[[Image Removed: (POPEYES LOGO)]]

                                                 April 19,       Dec. 28,
           Total Operating Restaurants as of:      2009            2008
           Domestic:
           Company-Operated                              51             55
           Franchised                                 1,520          1,527
           International:
           Franchised                                   338            340

           Total                                      1,909          1,922

Our Business Strategy
Our business strategy, announced during the first quarter of 2008, capitalizes on our strengths as a highly franchised restaurant system. Even in challenging economic times, this model provides diverse and reliable earnings and cash flows, with low capital spending demands. It efficiently produces and retains cash flows which are available for use in enhancing our shareholder value. Additionally, this model provides the ability to expand the Popeyes system more rapidly than under a company-operated restaurant model.
Our strategy continues to focus on the four pillars below and we continue to emphasize high quality food at compelling everyday value, speed of service, and improved restaurant profitability. We believe these proven strategies make us more competitive and better positioned for accelerated growth as the consumer environment improves.
• Build the Popeyes Brand - offer a distinctive brand and menu with clear competitive advantages.

• Run Great Restaurants - strengthen restaurant operations and improve the Popeyes guest experience by providing service as distinctive as our food.

• Strengthen Unit Economics - grow revenue and identify cost savings to improve food, labor and overhead efficiencies in the restaurants.

• Align People and Resources to Deliver Results - make investments in brand building, operational tools and people.

Management Overview of 2009 Operating Results (First Quarter) Our first quarter of 2009 results and highlights include the following:
• We reported net income of $5.0 million, or diluted earnings per common share of $0.20. Excluding the impact from non-operating other expenses (income), net income would have been $5.2 million, or $0.21 per diluted share.

• System-wide sales increased by 1.1%, as compared to the first quarter of 2008.

• Global same-store sales increased 0.2% resulting from a domestic same-store sales decrease of 0.3% and an international same-store sales increase of 4.8%.

• The Popeyes system opened 14 new restaurants, offset by 31 permanent closings.

• We repaid $3.9 million in debt under our 2005 Credit Facility.

• We completed the re-franchising of three company-operated restaurants in our Nashville, Tennessee market for proceeds of $1.0 million. The carrying value of the assets of $1.0 million was classified as a component of "Assets held for sale" on the condensed consolidated balance sheet. Therefore, no gain or loss was recognized.

A summary of our financial results and key operational metrics is presented below.

                                                                         16 Weeks Ended
(Dollars in millions)                                              04/19/09          04/20/08
Sales by company-operated restaurants                             $     20.8        $     26.4
Franchise revenues (a)                                                  25.7              25.8
Other revenues                                                           1.4               1.1

Total revenues                                                    $     47.9        $     53.3


Operating profit                                                  $      9.9        $     13.3
Net income                                                        $      5.0        $      6.4

Global system-wide sales increase                                        1.1 %             1.5 %

Same-store sales increase (decrease) (b)
Company-operated restaurant segment                                    (4.1) %           (5.9) %
Domestic franchised restaurants                                        (0.2) %           (1.6) %
Total domestic (company-operated and franchised restaurants)           (0.3) %           (1.8) %
International franchised restaurants                                     4.8 %             3.5 %
Total global system                                                      0.2 %           (1.3) %

Company-operated restaurants (all domestic)
Restaurants at beginning of period                                        55                65
New restaurant openings                                                    -                 -
Unit conversions, net                                                     (3 )               -
Permanent closings                                                        (1 )               -
Temporary (closings)/re-openings, net                                      -                (1 )

Restaurants at the end of first quarter                                   51                64


Franchised restaurants (domestic and international)
Restaurants at beginning of period                                     1,867             1,840
New restaurant openings                                                   14                37
Unit conversions, net                                                      3                 -
Permanent closings                                                       (30 )             (32 )
Temporary (closings)/re-openings, net                                      4               (20 )

Restaurants at the end of first quarter                                1,858             1,825


Total system restaurants                                               1,909             1,889

(a) Franchise revenues are principally comprised of royalty payments from franchisees that are based upon franchisee sales. While franchisee sales are not recorded as revenue by the Company, we believe they are important in understanding the Company's financial performance as these sales are indicative of the Company's financial health, given the Company's strategic focus on growing its overall business through franchising. For the first quarter of 2009 and 2008, franchisee sales, as reported by the franchisees, were approximately $522.7 million and $511.2 million, respectively.

(b) Same-store sales statistics exclude temporarily and permanently closed restaurants and stores that have been open for less than 65 weeks.

In reviewing our operating results, we believe the following table can be helpful. The table presents selected revenues and expenses as a percentage of total revenues (or as a percentage of a corresponding revenue line item).

