date of the special meeting or 90 days prior to the date that meeting is proposed to be held. These provisions may impede stockholders’ ability to bring matters before an annual meeting of stockholders or make nominations for directors at an annual or special meeting of stockholders. See “Management—Nominations for Our Board of Directors.” 
 
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Amendment or Alteration of Bylaws . Stockholders may amend, alter, change or repeal provisions of our amended and restated by-laws only by the affirmative vote of the holders of at least 66 2/3% of the shares entitled to vote at an election of directors. This may make it more difficult for stockholders to alter our amended and restated by-laws.
No Cumulative Voting . Holders of our common stock do not have cumulative voting rights in the election of directors. Accordingly, holders of more than 50% of the shares of our common stock can, if they choose to do so, elect all of our directors to be elected by our common stockholders. In such event, holders of the remaining shares of our common stock will not be able to elect any directors.
Removal of Directors . Our board of directors may only remove a director from the board for cause and then only by action of a majority of the board. Subject to those rights, stockholders may only remove a director from our board of directors for cause, and then only by the affirmative vote of the holders of at least 66 2/3% of the shares entitled to vote at an election of directors.
Amendment or Alteration of Restated Certificate of Incorporation . Stockholders may amend, alter, change or repeal certain provisions of our restated certificate of incorporation by the affirmative vote of the holders of at least 66 2/3% of the shares entitled to vote at an election of directors. This may make it more difficult for stockholders to alter those provisions of our restated certificate of incorporation.
No Stockholder Action by Written Consent . Our restated certificate of incorporation requires that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing.
Limitation on Liability and Indemnification of Officers and Directors
The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director, except for liability:
 
 	•	 	for breach of duty of loyalty;	
 
 	•	 	for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law;	
 
 	•	 	under Section 174 of the DGCL (relating to unlawful dividends or stock repurchases or redemption); or	
 
 	•	 	for transactions from which the director derived improper personal benefit.	
Our restated certificate of incorporation and amended and restated by-laws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL. We will also be expressly authorized to, and do, carry directors’ and officers’ insurance for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.
Listing
We expect that our common stock will be listed on The NASDAQ Global Market under the symbol “FRGI.”
 
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 WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form 10 with the SEC with respect to the shares of our common stock being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to our company and our common stock, please refer to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at Station Place, 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov. Information contained on any website referenced in this information statement is not incorporated by reference in this information statement or the registration statement of which it forms a part.
As a result of the distribution, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC.
We intend to furnish holders of our common stock with annual reports containing consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent registered public accounting firm.
You should rely only on the information contained in this information statement or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.
In addition, our website can be found on the Internet at                     . The website contains information about us and our operations. Copies of each of our filings with the SEC can be viewed and downloaded free of charge from our website as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC. To view the reports, access                      and click on “                    .”
 
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 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 	  	Page	 	
		
Report of Independent Registered Public Accounting Firm	  	 	F-2	  	
		
Consolidated Financial Statements:	  				
		
Consolidated Balance Sheets as of December 31, 2009 and 2010 and September 30, 2011  (unaudited)	  	 	F-3	  	
		
Consolidated Statements of Operations for the years ended December  31, 2008, 2009 and 2010 and for the nine months ended September 30, 2010 (unaudited) and 2011 (unaudited)	  	 	F-4	  	
		
Consolidated Statements of Changes in Stockholder’s Equity (Deficit) for the years ended December 31, 2008, 2009 and 2010 and for the nine months ended September 30, 2011 (unaudited)	  	 	F-5	  	
		
Consolidated Statements of Cash Flows for the years ended December  31, 2008, 2009 and 2010 and for the nine months ended September 30, 2010 (unaudited) and 2011 (unaudited)	  	 	F-6	  	
		
Notes to Consolidated Financial Statements	  	 	F-7	  	
 
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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Carrols Restaurant Group, Inc. and subsidiary
Syracuse, New York
We have audited the accompanying consolidated balance sheets of the Fiesta Restaurant Group, Inc. (formerly known as Pollo Operations, Inc., Pollo Franchise, Inc. and Taco Cabana, Inc., and subsidiaries) (the “Company”), a wholly-owned subsidiary of Carrols Corporation (“Carrols”), as of January 2, 2011 and January 3, 2010, and the related consolidated statements of operations, changes in stockholder’s equity, and cash flows for each of the three years in the period ended January 2, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 2, 2011 and January 3, 2010, and the results of its operations and its cash flows for each of the three years in the period ended January 2, 2011, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the financial statements, the accompanying financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or the results of operations if the Company had been operated as an unaffiliated company. Portions of certain expenses represent allocations made from Carrols applicable to the Company as a whole.
As discussed in Note 16 to the financial statements, Fiesta Restaurant Group, Inc. was incorporated in April 2011. In May 2011, Carrols contributed all of the outstanding capital stock of Pollo Operations, Inc., Pollo Franchise, Inc., and Taco Cabana Inc., to Fiesta Restaurant Group, Inc. in exchange for all of the outstanding capital stock of Fiesta Restaurant Group, Inc. and Fiesta Restaurant Group, Inc. became a wholly-owned subsidiary of Carrols.
/s/ Deloitte & Touche LLP
Rochester, New York
March 31, 2011 (May 4, 2011 as to Note 16)
 
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 FIESTA RESTAURANT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)

 	  	December 31,	 	  	September 30,	 	
 	  	2009	 	  	2010	 	  	2011	 	
 	  	 	 	  	 	 	  	(unaudited)	 	
ASSETS	  				  				  				
Current assets:	  				  				  				
Cash and cash equivalents	  	$	3,854	  	  	$	2,583	  	  	$	9,107	  	
Trade receivables	  	 	4,382	  	  	 	3,481	  	  	 	4,948	  	
Inventories	  	 	2,165	  	  	 	2,067	  	  	 	2,093	  	
Prepaid rent	  	 	2,258	  	  	 	2,320	  	  	 	2,395	  	
Prepaid expenses and other current assets	  	 	2,123	  	  	 	2,292	  	  	 	3,454	  	
Deferred income taxes (Note 11)	  	 	1,947	  	  	 	2,300	  	  	 	2,122	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total current assets	  	 	16,729	  	  	 	15,043	  	  	 	24,119	  	
Property and equipment, net (Note 2)	  	 	204,889	  	  	 	202,412	  	  	 	196,374	  	
Goodwill (Note 3)	  	 	123,484	  	  	 	123,484	  	  	 	123,484	  	
Intangible assets, net	  	 	543	  	  	 	419	  	  	 	330	  	
Deferred income taxes (Note 11)	  	 	8,484	  	  	 	11,091	  	  	 	10,952	  	
Deferred financing costs	  	 	—  	  	  	 	—  	  	  	 	7,231	  	
Other assets	  	 	5,996	  	  	 	5,437	  	  	 	5,215	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets	  	$	360,125	  	  	$	357,886	  	  	$	367,705	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)	  				  				  				
Current liabilities:	  				  				  				
Current portion of long-term debt (Note 8)	  	$	45	  	  	$	56	  	  	$	58	  	
Intercompany payable (Note 7)	  	 	—  	  	  	 	—  	  	  	 	4,819	  	
Accounts payable	  	 	5,778	  	  	 	5,892	  	  	 	8,159	  	
Accrued interest	  	 	—  	  	  	 	—  	  	  	 	2,764	  	
Accrued payroll, related taxes and benefits	  	 	10,160	  	  	 	10,436	  	  	 	11,727	  	
Accrued real estate taxes	  	 	3,221	  	  	 	3,172	  	  	 	4,353	  	
Other liabilities	  	 	4,269	  	  	 	3,940	  	  	 	5,402	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total current liabilities	  	 	23,473	  	  	 	23,496	  	  	 	37,282	  	
Long-term debt, net of current portion (Note 8)	  	 	975	  	  	 	1,008	  	  	 	200,964	  	
Due to parent company (Note 7)	  	 	155,793	  	  	 	138,756	  	  	 	—  	  	
Lease financing obligations (Note 9)	  	 	116,651	  	  	 	122,975	  	  	 	123,008	  	
Deferred income—sale-leaseback of real estate	  	 	4,046	  	  	 	3,890	  	  	 	4,137	  	
Other liabilities (Note 5)	  	 	8,319	  	  	 	9,850	  	  	 	10,201	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities	  	 	309,257	  	  	 	299,975	  	  	 	375,592	  	
Commitments and contingencies (Note 13)	  				  				  				
Stockholder’s equity (deficit):	  				  				  				
Common stock, par value $.01; authorized, issued and outstanding 1,000 shares	  	 	—  	  	  	 	—  	  	  	 	—  	  	
Retained earnings (deficit) (Note 7)	  	 	50,868	  	  	 	57,911	  	  	 	(7,887	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total stockholder’s equity (deficit)	  	 	50,868	  	  	 	57,911	  	  	 	(7,887	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities and stockholder’s equity (deficit)	  	$	360,125	  	  	$	357,886	  	  	$	367,705	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
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 FIESTA RESTAURANT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)