                                                                16 Weeks Ended
                                                          04/19/09        04//20/08
  Revenues:
  Sales by company-operated restaurants                          43 %             50 %
  Franchise revenues                                             54 %             48 %
  Other revenues                                                  3 %              2 %

  Total revenues                                                100 %            100 %

  Expenses:
  Restaurant employee, occupancy and other expenses (a)          52 %             50 %
  Restaurant food, beverages and packaging (a)                   33 %             35 %
  Rent and other occupancy expenses                               2 %              3 %
  General and administrative expenses                            37 %             30 %
  Depreciation and amortization                                   3 %              4 %
  Other expenses (income), net                                    1 %            (2) %

  Total expenses                                                 79 %             75 %

  Operating profit                                               21 %             25 %
  Interest expense, net                                           4 %              5 %

  Income before income taxes                                     17 %             20 %
  Income tax expense                                              7 %              8 %

  Net income                                                     10 %             12 %

(a) Expressed as a percentage of sales by company-operated restaurants.

2009 Same-Store Sales - First Quarter
Global same-store sales increased 0.2% in the first quarter of 2009, as compared to the same period in 2008.
Domestic same-store sales decreased 0.3% in the first quarter of 2009, an improvement compared to a 2.8% decrease in the fourth quarter of 2008. This improvement reflects positive transactions partially offset by a lower average check. During the first quarter, we promoted our famous and favorites BonafideTM chicken and Butterfly Shrimp at compelling values, supported by national cable advertising. We remain focused on increasing traffic by offering compelling value, distinctive Louisiana food, and an improved guest experience. Our international same-store sales increased 4.8% during the first quarter of 2009 due primarily to strong sales in the Middle East, Canada and Korea, partially offset by negative performance in Mexico. Looking Forward to the Remainder of 2009 Given the favorable guest response to our new value offerings, the Company is projecting global same-store sales for fiscal 2009 to be in the range of negative 1% to positive 1%, an increase from previous guidance of negative 1% to negative 3%.
In the current consumer and credit environment, and consistent with previous guidance, the Company expects its global new openings to be in the range of 90-110 restaurants and its closures to be in the range of 140-160 restaurants, resulting in 30-70 net restaurant closings. Popeyes restaurant closures typically have sales significantly lower than the system average. The Company expects fiscal 2009 general and administrative expenses to be consistent with its previous guidance of 3.1-3.2 percent of system-wide sales, among the lowest in the restaurant industry. The Company will continue to tightly manage its general and

administrative expenses and invest in key strategic initiatives, including its continued commitment to national cable advertising and operations improvements which management believes are essential for the long-term growth of the brand. Based on the projected improvements in same-store sales, the Company now expects its 2009 earnings per share projection to be at the upper end of the guidance range of $0.62-$0.67 per diluted share.
The Company is in continued negotiations to re-franchise the remaining company-operated restaurants in its Atlanta market, and expects to complete the transaction once buyer financing is secured. Comparisons of the First Quarter for 2009 and 2008 Sales by Company-Operated Restaurants
Sales by company-operated restaurants were $20.8 million in the first quarter of 2009, a $5.6 million decrease from the first quarter of 2008. The decrease was primarily due to:
• a $5.2 million decrease related to the re-franchising of 14 company-operated restaurants (11 in the Atlanta market during the third quarter of 2008 and three in the Nashville market during the first quarter of 2009), and

• a $0.8 million decrease due to a 4.1% decrease in same-store sales in the first quarter of 2009,

partially offset by:

• a net $0.4 million increase due to the timing of permanent and temporary restaurant closures during the first quarter of 2009 and 2008.

The first quarter impact of the re-franchising of the 14 company-operated restaurants completed during the third quarter of 2008 and first quarter of 2009, including royalty revenue, general and administrative savings, and depreciation and amortization savings, was favorable to operating profit by approximately $0.5 million.
Franchise Revenues
Franchise revenues have three basic components: (1) ongoing royalty fees that are based on a percentage of franchisee sales; (2) franchise fees associated with new unit openings and renewals; and (3) development fees associated with the agreement pursuant to which a franchisee may develop new restaurants in a given market (usually paid at the inception of the agreement and recognized as revenue as restaurants are actually opened or the development right is terminated). Royalty fees are the largest component of franchise revenues, generally constituting more than 90% of franchise revenues. Franchise revenues were $25.7 million in the first quarter of 2009, a $0.1 million decrease from the first quarter of 2008. The decrease was due to a decrease in franchise and development fees, partially offset by an increase in royalty revenue, primarily from new franchised restaurants. Other Revenues
Other revenues are principally composed of rental income associated with properties leased or subleased to franchisees. Other revenues were $1.4 million in the first quarter of 2009, a $0.3 million increase from the first quarter of 2008, primarily as a result of an increase in the number of leased or subleased properties, including sublease rental revenue associated with certain of the restaurants which were re-franchised.
Restaurant Employee, Occupancy and Other Expenses Restaurant employee, occupancy and other expenses were $10.8 million in the first quarter of 2009, a $2.4 million decrease from the first quarter of 2008. This decrease was principally attributable to the decrease in sales by company-operated restaurants as discussed above. Restaurant employee, occupancy and other expenses were approximately 52% and 50% of sales from company-operated restaurants in the first quarter of 2009 and 2008, respectively, increasing primarily due to additional management talent to operate our company restaurants, higher ad fund contribution levels, and higher insurance costs and other net operating costs.
Restaurant Food, Beverages and Packaging Restaurant food, beverages and packaging costs were $6.9 million in the first quarter of 2009, a $2.3 million decrease from the first quarter of 2008. This decrease was principally attributable to the decrease in sales by company-operated restaurants as discussed above. Restaurant food, beverages and packaging costs were approximately 33% and 35% of sales from company-operated restaurants

in the first quarter of 2009 and 2008, respectively. This decrease was attributable to improved management of food costs, the re-franchising of company-operated restaurants and price increases taken during the second quarter of 2008, partially offset by higher commodity costs. Rent and Other Occupancy Expenses
Rent and other occupancy expenses were $0.6 million in the first quarter of 2009, a $0.1 million decrease from 2008. General and Administrative Expenses
General and administrative expenses were $17.7 million in the first quarter of 2009, a $1.6 million increase from the first quarter of 2008. The increase was primarily due to:
• a $0.5 million net increase due to $1.6 million in national cable advertising expenses during the first quarter of 2009 partially offset by non-recurring marketing and menu related expenses incurred during the first quarter of 2008,

• a $0.5 million increase in international expenses including salary and personnel related costs, travel and other net general and administrative costs, and

• a $0.6 million increase due to travel expenses, bad debt expense and other net general and administrative costs.

General and administrative expenses were approximately 37% and 30% of total revenues in the first quarter of 2009 and 2008, respectively. General and administrative expenses were approximately 3.3% and 3.0% of system-wide sales in the first quarter of 2009 and 2008, respectively. Depreciation and Amortization
Depreciation and amortization was $1.6 million in the first quarter of 2009, a $0.5 million decrease from 2008. The decrease was principally due to the reclassification of certain company-operated assets as "Assets held for sale", resulting in the discontinuation of depreciation on these assets, and the sale and re-franchising of 14 restaurants (11 during the third quarter of 2008 and 3 during the first quarter of 2009).
Other Expenses (Income), Net
Other expenses (income), net was $0.4 million of expense in the first quarter of 2009 as compared to income of $1.3 million in the first quarter of 2008. The $0.4 million of expense in the first quarter of 2009 resulted primarily from disposals of fixed assets and other non-operating expenses. The $1.3 million of income in the first quarter of 2008 resulted primarily from recoveries of insurance claims and gains on sale of assets. A schedule of the components of other expenses (income), net can be found at Note 7 to our condensed consolidated financial statements at Part 1, Item 1 to this quarterly report. Interest Expense, Net
Interest expense, net was $1.7 million in the first quarter of 2009, a $1.1 million decrease from the first quarter of 2008 resulting primarily from lower average debt balances and lower average interest rates on debt as compared to 2008. A schedule of the components of interest expense, net can be found at Note 9 to our condensed consolidated financial statements included at Part 1, Item 1 to this quarterly report.
Income Tax Expense
Income tax expense was $3.2 million in the first quarter of 2009 as compared to $4.1 million in the first quarter of 2008. Our effective tax rate was 39.0% in the first quarter of both 2009 and 2008. The effective tax rate differs from statutory rates due to adjustments to estimated tax reserves, other permanent differences and inter-period allocations. Liquidity and Capital Resources
We finance our business activities primarily with:
• cash flows generated from our operating activities, and

• borrowings under our 2005 Credit Facility.