 	  	Year ended December 31,	 	  	Nine months
ended September 30,	 	
 	  	2008	 	 	2009	 	 	2010	 	  	2010	 	  	2011	 	
 	  	 	 	 	 	 	 	 	 	  	(unaudited)	 	
Revenues:	  				 				 				  				  				
Restaurant sales	  	$	423,344	  	 	$	430,514	  	 	$	437,538	  	  	$	328,650	  	  	$	356,780	  	
Franchise royalty revenues and fees	  	 	1,434	  	 	 	1,606	  	 	 	1,533	  	  	 	1,164	  	  	 	1,242	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Total revenues	  	 	424,778	  	 	 	432,120	  	 	 	439,071	  	  	 	329,814	  	  	 	358,022	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Costs and expenses:	  				 				 				  				  				
Cost of sales	  	 	134,241	  	 	 	132,070	  	 	 	135,236	  	  	 	101,524	  	  	 	114,852	  	
Restaurant wages and related expenses (including stock-based compensation expense of $93, $88, $28, $22 and $15 respectively)	  	 	116,070	  	 	 	120,105	  	 	 	122,519	  	  	 	92,304	  	  	 	96,949	  	
Restaurant rent expense (Note 6)	  	 	16,968	  	 	 	17,437	  	 	 	16,620	  	  	 	12,473	  	  	 	12,526	  	
Other restaurant operating expenses	  	 	63,268	  	 	 	60,384	  	 	 	60,041	  	  	 	45,683	  	  	 	47,091	  	
Advertising expense	  	 	13,860	  	 	 	14,959	  	 	 	15,396	  	  	 	12,046	  	  	 	12,361	  	
General and administrative (including stock-based compensation expense of $970, $669, $974, $718 and $1,284, respectively)	  	 	33,016	  	 	 	32,148	  	 	 	32,865	  	  	 	23,895	  	  	 	27,086	  	
Depreciation and amortization	  	 	18,233	  	 	 	19,676	  	 	 	19,075	  	  	 	14,361	  	  	 	14,583	  	
Impairment and other lease charges (Note 4)	  	 	5,371	  	 	 	2,284	  	 	 	6,614	  	  	 	3,713	  	  	 	1,016	  	
Other expense (income) (Note 10)	  	 	(580	) 	 	 	(799	) 	 	 	—  	  	  	 	—  	  	  	 	107	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Total operating expenses	  	 	400,447	  	 	 	398,264	  	 	 	408,366	  	  	 	305,999	  	  	 	326,571	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Income from operations	  	 	24,331	  	 	 	33,856	  	 	 	30,705	  	  	 	23,815	  	  	 	31,451	  	
Interest expense	  	 	21,898	  	 	 	20,447	  	 	 	19,898	  	  	 	14,918	  	  	 	16,338	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Income before income taxes	  	 	2,433	  	 	 	13,409	  	 	 	10,807	  	  	 	8,897	  	  	 	15,113	  	
Provision for income taxes (Note 11)	  	 	1,103	  	 	 	5,045	  	 	 	3,764	  	  	 	3,033	  	  	 	5,442	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Net income	  	$	1,330	  	 	$	8,364	  	 	$	7,043	  	  	$	5,864	  	  	$	9,671	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Basic and diluted net income per share	  	$	1,330	  	 	$	8,364	  	 	$	7,043	  	  	$	5,864	  	  	$	9,671	  	
Basic and diluted weighted average common shares outstanding	  	 	1,000	  	 	 	1,000	  	 	 	1,000	  	  	 	1,000	  	  	 	1,000	  	
The accompanying notes are an integral part of these consolidated financial statements.
 
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 FIESTA RESTAURANT GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)
(In thousands)

 	  	Common
Stock	 	  	Retained
Earnings
(Deficit)	 	 	Total
Stockholder’s
Equity (Deficit)	 	
Balance at January 1, 2008	  	$	—  	  	  	$	41,174	  	 	$	41,174	  	
Comprehensive income:	  				  				 				
Net income	  	 	—  	  	  	 	1,330	  	 	 	1,330	  	
	  				  				 	 	 	 	
Total comprehensive income	  				  				 	 	1,330	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Balance at December 31, 2008	  	 	—  	  	  	 	42,504	  	 	 	42,504	  	
Comprehensive income:	  				  				 				
Net income	  	 	—  	  	  	 	8,364	  	 	 	8,364	  	
	  				  				 	 	 	 	
Total comprehensive income	  				  				 	 	8,364	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Balance at December 31, 2009	  	 	—  	  	  	 	50,868	  	 	 	50,868	  	
Comprehensive income:	  				  				 				
Net income	  	 	—  	  	  	 	7,043	  	 	 	7,043	  	
	  				  				 	 	 	 	
Total comprehensive income	  				  				 	 	7,043	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Balance at December 31, 2010	  	 	—  	  	  	 	57,911	  	 	 	57,911	  	
Dividend to parent company (unaudited)	  	 	—  	  	  	 	(75,469	) 	 	 	(75,469	) 	
Comprehensive income:	  				  				 				
Net income for the nine months ended September 30, 2011 (unaudited)	  	 	—  	  	  	 	9,671	  	 	 	9,671	  	
	  				  				 	 	 	 	
Total comprehensive income	  				  				 	 	9,671	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Balance at September 30, 2011 (unaudited)	  	$	—  	  	  	$	(7,887	) 	 	$	(7,887	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 	 	December 31,	 	 	Nine Months ended
September 30,	 	
 	 	2008	 	 	2009	 	 	2010	 	 	2010	 	 	2011	 	
 	 	 	 	 	 	 	 	 	 	 	(unaudited)	 	
Cash flows provided from operating activities:	 				 				 				 				 				
Net income	 	$	1,330	  	 	$	8,364	  	 	$	7,043	  	 	$	5,864	  	 	$	9,671	  	
Adjustments to reconcile net income to net cash provided from operating activities:	 				 				 				 				 				
Loss on disposals of property and equipment	 	 	350	  	 	 	(107	) 	 	 	327	  	 	 	248	  	 	 	237	  	
Stock-based compensation	 	 	1,063	  	 	 	757	  	 	 	1,002	  	 	 	740	  	 	 	1,299	  	
Impairment and other lease charges	 	 	5,371	  	 	 	2,284	  	 	 	6,614	  	 	 	3,713	  	 	 	1,016	  	
Depreciation and amortization	 	 	18,233	  	 	 	19,676	  	 	 	19,075	  	 	 	14,361	  	 	 	14,583	  	
Amortization of deferred financing costs	 	 	208	  	 	 	346	  	 	 	234	  	 	 	184	  	 	 	407	  	
Amortization of deferred gains from sale-leaseback transactions	 	 	(323	) 	 	 	(104	) 	 	 	(259	) 	 	 	(172	) 	 	 	(202	) 	
Accretion of interest on lease financing obligations	 	 	229	  	 	 	374	  	 	 	409	  	 	 	313	  	 	 	37	  	
Deferred income taxes	 	 	406	  	 	 	(561	) 	 	 	(2,950	) 	 	 	(848	) 	 	 	317	  	
Changes in other operating assets and liabilities	 				 				 				 				 				
Accounts receivable	 	 	(689	) 	 	 	(198	) 	 	 	901	  	 	 	(276	) 	 	 	(1,467	) 	
Accounts payable	 	 	424	  	 	 	(3,963	) 	 	 	(173	) 	 	 	216	  	 	 	2,183	  	
Accrued payroll, related taxes and benefits	 	 	(756	) 	 	 	3,213	  	 	 	276	  	 	 	(469	) 	 	 	1,291	  	
Other liabilities—current	 	 	401	  	 	 	814	  	 	 	(1,638	) 	 	 	896	  	 	 	1,657	  	
Other liabilities—long term	 	 	966	  	 	 	28	  	 	 	1,531	  	 	 	1,112	  	 	 	351	  	
Other	 	 	(911	) 	 	 	2,321	  	 	 	137	  	 	 	(1,292	) 	 	 	(129	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided from operating activities	 	 	26,302	  	 	 	33,244	  	 	 	32,529	  	 	 	24,590	  	 	 	31,251	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows used for investing activities:	 				 				 				 				 				
Capital expenditures:	 				 				 				 				 				
New restaurant development	 	 	(31,244	) 	 	 	(7,789	) 	 	 	(11,382	) 	 	 	(7,514	) 	 	 	(10,007	) 	
Restaurant remodeling	 	 	(3,921	) 	 	 	(2,044	) 	 	 	(6,685	) 	 	 	(4,392	) 	 	 	(3,492	) 	
Other restaurant capital expenditures	 	 	(4,781	) 	 	 	(3,570	) 	 	 	(5,178	) 	 	 	(4,022	) 	 	 	(3,684	) 	
Corporate and restaurant information systems	 	 	(4,226	) 	 	 	(2,724	) 	 	 	(153	) 	 	 	(105	) 	 	 	(514	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total capital expenditures	 	 	(44,172	) 	 	 	(16,127	) 	 	 	(23,398	) 	 	 	(16,033	) 	 	 	(17,697	) 	
Properties purchased for sale-leaseback	 	 	—  	  	 	 	(1,709	) 	 	 	(1,345	) 	 	 	(1,345	) 	 	 	—  	  	
Proceeds from sale-leaseback transactions	 	 	—  	  	 	 	—  	  	 	 	3,363	  	 	 	1,782	  	 	 	7,783	  	
Proceeds from sales of other properties	 	 	119	  	 	 	570	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash used for investing activities	 	 	(44,053	) 	 	 	(17,266	) 	 	 	(21,380	) 	 	 	(15,596	) 	 	 	(9,914	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash flows provided from (used for) financing activities:	 				 				 				 				 				
Proceeds from issuance of senior secured second lien notes	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	200,000	  	
Proceeds from (payments to) parent company, net	 	 	11,861	  	 	 	(18,965	) 	 	 	(18,040	) 	 	 	(12,429	) 	 	 	(133,492	) 	
Dividend to parent company	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(75,469	) 	
Principal payments on capital leases	 	 	(67	) 	 	 	(40	) 	 	 	(45	) 	 	 	(33	) 	 	 	(42	) 	
Financing costs associated with associated with issuance of debt	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	(7,457	) 	
Proceeds from lease financing obligations	 	 	6,276	  	 	 	4,550	  	 	 	5,915	  	 	 	2,429	  	 	 	1,736	  	
Financing costs associated with issuance of lease financing obligations	 	 	(278	) 	 	 	(194	) 	 	 	(250	) 	 	 	(110	) 	 	 	(89	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided from (used for) financing activities	 	 	17,792	  	 	 	(14,649	) 	 	 	(12,420	) 	 	 	(10,143	) 	 	 	(14,813	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	 	 	41	  	 	 	1,329	  	 	 	(1,271	) 	 	 	(1,149	) 	 	 	6,524	  	
Cash and cash equivalents, beginning of period	 	 	2,484	  	 	 	2,525	  	 	 	3,854	  	 	 	3,854	  	 	 	2,583	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents, end of period	 	$	2,525	  	 	$	3,854	  	 	$	2,583	  	 	$	2,705	  	 	$	9,107	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Supplemental disclosures:	 				 				 				 				 				
Interest paid on lease financing obligations	 	$	9,720	  	 	$	10,549	  	 	$	10,865	  	 	$	7,706	  	 	$	8,259	  	
Accruals for capital expenditures	 	$	712	  	 	$	144	  	 	$	430	  	 	$	399	  	 	$	515	  	
Capital lease obligations incurred	 	$	158	 	 	$	—  	  	 	$	123	  	 	$	123	 	 	$	—  	  	
Non-cash reduction of lease financing obligations	 	$	—  	  	 	$	—  	  	 	$	—  	  	 	$	—  	  	 	$	1,740	 	
The accompanying notes are an integral part of these consolidated financial statements.
 
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 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
1.	Description of Business and Summary of Significant Accounting Policies	
Basis of Consolidation.  The consolidated financial statements presented herein reflect the consolidated financial position, results of operations and cash flows of Fiesta Restaurant Group, Inc. (“Fiesta Restaurant Group”) and its wholly-owned subsidiaries Pollo Operations, Inc. and Pollo Franchise, Inc., (collectively “Pollo Tropical”) and Taco Cabana, Inc. and its subsidiaries, (collectively “Taco Cabana”). Fiesta Restaurant Group was incorporated in April 2011. In May 2011, Carrols Corporation (“Carrols” or “Parent Company”) contributed all of the outstanding capital stock of Pollo Tropical and Taco Cabana to Fiesta Restaurant Group in exchange for all of the outstanding capital stock of Fiesta Restaurant Group and Fiesta Restaurant Group became a wholly-owned subsidiary of Carrols. Unless the context otherwise requires, Fiesta Restaurant Group and its subsidiaries, Pollo Tropical and Taco Cabana, are collectively referred to as the “Company.” Carrols is a wholly owned subsidiary of Carrols Restaurant Group, Inc., a publicly traded company (“Carrols Restaurant Group”). The consolidated financial statements have been prepared as if the Company was in existence for all periods presented. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
On February 24, 2011, Carrols Restaurant Group announced its intention to pursue the splitting of its business into two separate, publicly-traded companies through a tax-free spin-off of the Company’s common stock to Carrols Restaurant Group’s stockholders. If the spin-off is consummated, the Company will continue to own and operate the Pollo Tropical and Taco Cabana brands. Carrols Restaurant Group will continue to own and operate its franchised Burger King restaurants. In the spin-off, it is anticipated that all shares of the Company’s common stock, which are currently held by Carrols, will be distributed in the form of a pro rata dividend to the stockholders of Carrols Restaurant Group.
The consolidated financial statements reflect certain general corporate overhead and interest expenses allocated by Carrols to the Company. Effective with the refinancing discussed in Note 8, on August 5, 2011 the Company secured its own financing and interest allocations from Carrols ceased. Management believes that such allocations are reasonable and based on a systematic rational method; however, they are not necessarily indicative of the actual financial results of the Company, including such expenses that would have been incurred by the Company had it been operating as a separate, standalone entity for the periods presented. All intercompany transactions between the Company’s subsidiaries have been eliminated in consolidation. As a standalone entity, the Company expects to incur expenses that may not be comparable in future periods to what is presented for the historical periods presented in the consolidated financial statements. Consequently, the financial information herein may not reflect the financial position, results of operations and cash flows of the Company in the future or if the Company had been an independent standalone entity during the periods presented. Carrols’ and the Company’s management believe that the consolidated financial statements include all adjustments necessary for a fair presentation of the businesses.
Business Description.  At October 2, 2011 the Company operated 91 Pollo Tropical restaurants, of which 85 were in Florida, five were in New Jersey, and one was in Georgia, and franchised a total of 30 Pollo Tropical restaurants, 21 in Puerto Rico, two in Ecuador, one in Honduras, one in the Bahamas, one in Trinidad, one in Venezuela and three on college campuses in Florida. At October 2, 2011, the Company also operated 158 Taco Cabana restaurants located primarily in Texas and franchised two Taco Cabana restaurants in New Mexico, two in Texas and one in Georgia.
Use of Estimates . The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
and disclosure of contingent assets and liabilities at the dates of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting periods. Significant items subject to such estimates and assumptions include: allocations of Carrols’ general and administrative expenses and interest expense on amounts due to Carrols, accrued occupancy costs, insurance liabilities, income taxes, evaluation for impairment of goodwill and long-lived assets and lease accounting matters. Actual results could differ from those estimates.
Fiscal Year . The Company uses a 52-53 week fiscal year ending on the Sunday closest to December 31. All references herein to fiscal years ended December 28, 2008, January 3, 2010 and January 2, 2011 will be referred to as fiscal years ended December 31, 2008, 2009 and 2010, respectively. The fiscal year ended December 31, 2009 contained 53 weeks and the fiscal years ended December 31, 2008 and 2010 each contained 52 weeks. Similarly, all references herein to the nine months ended October 3, 2010 and October 2, 2011 will be referred to as the nine months ended September 30, 2010 and September 30, 2011, respectively. The nine months ended September 30, 2010 and 2011 each contained thirty-nine weeks.
Unaudited Interim Financial Statements.  The unaudited consolidated financial statements included herein for the nine months ended September 30, 2010 and 2011 have been prepared without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission and do not include certain of the information and the footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such financial statements have been included. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results to be expected for the full year.
Due to Parent Company.  The Company regularly engages in transactions with Carrols to fulfill its obligations and to fund expenditures made by Carrols on behalf of the Company. The balance due to Parent Company reflects the amounts funded by Carrols for its acquisitions of Pollo Tropical and Taco Cabana reduced by the net cash flows remitted by the Company to Carrols since that time. Amounts due to Parent Company also include certain allocated administrative and corporate costs incurred by Carrols, interest expense on the amount due to Parent Company and income taxes payable. Prior to the Company’s new debt financings on August 5, 2011, funding required by the Company to cover its cash needs has been provided directly by Carrols which has secured all third-party financing. Substantially all of the Company’s operating entities are guarantors of such debt and are subject to certain restrictions including the ability to incur additional debt, incur liens, sell or acquire assets or businesses, pay dividends and make certain investments.
Allocations.  Carrols provides administrative support to the Company for executive management, information systems and certain accounting, legal and other administrative functions. See Note 7—Due to Parent Company for a listing of such transactions and the related financial statement impact. For the years ended December 31, 2008, 2009 and 2010 and the nine months ended September 30, 2010 and 2011, these costs were allocated to the Company based primarily on a pro-rata share of either the Company’s revenues, number of restaurants or number of employees. The accompanying consolidated financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the results of operations or cash flows that would have resulted had these and other related-party transactions been consummated with unrelated parties or had the Company been a standalone company.
Cash and Cash Equivalents.  The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
Inventories.  Inventories, primarily consisting of food and paper, are stated at the lower of cost (first-in, first-out) or market.
Property and Equipment.  The Company capitalizes all direct costs incurred to construct and substantially improve its restaurants. These costs are depreciated and charged to expense based upon their property classification when placed in service. Property and equipment is recorded at cost. Repair and maintenance activities are expensed as incurred. Depreciation and amortization is provided using the straight-line method over the following estimated useful lives:

Buildings	  	5 to 30 years	
Equipment	  	3 to 7 years	
Computer hardware and software	  	3 to 7 years	
Assets subject to capital lease	  	Shorter of useful life or lease term	
Leasehold improvements are depreciated over the shorter of their estimated useful lives or the underlying lease term. In circumstances where an economic penalty would be presumed by the non-exercise of one or more renewal options under the lease, the Company includes those renewal option periods when determining the lease term. For significant leasehold improvements made during the latter part of the lease term, the Company amortizes those improvements over the shorter of their useful life or an extended lease term. The extended lease term would consider the exercise of renewal options if the value of the improvements would imply that an economic penalty would be incurred without the renewal of the option. Building costs incurred for new restaurants on leased land are depreciated over the lease term, which is generally a 20-year period.
Goodwill.  Goodwill represents the excess purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets acquired by Carrols from its acquisitions of Pollo Tropical in 1998 and Taco Cabana in 2000. Goodwill is not amortized but is tested for impairment at least annually as of December 31.
Long-Lived Assets.  The Company assesses the recoverability of property and equipment and intangible assets by determining whether the carrying value of these assets can be recovered over their respective remaining lives through undiscounted future operating cash flows. Impairment is reviewed whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable.
Deferred Financing Costs.  Financing costs incurred in obtaining lease financing obligations, included in other assets on the accompanying consolidated balance sheets, are capitalized and amortized over the life of the related obligation as interest expense using the effective interest method.
Leases.  All leases are reviewed for capital or operating classification at their inception. The majority of the Company’s leases are operating leases. Many of the lease agreements contain rent holidays, rent escalation clauses and/or contingent rent provisions. Rent expense for leases that contain scheduled rent increases is recognized on a straight-line basis over the lease term, including any option periods included in the determination of the lease term. Contingent rentals are generally based upon a percentage of sales or a percentage of sales in excess of stipulated amounts and are not considered minimum rent payments but are recognized as rent expense when incurred.
Lease Financing Obligations.  Lease financing obligations pertain to real estate sale-leaseback transactions accounted for under the financing method. In accordance with ASC 840-40-25-16 “Sale-Leaseback Transactions”,
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
the Company has recorded lease financing obligations for sale-leaseback transactions where the rental payments of the Company are guaranteed by Carrols on an unsecured basis or where Carrols was the primary lessee at the time of the sale-leaseback transaction. The assets (land and building) subject to these obligations remain on the Company’s consolidated balance sheet at their historical costs and such assets (excluding land) continue to be depreciated over their remaining useful lives. The proceeds received by the Company from these transactions are recorded as lease financing obligations and the lease payments are applied as payments of principal and interest. The selection of the interest rate on lease financing obligations is evaluated at inception of the lease based on Carrols’ incremental borrowing rate adjusted to the rate required to prevent recognition of a non-cash loss or negative amortization of the obligation through the end of the primary lease term.
Revenue Recognition . Revenues from the Company’s owned and operated restaurants are recognized when payment is tendered at the time of sale. Franchise royalty revenues are based on a percent of gross sales and are recorded as income when earned.
Income Taxes.  The Company’s taxable income has historically been included in the consolidated U.S. federal income tax return of Carrols and in income tax returns filed by Carrols with certain state taxing jurisdictions. The Company’s income tax liability has been computed and presented in these consolidated financial statements as if it were a separate taxpaying entity for the periods presented.
Deferred income tax assets and liabilities are based on the difference between the financial statement and tax bases of assets and liabilities as measured by the tax rates that are anticipated to be in effect when those differences reverse. The deferred tax provision generally represents the net change in deferred tax assets and liabilities during the period. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is established when it is necessary to reduce deferred tax assets to amounts for which realization is more likely than not. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
Advertising Costs.  All advertising costs are expensed as incurred.
Cost of Sales.  The Company includes the cost of food, beverage and paper, net of any discounts, in cost of sales.
Pre-opening Costs.  The Company’s pre-opening costs are expensed as incurred and generally include payroll costs associated with opening the new restaurant, rent and promotional costs.
Insurance.  The Company is insured for workers’ compensation, general liability and medical insurance claims under policies covering both Carrols and the Company. All claims are paid, subject to stop-loss limitations both for individual claims and claims in the aggregate. Losses are accrued based upon estimates of the aggregate liability for claims based on the Company’s experience and certain actuarial methods used to measure such estimates. The Company does not discount any of its self-insurance obligations.
Fair Value of Financial Instruments.  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. In determining fair value, the accounting standards establish a three level hierarchy for inputs used in measuring fair value as follows: Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
inputs are observable for the asset or liability, either directly or indirectly, including quoted prices in active markets for similar assets or liabilities; and Level 3 inputs are unobservable and reflect our own assumptions. The following methods were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate the fair value:
 
 	•	 	Current Assets and Liabilities. The carrying values of cash and cash equivalents, trade receivables, accounts payable and accrued liabilities approximate fair value because of the short maturity of those instruments.	
 
 	•	 	Fiesta Restaurant Group Senior Secured Second Lien Notes. The fair value of outstanding senior secured second lien notes is based on recent trading values, and at September 30, 2011, was approximately $199.0 million.	
 
 	•	 	Revolving Credit Facility. There were no outstanding borrowings under the revolving credit facility at September 30, 2011.	
See Note 4 for discussion of the fair value measurement of non-financial assets.
Gift cards.  The Company sells gift cards to its customers in its restaurants and through select third parties. The Company recognizes revenue from gift cards upon redemption by the customer. The gift cards have no stated expiration dates and are subject to escheatment rights in certain states.
Subsequent Events.  The Company reviewed and evaluated subsequent events through the issuance date of the Company’s financial statements.
 
2.	Property and Equipment	
Property and equipment as of the dates specified consisted of the following:

 	  	December 31,	 	 	September 30,	 	
 	  	2009	 	 	2010	 	 	2011	 	
Land	  	$	66,578	  	 	$	70,704	  	 	$	68,462	  	
Buildings	  	 	65,217	  	 	 	68,264	  	 	 	67,668	  	
Leasehold improvements	  	 	95,601	  	 	 	100,215	  	 	 	103,400	  	
Equipment	  	 	100,344	  	 	 	106,872	  	 	 	110,040	  	
Assets subject to capital leases	  	 	1,134	  	 	 	1,151	  	 	 	1,151	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	 	328,874	  	 	 	347,206	  	 	 	350,721	  	
Less accumulated depreciation and amortization	  	 	(123,985	) 	 	 	(144,794	) 	 	 	(154,347	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	$	204,889	  	 	$	202,412	  	 	$	196,374	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Assets subject to capital leases primarily pertain to buildings leased for certain restaurant locations and certain office equipment and had accumulated amortization at December 31, 2009 and 2010 and September 30, 2011 of $294, $296 and $356, respectively. At December 31, 2009 and 2010 and September 30, 2011, land of $52,961, $55,641 and $55,642, respectively, and buildings of $52,063, $55,389 and $55,489 respectively, were subject to lease financing obligations accounted for under the lease financing method. Accumulated depreciation pertaining to buildings subject to lease financing obligations at December 31, 2009 and 2010 and September 30, 2011 was $18,915, $21,537 and $21,514, respectively.
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
Depreciation expense for all property and equipment for the years ended December 31, 2008, 2009 and 2010 was $18,033, $19,543 and $18,962, respectively, and for the nine months ended September 30, 2010 and 2011 was $14,265 and $14,497, respectively.
 
3.	Goodwill	
Goodwill . On July 9, 1998, Carrols consummated the purchase of Pollo Tropical for a cash purchase price of $96.6 million. On December 19, 2000, Carrols acquired Taco Cabana for $154.7 million, which included the purchase of outstanding common shares, employee stock options and the assumption of Taco Cabana’s outstanding debt, which was approximately $43 million. The excess purchase price over net assets acquired, or goodwill, by Carrols for Pollo Tropical was approximately $64.0 million and for Taco Cabana was approximately $70.5 million. Such goodwill was amortized prior to January 1, 2002. All assets and liabilities acquired, including initial goodwill amounts, were recorded in the Company’s consolidated balance sheet.
The Company is required to review goodwill for impairment annually or more frequently when events and circumstances indicate that the carrying amount may be impaired. If the determined fair value of goodwill is less than the related carrying amount, an impairment loss is recognized. The Company performs its annual impairment assessment as of December 31 and has determined its reporting units to be at the brand level for Pollo Tropical and Taco Cabana. There have been no impairment charges related to goodwill.
In performing its goodwill impairment test, the Company compared the net book values of its reporting units to their estimated fair values, the latter determined by employing a combination of a discounted cash flow analysis and a market-based approach. The results of the discounted cash flow analyses were corroborated with other value indicators where available, such as comparable company earnings multiples.
There have been no changes in goodwill or goodwill impairment losses for the years ended December 31, 2008, 2009 and 2010 and for the nine months ended September 30, 2011. Goodwill is summarized below:

 	  	Pollo
Tropical	 	  	Taco
Cabana	 	  	Total	 	
Balance, December 31, 2009 and 2010 and September 30, 2011	  	$	56,307	  	  	$	67,177	  	  	$	123,484	  	

4.	Impairment of Long-Lived Assets and Other Lease Charges	
The Company reviews its long-lived assets, principally property and equipment, for impairment at the restaurant level. If an indicator of impairment exists for any of its assets, an estimate of undiscounted future cash flows over the life of the primary asset for each restaurant is compared to that long-lived asset’s carrying value. If the carrying value is greater than the undiscounted cash flow, the Company then determines the fair value of the asset and if an asset is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset over its fair value. For closed restaurant locations, the Company reviews the future minimum lease payments and related ancillary costs from the date of the restaurant closure to the end of the remaining lease term and records a lease charge for the lease liabilities to be incurred, net of any estimated sublease recoveries.
The Company determined the fair value of the impaired long-lived assets at the restaurant level based on current economic conditions and historical experience. These fair value asset measurements rely on significant unobservable inputs and are considered Level 3 in the fair value hierarchy. The non-financial assets measured at
 
F-12

Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
fair value associated with impairment charges recorded in 2010 totaled $1.2 million at December 31, 2010. They consist of restaurant equipment, which will be used in other Company restaurants with its value determined based upon the Company’s experience of amounts utilized from prior restaurant closures, and an owned restaurant property valued based on recent property sales in that restaurant’s trade area. There were no Level 3 assets measured at fair value during the nine months ended September 30, 2011.
Impairment and other lease charges recorded on long-lived assets for the Company’s segments were as follows:

 	  	Year ended December 31,	 	  	Nine months ended
September 30,	 	
 	  	2008	 	  	2009	 	  	2010	 	  	2010	 	  	2011	 	
Pollo Tropical	  	$	3,181	  	  	$	2,152	  	  	$	4,671	  	  	$	2,069	  	  	$	706	  	
Taco Cabana	  	 	2,190	  	  	 	132	  	  	 	1,943	  	  	 	1,644	  	  	 	310	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	5,371	  	  	$	2,284	  	  	$	6,614	  	  	$	3,713	  	  	$	1,016	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
During the nine months ended September 30, 2011, the Company recorded other lease charges of $0.1 million associated with the closure of a Pollo Tropical restaurant in the third quarter and $0.1 million of income to reduce the Company’s future minimum lease payment and ancillary costs related to a non-operating Taco Cabana restaurant property. The Company also recorded impairment and other lease charges of $1.0 million consisting of $0.6 million in other lease charges for two previously closed Pollo Tropical restaurants, $0.3 million of lease charges for a Taco Cabana restaurant that was closed in the second quarter of 2011, and $0.2 million in lease charges for two previously closed Taco Cabana restaurants.
During the nine months ended September 30, 2010, the Company recorded impairment and other lease charges of $3.7 million which included impairment charges of $1.4 million for an underperforming Pollo Tropical restaurant, $0.3 million to reduce the fair market value of a previously impaired Pollo Tropical restaurant, $1.1 million for an underperforming Taco Cabana restaurant and $0.3 million to reduce the fair market value of a previously impaired Taco Cabana restaurant.
During 2010, the Company recorded impairment and other lease charges of $6.6 million which included $3.2 million for three underperforming Pollo Tropical restaurants, $0.7 million to reduce the fair market value of a previously impaired Pollo Tropical restaurant and $0.7 million in other lease charges for non-operating Pollo Tropical properties which principally consisted of future minimum lease payments and related ancillary costs from the date of the restaurant closures to the end of the remaining lease term, net of $0.7 million of estimated cost recoveries from subletting the properties. In addition, the Company recorded charges of $1.1 million for an underperforming Taco Cabana restaurant, $0.3 million to reduce the fair market value of a previously impaired Taco Cabana restaurant and $0.5 million in charges for non-operating Taco Cabana restaurant properties which principally consisted of a reduction in estimated cost recoveries from subletting the properties through the end of the remaining lease term.
The Company closed one Pollo Tropical restaurant in 2009 whose fixed assets were impaired in 2008, and recorded a charge of $0.3 million in 2009 which principally consisted of future minimum lease payments and related ancillary costs from the date of the restaurant closure to the end of the remaining lease term. During 2009, the Company also recorded fixed asset impairment charges of $1.9 million associated with an underperforming Pollo Tropical restaurant.
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
During 2008, the Company closed two Taco Cabana restaurants and recorded a charge of $2.2 million, including a fixed asset impairment charge of $1.7 million and other lease charges of $0.5 million which principally consisted of future minimum lease payments and related ancillary costs from the date of the restaurant closure to the end of the remaining lease term, net of any estimated cost recoveries from subletting the properties. In 2008, the Company also recorded a fixed asset impairment charge of $3.1 million associated with three underperforming Pollo Tropical restaurants, one of which was subsequently closed in 2009 as noted above.
 
5.	Other Liabilities, Long-Term	
Other liabilities, long-term, consist of the following:

 	  	December 31,	 	  	September 30,
2011	 	
 	  	2009	 	  	2010	 	  			
Accrued occupancy costs	  	$	5,864	  	  	$	6,865	  	  	$	7,139	  	
Accrued workers’ compensation costs	  	 	1,417	  	  	 	1,480	  	  	 	1,670	  	
Deferred compensation	  	 	387	  	  	 	673	  	  	 	658	  	
Other	  	 	651	  	  	 	832	  	  	 	734	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	8,319	  	  	$	9,850	  	  	$	10,201	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Accrued occupancy costs include obligations pertaining to closed restaurant locations, contingent rent and accruals to expense operating lease rental payments on a straight-line basis over the lease term.
The following table presents the activity in the reserve for closed locations, included in accrued occupancy costs, for the years ended December 31, 2009 and 2010 and the nine months ended September 30, 2011:

 	  	December 31,	 	 	September  30,
2011	 	
 	  	2009	 	 	2010	 	 			
Balance, beginning of period	  	$	1,050	  	 	$	862	  	 	$	1,665	  	
Changes in estimates of accrued costs	  	 	276	  	 	 	1,279	  	 	 	987	  	
Payments, net	  	 	(475	) 	 	 	(632	) 	 	 	(753	) 	
Other adjustments	  	 	11	  	 	 	156	  	 	 	117	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Balance, end of period	  	$	862	  	 	$	1,665	  	 	$	2,016	  	

6.	Leases	
The Company utilizes land and buildings in its operations under various lease agreements. The Company does not consider any one of these individual leases material to the Company’s operations. Initial lease terms are generally for twenty years and, in many cases, provide for renewal options and in most cases rent escalations. Certain leases require contingent rent, determined as a percentage of sales as defined by the terms of the applicable lease agreement. For most locations, the Company is obligated for occupancy related costs including payment of property taxes, insurance and utilities.
During the year ended December 31, 2010, the Company sold two restaurant properties in sale-leaseback transactions for net proceeds of $3,363. These leases have been classified as operating leases and generally contain a twenty-year initial term plus renewal options. There were no qualified sale-leaseback transactions for the years ended December 31, 2009 and 2008.
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
Deferred gains on sale-leaseback transactions of $103 were recognized during the year ended December 31, 2010 and are being amortized over the term of the related leases. The amortization of deferred gains on sale-leaseback transactions was $323, $104 and $259 for the years ended December 31, 2008, 2009 and 2010, respectively.
Minimum rent commitments due under capital and non-cancelable operating leases at December 31, 2010 were as follows:

Years Ending December 31,	  	Capital	 	 	Operating	 	
2011	  	$	142	  	 	$	16,662	  	
2012	  	 	143	  	 	 	16,053	  	
2013	  	 	139	  	 	 	15,460	  	
2014	  	 	132	  	 	 	14,658	  	
2015	  	 	120	  	 	 	14,134	  	
Thereafter	  	 	1,182	  	 	 	105,979	  	
	  	 	 	 	 	 	 	 	
Total minimum lease payments	  	 	1,858	  	 	$	182,946	  	
	  				 	 	 	 	
Less amount representing interest	  	 	(794	) 	 				
	  	 	 	 	 				
Total obligations under capital leases	  	 	1,064	  	 				
Less current portion	  	 	(56	) 	 				
	  	 	 	 	 				
Long-term debt under capital leases	  	$	1,008	  	 				
	  	 	 	 	 				
Total rent expense on operating leases, including contingent rentals, was as follows:

 	  	Year ended December 31,	 	
 	  	2008	 	  	2009	 	  	2010	 	
Minimum rent on real property	  	$	16,785	  	  	$	17,346	  	  	$	16,534	  	
Additional rent based on percentage of sales	  	 	183	  	  	 	91	  	  	 	86	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Restaurant rent expense	  	 	16,968	  	  	 	17,437	  	  	 	16,620	  	
Administrative and equipment rent	  	 	1,130	  	  	 	1,036	  	  	 	763	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	18,098	  	  	$	18,473	  	  	$	17,383	  	

7.	Due to Parent Company	
The balance due to Parent Company at December 31, 2010 and 2009 reflect the amounts funded by Carrols for its acquisitions of Pollo Tropical and Taco Cabana reduced by the net cash flows remitted by the Company to Carrols since that time. Amounts due to Parent Company also include certain allocated administrative and corporate costs incurred by Carrols, interest expense on the amount due to parent company and income taxes payable. Prior to the Company’s new debt financings on August 5, 2011, funding required by the Company to cover its cash needs had been provided directly by Carrols which had secured all third-party financing.
Amounts due to the parent company of $117.1 million were repaid on August 5, 2011 in connection with the Company’s debt financings discussed in Note 8. In addition, the proceeds were used to pay a dividend of $75.5 million to Carrols for Carrols to repay its outstanding long-term debt which has been reflected as a financing
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
activity on the consolidated statement of cash flows. Amounts subsequent to August 5, 2011, shown as intercompany payable at September 30, 2011 in the accompanying consolidated balance sheet, represent amounts related to administrative support provided by Carrols and taxes payable by the Company to Carrols due to the Company’s inclusion in Carrols’ consolidated federal and certain state income tax returns.
Prior to August 5, 2011, interest expense has been allocated to the Company based the amount due to parent company during the year and the weighted average interest rate in effect for the period for Carrols on its long-term debt obligations, excluding lease financing obligations. Effective with the Company’s debt financings on August 5, 2011, intercompany interest allocations from Carrols ceased. The weighted average interest rate used for the allocation of interest to the Company for the years ended December 31, 2008, 2009 and 2010 was 6.9%, 5.9% and 6.1%, respectively, and for the nine months ended September 30, 2010 and 2011 was 6.0% and 6.3%, respectively. Interest expense on the amount due to parent company was $11,748, $9,625 and $8,825 for the years ended December 31, 2008, 2009 and 2010, respectively, and for the nine months ended September 30, 2010 and 2011 was $6,622 and $4,715, respectfully. Management believes the allocation basis for interest expense is reasonable based on the historical financing needs of the Company. However, such estimates are not necessarily representative of the costs in the future or if the Company had been a standalone entity during the periods presented.
Allocated Expenses.  The administrative support provided by Carrols to the Company has been allocated based on estimates and a pro-rata percentage of Pollo Tropical and Taco Cabana revenues, number of restaurants or number of employees. The administrative support expenses include centralized corporate functions provided by Carrols including executive management, information systems, finance, legal, accounting, internal audit and human resources and certain other administrative functions. During the years ended December 31, 2008, 2009 and 2010, and the nine months ended September 30, 2010 and 2011, the Company was allocated $10.1 million, $10.4 million, $10.1 million, $7.2 million and $8.8 million, respectively, of general corporate administrative expenses and stock-based compensation which have been included in general and administrative expenses on the accompanying consolidated statements of operations. The allocated administrative expenses were as follows:

 	  	Years ended December 31,	 	  	Nine months  ended
September 30,	 	
 	  	2008	 	  	2009	 	  	2010	 	  	2010	 	  	2011	 	
Allocated financial services	  	$	2,078	  	  	$	1,984	  	  	$	2,020	  	  	$	1,484	  	  	$	1,795	  	
Allocated information systems services	  	 	2,721	  	  	 	2,317	  	  	 	2,695	  	  	 	2,038	  	  	 	1,497	  	
Allocated corporate expenses and other shared services	  	 	4,357	  	  	 	5,455	  	  	 	4,408	  	  	 	2,917	  	  	 	4,174	  	
Allocated stock-based compensation	  	 	970	  	  	 	669	  	  	 	974	  	  	 	718	  	  	 	1,284	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	10,126	  	  	$	10,425	  	  	$	10,097	  	  	$	7,157	  	  	$	8,750	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
As discussed in Note 1, the Company believes the assumptions and methodologies underlying the allocation of administrative expenses and stock-based compensation are reasonable. However, such expenses may not be indicative of the actual expenses that would have been or could be incurred by the Company if it was to operate as a standalone company. As such, the financial information herein may not necessarily reflect the consolidated financial position, results of operations, and cash flows of the Company in the future or if the Company had been a standalone entity during the periods presented.
Stock-based compensation includes equity awards granted to employees of the Company as well as allocated stock-based compensation expense associated with Carrols employees that provide administrative
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
support to the Company. Effective August 15, 2011, Tim Taft was hired as the new Chief Executive Officer and President of the Company. On the one month anniversary of the date that the shares of the Company’s common stock (“Fiesta Common Stock”) begin trading publicly, the Company’s Chief Executive Officer will receive a grant of restricted Fiesta Common Stock with an aggregate value of $2.0 million, based upon the average trading price of Fiesta Common Stock for the first four weeks the shares commence trading publicly. The restricted shares of Fiesta Common Stock to be granted to Mr. Taft will vest over four years at the rate of 25% per annum beginning on the first anniversary of the date of grant and will be subject to the provisions of the stock incentive plan to be adopted by the Company following the consummation of the spin-off.
8. Long Term Debt
Long -term debt consisted of the following:

 	  	December 31,
2009	 	 	December 31,
2010	 	 	September 30,
2011	 	
Collateralized:	  				 				 				
8.875% Senior Secured Second Lien Notes	  	$	—  	  	 	$	—  	  	 	$	200,000	  	
Capital leases	  	 	1,020	  	 	 	1,064	  	 	 	1,022	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	 	1,020	  	 	 	1,064	  	 	 	201,022	  	
Less: current portion of long-term debt	  	 	(45	) 	 	 	(56	) 	 	 	(58	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	$	975	  	 	$	1,008	  	 	$	200,964	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
On August 5, 2011, Carrols LLC (a wholly owned subsidiary of Carrols that operates the Company’s Burger King restaurants) and the Company each entered into new and independent financing arrangements. The proceeds from these financings were or will be used by Carrols to repay amounts outstanding under Carrols senior credit facility and Carrols 9% senior subordinated notes (the “Carrols Notes”), as well as to pay all related fees and expenses.
New Senior Secured Revolving Credit Facility. On August 5, 2011 the Company entered into a new first lien senior secured revolving credit facility providing for aggregate borrowings of up to $25.0 million (including $10.0 million available for letters of credit). The facility also provides for incremental increases of up to $5.0 million, in the aggregate, to the revolving credit borrowings available under facility, and matures on February 5, 2016. On October 2, 2011, there were no outstanding borrowings under the Company’s senior secured revolving credit facility.
Borrowings under the Company’s senior secured credit facility bear interest at a per annum rate, at the Company’s option, of either (all terms as defined in the senior secured credit facility):
1) the Alternate Base Rate plus the applicable margin of 2.0% to 2.75% based on the Company’s Adjusted Leverage Ratio (with an initial applicable margin set at 2.5% until the delivery of financial statements for the fourth fiscal quarter of 2011 to the agent and lenders under the Company’s senior secured credit facility), or
2) the LIBOR Rate plus the applicable margin of 3.0% to 3.75% based on the Company’s Adjusted Leverage Ratio (with an initial applicable margin set at 3.5% until the delivery of financial statements for the fourth fiscal quarter of 2011 to the agent and lenders under the Company’s senior secured credit facility).
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
The Company’s obligations under its senior secured credit facility are secured by a first priority lien on substantially all of the Company’s assets and its material subsidiaries, as guarantors, (including a pledge of all of the capital stock and equity interests of its material subsidiaries).
The Company’s senior secured credit facility contains customary default provisions, including without limitation, a cross default provision pursuant to which it is an event of default under this facility if there is a default under any indebtedness of the Company having an outstanding principal amount of $2.5 million or more which results in the acceleration of such indebtedness prior to its stated maturity or is caused by a failure to pay principal when due.
As of October 2, 2011, the Company was in compliance with the covenants under its senior secured credit facility. After reserving $7.6 million for letters of credit guaranteed by the senior secured credit facility, $17.4 million was available for borrowing at October 2, 2011.
Senior Secured Second Lien Notes. On August 5, 2011, the Company issued $200.0 million of 8.875% Senior Secured Second Lien Notes due 2016 pursuant to an indenture dated as of August 5, 2011 governing such notes. The senior secured second lien notes mature and are payable on August 15, 2016. Interest is payable semi-annually on February 15 and August 15 with the first interest payment due on February 15, 2012. The notes are secured by second-priority liens on substantially all of the Company’s and its material subsidiaries assets.
The notes are redeemable at the Company’s option in whole or in part at any time after February 15, 2014 at a price of 104.438% of the principal amount plus accrued and unpaid interest, if any, if redeemed before February 15, 2015, 102.219% of the principal amount plus accrued and unpaid interest, if any, if redeemed after February 15, 2015 but before February 15, 2016 and 100% of the principal amount plus accrued and unpaid interest, if any, if redeemed after February 15, 2016. Prior to February 14, 2014, the Company may redeem some or all of the notes at a redemption price of 100% of the principal amount of each note plus accrued and unpaid interest, if any, and a make-whole premium. In addition, at any time prior to February 15, 2014, the Company may redeem up to 35% of the notes with the net cash proceeds from specified equity offerings at a redemption price equal to 108.875% of the principal amount of each note to be redeemed, plus accrued and unpaid interest, if any, to the date of redemption.
The notes are jointly and severally guaranteed, unconditionally and in full by the Company’s material subsidiaries which are directly or indirectly 100% owned by the Company. Separate condensed consolidating information is not included because the Company is a holding company that has no independent assets or operations. In addition, assets and operations of non-guarantor subsidiaries are minor. There are no significant restrictions on the ability of the Company or any of the guarantor subsidiaries to obtain funds from its respective subsidiaries. All consolidated amounts in the Company’s financial statements are representative of the combined guarantors.
The indenture governing the notes includes certain covenants, including limitations and restrictions on the Company and its material subsidiaries who are guarantors under such indenture to incur additional debt, issue preferred stock, pay dividends or make distributions in respect of capital stock or make certain other restricted payments or investments, incur liens, sell assets, enter into transactions with affiliates, agree to payment restrictions affecting certain of its material subsidiaries and enter into mergers, consolidations or sales of all or substantially all of the Company’s or its material subsidiaries’ assets. These covenants are subject to certain exceptions and qualifications including, without limitation, permitting the spin-off transaction discussed in Note 1.
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
The indenture governing the notes contains customary default provisions, including without limitation, a cross default provision pursuant to which it is an event of default under these notes and the indenture if there is a default under any indebtedness of the Company having an outstanding principal amount of $15.0 million or more which results in the acceleration of such indebtedness prior to its stated maturity or is caused by a failure to pay principal when due.
 
9.	Lease Financing Obligations	
The Company entered into sale-leaseback transactions in various years that did not qualify for sale-leaseback accounting due to certain forms of continuing involvement and, as a result, the leases were classified as financing transactions in both the Carrols consolidated financial statements and the Company’s consolidated financial statements. During the second quarter of 2011, the Company entered into a sale-leaseback transaction for a restaurant property that did not qualify for sale-leaseback accounting and the net proceeds of $1.7 million were recorded as a lease financing obligation. In the third quarter of 2011, the condition that precluded sale-leaseback accounting was cured. As a result, the Company reduced its lease financing obligations by $1.7 million and recorded a loss of $0.1 million which is included in other expense on the consolidated statement of operations. At December 31, 2009 and 2010 and September 30, 2011, the balance of these lease financing obligations was $8,811, $8,871 and $8,871, respectively.
In addition, for certain of the Company’s sale-leaseback transactions, Carrols has guaranteed the lease payments on an unsecured basis or is the primary lessee on the leases associated with certain of the Company’s sale-leaseback transactions. In the Company’s consolidated financial statements, ASC 840-40-25-16 “Sale-Leaseback Transactions”, requires the Company to classify these leases as lease financing transactions because the guarantee from a related party constitutes continuing involvement and causes the sale to not qualify for sale-leaseback accounting. The accompanying consolidated balance sheets include lease financing obligations associated with these transactions of $107,840, $114,104 and $114,137 at December 31, 2009 and 2010 and September 30, 2011, respectively.
Under the financing method, the assets remain on the consolidated balance sheet and the proceeds received by the Company from these transactions are recorded as a lease financing liability. Payments under these leases are applied as payments of imputed interest and deemed principal on the underlying financing obligations.
These leases generally provide for an initial term of 20 years plus renewal options. The rent payable under such leases includes a minimum rent provision and in some cases, includes rent based on a percentage of sales. These leases also require payment of property taxes, insurance and utilities.
At December 31, 2010, payments required on all lease financing obligations were as follows:

2011	  	$	10,869	  	
2012	  	 	10,879	  	
2013	  	 	10,933	  	
2014	  	 	10,972	  	
2015	  	 	11,041	  	
Thereafter, through 2030	  	 	201,724	  	
	  	 	 	 	
Total minimum lease payments	  	 	256,418	  	
Less: Interest implicit in obligations	  	 	(133,443	) 	
	  	 	 	 	
Total lease financing obligations	  	$	122,975	  	

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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
The interest rates on lease financing obligations ranged from 7.1% to 10.8% at December 31, 2010 and September 30, 2011. Interest expense on lease financing obligations totaled $9,988, $10,610 and $10,939 for the years ended December 31, 2008, 2009 and 2010, respectively, and $8,250 and $8,477 for the nine months ended September 30, 2010 and 2011, respectively.
 
10.	Other Income/Expense	
In 2008, the Company recorded gains of $0.6 million, which included $0.1 million related to the sale of a Taco Cabana property and $0.5 million related to an insurance recovery for damages to a Taco Cabana restaurant property in Galveston, Texas during Hurricane Ike.
During 2009, the Company recorded gains of $0.8 million which included a gain of $0.6 million related to an insurance recovery for damages to Taco Cabana restaurants associated with Hurricane Ike and $0.2 million related to the sale of a non-operating Taco Cabana property.
 
11.	Income Taxes	
The Company’s taxable income has historically been included in the consolidated U.S. federal income tax return of Carrols and in income tax returns filed by Carrols with certain state taxing jurisdictions. The Company’s income tax provision has been computed and presented in these consolidated financial statements as if it were a separate taxpaying entity and was comprised of the following for the years ended December 31:

 	  	Year ended December 31,	 	
 	  	2008	 	 	2009	 	 	2010	 	
Current:	  				 				 				
Federal	  	$	(229	) 	 	$	4,107	  	 	$	5,095	  	
Foreign	  	 	294	  	 	 	310	  	 	 	256	  	
State	  	 	632	  	 	 	1,189	  	 	 	1,363	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	 	697	  	 	 	5,606	  	 	 	6,714	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
Deferred (prepaid):	  				 				 				
Federal	  	 	397	  	 	 	(319	) 	 	 	(2,608	) 	
State	  	 	(41	) 	 	 	(324	) 	 	 	(328	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	 	356	  	 	 	(643	) 	 	 	(2,936	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Valuation allowance	  	 	50	  	 	 	82	  	 	 	(14	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	$	1,103	  	 	$	5,045	  	 	$	3,764	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
The provision for income taxes was comprised of the following for the nine months ended September 30:

 	  	Nine months
ended September 30,	 	
 	  	2010	 	 	2011	 	
Current	  	$	3,881	  	 	$	5,125	  	
Deferred	  	 	(848	) 	 	 	317	  	
	  	 	 	 	 	 	 	 	
	  	$	3,033	  	 	$	5,442	  	

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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
The provision for income taxes for the nine months ended September 30, 2010 was derived using an estimated annual effective income tax rate for 2010 of 37.7%, which excludes any discrete tax adjustments. Discrete tax adjustments decreased the provision for income taxes by $338 in the nine months ended September 30, 2010.
The provision for income taxes for the nine months ended September 30, 2011 was derived using an estimated annual effective income tax rate for 2011 of 37.1%, which excludes any discrete tax adjustments. Discrete tax adjustments decreased the provision for income taxes by $188 in the nine months ended September 30, 2011.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The components of deferred income tax assets and liabilities at December 31, 2009 and 2010 were as follows:

 	  	December 31,	 	
 	  	2009	 	 	2010	 	
Current deferred income tax assets:	  				 				
Inventory and other reserves	  	$	10	  	 	$	23	  	
Accrued vacation benefits	  	 	1,193	  	 	 	1,245	  	
Other accruals	  	 	744	  	 	 	1,032	  	
	  	 	 	 	 	 	 	 	
Current deferred income tax assets	  	 	1,947	  	 	 	2,300	  	
	  	 	 	 	 	 	 	 	
Long term deferred income tax assets (liabilities):	  				 				
Deferred income on sale-leaseback of certain real estate	  	 	7,296	  	 	 	6,821	  	
Lease financing obligations	  	 	758	  	 	 	843	  	
Lease financing obligations—guaranteed by parent	  	 	3,352	  	 	 	4,540	  	
Property and equipment depreciation	  	 	(2,976	) 	 	 	(2,213	) 	
Amortization of other intangibles, net	  	 	(2,880	) 	 	 	(2,891	) 	
Occupancy costs	  	 	2,754	  	 	 	3,464	  	
Tax credit carryforwards	  	 	563	  	 	 	549	  	
Other	  	 	180	  	 	 	527	  	
	  	 	 	 	 	 	 	 	
Long-term net deferred income tax assets	  	 	9,047	  	 	 	11,640	  	
Less: Valuation allowance	  	 	(563	) 	 	 	(549	) 	
	  	 	 	 	 	 	 	 	
Total long-term deferred income tax assets	  	 	8,484	  	 	 	11,091	  	
	  	 	 	 	 	 	 	 	
Carrying value of net deferred income tax assets	  	$	10,431	  	 	$	13,391	  	
	  	 	 	 	 	 	 	 	
The Company establishes a valuation allowance to reduce the carrying amount of deferred income tax assets when it is more likely than not that it will not realize some portion or all of the tax benefit of its deferred tax assets. The Company evaluates whether its deferred income tax assets are probable of realization on a quarterly basis. In performing this analysis, the Company considers all available evidence including historical operating results, the estimated timing of future reversals of existing taxable temporary differences and estimated future taxable income exclusive of reversing temporary differences and carryforwards. At December 31, 2009 and 2010, the Company had a valuation allowance of $563 and $549, respectively, against net deferred income tax assets due primarily to foreign income tax credit carryforwards where it was determined more likely than not that
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
the deferred income tax asset amounts would not be realized. The estimation of future taxable income for federal and state purposes and the Company’s ability to realize deferred income tax assets can significantly change based on future events and operating results. Thus, recorded valuation allowances may be subject to future changes that could be material.
The Company’s effective tax rate was 45.3%, 37.6% and 34.8% for the years ended December 31, 2008, 2009 and 2010, respectively. A reconciliation of the statutory federal income tax provision to the effective tax provision for the years ended December 31, 2008, 2009 and 2010 was as follows:

 	  	2008	 	 	2009	 	 	2010	 	
Statutory federal income tax provision	  	$	852	  	 	$	4,694	  	 	$	3,782	  	
State income taxes, net of federal benefit	  	 	384	  	 	 	562	  	 	 	673	  	
Change in valuation allowance	  	 	50	  	 	 	82	  	 	 	(14	) 	
Non-deductible expenses	  	 	66	  	 	 	54	  	 	 	47	  	
Foreign taxes	  	 	294	  	 	 	310	  	 	 	256	  	
Employment tax credits	  	 	(338	) 	 	 	(371	) 	 	 	(510	) 	
Foreign tax credits	  	 	(244	) 	 	 	(248	) 	 	 	(205	) 	
Miscellaneous	  	 	39	  	 	 	(38	) 	 	 	(265	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
	  	$	1,103	  	 	$	5,045	  	 	$	3,764	  	
	  	 	 	 	 	 	 	 	 	 	 	 	
The Company’s policy is to recognize interest and/or penalties related to uncertain tax positions in income tax expense. At December 31, 2009 and 2010, the Company had no unrecognized tax benefits and no accrued interest related to uncertain tax positions. The tax years 2008—2010 remain open to examination by the major taxing jurisdictions to which the Company is subject. Although it is not reasonably possible to estimate the amount by which unrecognized tax benefits may increase within the next twelve months due to uncertainties regarding the timing of examinations, the Company does not expect unrecognized tax benefits to significantly change in the next twelve months.
 
12.	Business Segment Information	
The Company is engaged in the quick-casual restaurant industry, with two restaurant concepts: Pollo Tropical and Taco Cabana. Pollo Tropical is a quick-casual restaurant brand offering a wide selection of tropical and Caribbean inspired menu items, featuring grilled chicken marinated in a proprietary blend of tropical fruit juices and spices. Taco Cabana is a quick-casual restaurant brand offering a wide selection of fresh Tex-Mex and traditional Mexican food, including sizzling fajitas, quesadillas, enchiladas, burritos and other Tex-Mex dishes.
The accounting policies of each segment are the same as those described in the summary of significant accounting policies. The following table includes Adjusted Segment EBITDA which is the measure of segment profit or loss reported to the chief operating decision maker for purposes of allocating resources to the segments and assessing their performance. Adjusted Segment EBITDA is defined as earnings attributable to the applicable segment before interest, income taxes, depreciation and amortization, impairment and other lease charges, stock-based compensation expense and other income and expense.

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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of  September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)

 	 	Pollo
Tropical	 	 	Taco
Cabana	 	 	Other	 	 	Consolidated	 	
Nine months ended September 30, 2011:	 				 				 				 				
Revenues	 	$	157,553	  	 	$	200,469	  	 	$	—  	  	 	$	358,022	  	
Cost of sales	 	 	52,062	  	 	 	62,790	  	 	 	—  	  	 	 	114,852	  	
Restaurant wages and related expenses	 	 	36,721	  	 	 	60,228	  	 	 	—  	  	 	 	96,949	  	
General and administrative expense (1)	 	 	12,986	  	 	 	14,100	  	 	 	—  	  	 	 	27,086	  	
Depreciation and amortization	 	 	6,813	  	 	 	7,770	  	 	 	—  	  	 	 	14,583	  	
Adjusted Segment EBITDA	 	 	27,809	  	 	 	20,647	  	 				 				
Capital expenditures	 	 	7,344	  	 	 	10,353	  	 	 	—  	  	 	 	17,697	  	
Nine months ended September 30, 2010:	 				 				 				 				
Revenues	 	$	139,873	  	 	$	189,941	  	 	$	—  	  	 	$	329,814	  	
Cost of sales	 	 	44,880	  	 	 	56,644	  	 	 	—  	  	 	 	101,524	  	
Restaurant wages and related expenses	 	 	34,249	  	 	 	58,055	  	 	 	—  	  	 	 	92,304	  	
General and administrative expense (1)	 	 	12,051	  	 	 	11,844	  	 	 	—  	  	 	 	23,895	  	
Depreciation and amortization	 	 	6,708	  	 	 	7,653	  	 	 	—  	  	 	 	14,361	  	
Adjusted Segment EBITDA	 	 	22,380	  	 	 	20,249	  	 				 				
Capital expenditures	 	 	7,719	  	 	 	8,314	  	 	 	—  	  	 	 	16,033	  	
Year ended December 31, 2010:	 				 				 				 				
Revenues	 	$	187,293	  	 	$	251,778	  	 	 	—  	  	 	$	439,071	  	
Cost of sales	 	 	60,045	  	 	 	75,191	  	 	 	—  	  	 	 	135,236	  	
Restaurant wages and related expenses	 	 	45,890	  	 	 	76,629	  	 	 	—  	  	 	 	122,519	  	
General and administrative expense (1)	 	 	16,447	  	 	 	16,418	  	 	 	—  	  	 	 	32,865	  	
Depreciation and amortization	 	 	9,049	  	 	 	10,026	  	 	 	—  	  	 	 	19,075	  	
Adjusted Segment EBITDA	 	 	30,062	  	 	 	27,334	  	 	 	—  	  	 				
Capital expenditures	 	 	9,981	  	 	 	13,417	  	 	 	—  	  	 	 	23,398	  	
Year ended December 31, 2009:	 				 				 				 				
Revenues	 	$	177,840	  	 	$	254,280	  	 	 	—  	  	 	$	432,120	  	
Cost of sales	 	 	58,287	  	 	 	73,783	  	 	 	—  	  	 	 	132,070	  	
Restaurant wages and related expenses	 	 	43,999	  	 	 	76,106	  	 	 	—  	  	 	 	120,105	  	
General and administrative expense (1)	 	 	14,994	  	 	 	17,154	  	 	 	—  	  	 	 	32,148	  	
Depreciation and amortization	 	 	9,170	  	 	 	10,506	  	 	 	—  	  	 	 	19,676	  	
Adjusted Segment EBITDA	 	 	25,322	  	 	 	30,452	  	 	 	—  	  	 				
Capital expenditures	 	 	4,950	  	 	 	11,177	  	 	 	—  	  	 	 	16,127	  	
Year ended December 31, 2008:	 				 				 				 				
Revenues	 	$	175,124	  	 	$	249,654	  	 	 	—  	  	 	$	424,778	  	
Cost of sales	 	 	57,852	  	 	 	76,389	  	 	 	—  	  	 	 	134,241	  	
Restaurant wages and related expenses	 	 	43,560	  	 	 	72,510	  	 	 	—  	  	 	 	116,070	  	
General and administrative expense (1)	 	 	15,339	  	 	 	17,677	  	 	 	—  	  	 	 	33,016	  	
Depreciation and amortization	 	 	9,006	  	 	 	9,227	  	 	 	—  	  	 	 	18,233	  	
Adjusted Segment EBITDA	 	 	22,765	  	 	 	25,653	  	 	 	—  	  	 				
Capital expenditures	 	 	19,353	  	 	 	24,819	  	 	 	—  	  	 	 	44,172	  	
Identifiable assets	 				 				 				 				
At September 30, 2011(2)	 	$	156,731	  	 	$	203,492	  	 	$	7,482	  	 	$	367,705	  	
At December 31, 2010	 	 	158,627	  	 	 	199,259	  	 	 	—  	  	 	 	357,886	  	
At December 31, 2009	 	 	160,593	  	 	 	199,532	  	 	 	—  	  	 	 	360,125	  	
 
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Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
(1)	Such amounts include general and administrative expenses related directly to each segment as well as allocated expenses associated with administrative support provided by Carrols including executive management, information systems, finance, legal and accounting internal audit, human resources services and certain other administrative functions. See Note 7 for additional information.	
(2)	The “Other” column includes items not allocated to the reportable segments and at September 30, 2011 consisted primarily of deferred financing costs associated with the issuance of indebtedness discussed in Note 8.	
A reconciliation of Adjusted Segment EBITDA to consolidated net income follows:

 	  	Year ended December 31,	 	  	Nine months  ended
September 30,	 	
 	  	2008	 	 	2009	 	 	2010	 	  	2010	 	  	2011	 	
Adjusted Segment EBITDA:	  				 				 				  				  				
Pollo Tropical	  	$	22,765	  	 	$	25,322	  	 	$	30,062	  	  	$	22,380	  	  	$	27,809	  	
Taco Cabana	  	 	25,653	  	 	 	30,452	  	 	 	27,334	  	  	 	20,249	  	  	 	20,647	  	
Less:	  				 				 				  				  				
Depreciation and amortization	  	 	18,233	  	 	 	19,676	  	 	 	19,075	  	  	 	14,361	  	  	 	14,583	  	
Impairment and other lease charges	  	 	5,371	  	 	 	2,284	  	 	 	6,614	  	  	 	3,713	  	  	 	1,016	  	
Interest expense	  	 	21,898	  	 	 	20,447	  	 	 	19,898	  	  	 	14,918	  	  	 	16,338	  	
Provision for income taxes	  	 	1,103	  	 	 	5,045	  	 	 	3,764	  	  	 	3,033	  	  	 	5,442	  	
Stock-based compensation	  	 	1,063	  	 	 	757	  	 	 	1,002	  	  	 	740	  	  	 	1,299	  	
Other expense (income)	  	 	(580	) 	 	 	(799	) 	 	 	—  	  	  	 	—  	  	  	 	107	  	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	
Net income	  	$	1,330	  	 	$	8,364	  	 	$	7,043	  	  	$	5,864	  	  	$	9,671	  	

13.	Commitments and Contingencies	
The Company is a party to various 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 statements.
 
14.	Retirement Plans	
Carrols offers the Company’s salaried employees the option to participate in the Carrols Corporation Retirement Savings Plan (the “Retirement Plan”). The Retirement Plan includes a savings option pursuant to section 401(k) of the Internal Revenue Code in addition to a post-tax savings option. Carrols may elect to contribute to the Retirement Plan on an annual basis. Carrols’s contribution is equal to 50% of the employee’s contribution to a maximum Carrols contribution of $520 annually for any plan year that Carrols participates in an employee match. Under the Retirement Plan, Carrols contributions begin to vest after one year and fully vest after five years of service. A year of service is defined as a plan year during which an employee completes at least 1,000 hours of service. Participating employees may contribute up to 50% of their salary annually to either of the savings options, subject to other limitations. The employees have various investment options available under a trust established by the Retirement Plan. Annual contributions made by Carrols to the Retirement Plan for the Company’s employees were $127, $119 and $117 for the years ended December 31, 2010, 2009 and 2008, respectively.
 
F-24

Table of Contents
 FIESTA RESTAURANT GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands except share and per share amounts)
(Information as of September 30, 2011 and for the nine months ended
September 30, 2011 and 2010 is Unaudited)
 
Carrols also has an Amended and Restated Deferred Compensation Plan which permits employees not eligible to participate in the Retirement Plan because they have been excluded as “highly compensated” employees (as so defined in the Retirement Plan) to voluntarily defer portions of their base salary and annual bonus. All amounts deferred by the participants earn interest at 8% per annum. There is no Company matching on any portion of the funds. At September 30, 2011, December 31, 2010 and December 31, 2009, a total of $658, $673 and $387, respectively, was deferred by the Company’s employees under the Retirement Plan, including accrued interest.
 
15.	Recent Accounting Developments	
In September 2011, the Financial Accounting Standards Board issued guidance on testing goodwill for impairment. The guidance provides entities an option to perform a “qualitative” assessment to determine whether further impairment testing is necessary. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, provided that the entity has not yet performed its 2011 annual impairment test or issued its financial statements. The Company is evaluating the impact of this guidance on its annual testing for goodwill impairment.
 
16.	Subsequent Event	
The Company was incorporated in April 2011. On May 4, 2011, Carrols contributed all of the outstanding capital stock of Pollo Operations, Inc., Pollo Franchise, Inc., and Taco Cabana, Inc., to the Company in exchange for all of the outstanding capital stock of the Company and the Company became a wholly-owned subsidiary of Carrols.
 
F-25

Exhibit 99.2
CONSENT OF TECHNOMIC, INC.
May 24, 2011
Fiesta Restaurant Group, Inc.
c/o Carrols Corporation
968 James Street
Syracuse, New York 13203
Ladies and Gentlemen:
We hereby consent to the use of our name, Technomic, Inc., and to the references to the “2011 Technomic Top 500 Chain Restaurant Report” for the year ended 2010 in (i) an Offering Memorandum in connection with the offering and issuance of Senior Secured Notes (the “ Notes ”) of Fiesta Restaurant Group, Inc. (the “ Company ”) and in all subsequent amendments, (ii) a Registration Statement on Form 10 (“ Form 10 ”) and in all subsequent amendments and supplements to the Form 10 and in any related prospectus and information statement and any related registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the Company’s registration of its common stock, (iii) a Registration Statement on Form S-4 (“ Form S-4 ”) and in all subsequent amendments and supplements to the Form S-4 and in any related prospectus and any related registration statement filed under the Securities Act relating to the Company’s exchange offer of the Notes and (iv) any filing by the Company or any of its subsidiaries or affiliated entities under the Securities Act and the Securities Exchange Act of 1934, as amended. We further consent to the filing of this Consent as an exhibit to the Form 10 and the Form S-4.

Technomic, Inc.	
		
By:	 	/s/ Chris Urban	
	 	Name: 	 	Chris Urban	
	 	Title:	 	Director