Our franchise model provides diverse and reliable cash flows. Net cash provided by operating activities of the Company was $6.9 million and $0.8 million for the sixteen weeks ended April 19, 2009 and April 20, 2008, respectively. See our condensed consolidated

statements of cash flows in our condensed consolidated financial statements included in Part 1, Item 1 to this quarterly report. Based primarily upon our generation of cash flow from operations, our existing cash reserves (approximately $5.6 million available as of April 19, 2009), and available borrowings under our 2005 Credit Facility (approximately $58.5 million available as of April 19, 2009), we believe that we will have adequate cash flow to meet our anticipated future requirements for working capital, including various contractual obligations and expected capital expenditures. During the first quarter of 2009, the Company completed the sale and re-franchising of three company-operated restaurants in Nashville, Tennessee for net proceeds of $1.0 million.
Our cash flows and available borrowings allow us to pursue our growth strategies. Our priorities in the use of available cash are:
• reinvestment in our core business activities that promote the Company's strategic initiatives,

• reduction of long-term debt, and

• repurchase shares of our common stock.

Our investment in core business activities includes our obligation to maintain our company-operated restaurants and provide marketing plans and operations support to our franchise system.
Under the terms of the Company's 2005 Credit Facility, as amended, at the end of each fiscal year the Company is subject to mandatory prepayments on term loan borrowings of Consolidated Excess Cash Flow, as defined in the 2005 Credit Facility, less the amount of (1) any voluntary prepayments and (2) the amount by which the revolving loan commitments are permanently reduced in connection with repayments and mandatory prepayments of the revolving loans under the 2005 Credit Facility, when the Company's Total Leverage Ratio equals or exceeds specified amounts, as defined in the 2005 Credit Facility. During the first quarter of 2009, we paid principal on term loan borrowing in the amount of $3.4 million, including $2.8 million of mandatory prepayments from the fiscal 2008 Consolidated Excess Cash Flow, and paid $0.5 million under the 2005 revolving credit facility. As of April 19, 2009, there were no amounts outstanding under the revolving credit facility.
Pursuant to the 2005 Credit Facility, the Company is subject to a Total Leverage Ratio requirement of ? 3.00 to 1.0 in the first two fiscal quarters of 2009 and ? 2.75 to 1.0 in the third and fourth fiscal quarters of 2009. As of April 19, 2009, the Company's Total Leverage Ratio was 2.76 to 1.0. During 2009, the Company intends to continue to use cash realized from operations and the proceeds from sales of selected restaurant properties to make voluntary debt prepayments to secure compliance with the Total Leverage Ratio requirement. Future debt maturities under the 2005 Credit Facility include four designated quarterly payments of approximately one fourth of the outstanding principal, beginning in the third quarter of 2010. The Company intends to amend or refinance the 2005 Credit Facility in advance of these maturities at a cost and interest rate that reflect market conditions.
The Company did not repurchase any shares of our common stock during the first quarter of 2009. As of April 19, 2009, the remaining value of shares that may be repurchased under the Company's current share repurchase program was approximately $38.9 million. Pursuant to the terms of the Company's 2005 Credit Facility, the Company is subject to a repurchase limit of approximately $27.6 million for the remainder of 2009.
Critical Accounting Policies and Significant Estimates There have been no material changes to the Company's critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in the our 2008 Form 10-K.
Contractual Obligations
The Company's material contractual obligations are summarized and included in our 2008 Form 10-K. During the quarter ended April 19, 2009, there have been no material changes outside the ordinary course of business in the contractual obligations specified in the 2008 Form 10-K. Long-Term Debt
For a discussion of our long-term debt, see Note 5 to our condensed consolidated financial statements at Part 1, Item 1 to this quarterly report. That note is hereby incorporated by reference into this Item 2.

Capital Expenditures
Our capital expenditures consist of new unit construction and development, equipment replacements, the purchase of new equipment for our company-operated restaurants, rebuilding of damaged restaurants, and investments in information technology hardware and software. Substantially all of our capital expenditures have been financed using cash provided from operating activities and borrowings under our 2005 Credit Facility.
During the sixteen week period ended April 19, 2009, we invested approximately $0.2 million in various capital projects, including approximately $0.1 million in new restaurant site modeling software and approximately $0.1 million in other capital assets to maintain, replace and extend the lives of company-operated restaurant facilities and equipment.
During the sixteen week period ended April 20, 2008, we invested approximately $0.7 million in various capital projects, including approximately $0.2 million in new restaurant locations, and approximately $0.5 million in other capital assets to maintain, replace and extend the lives of company-operated restaurant facilities and equipment.
Impact of Inflation
The impact of inflation on the cost of food, labor, fuel and energy costs, and other commodities has increased our operating expenses. To the extent permitted by the competitive environment in which we operate, increased costs are partially recovered through menu price increases coupled with purchasing prices and productivity improvements.
Recently Adopted Accounting Pronouncements For a discussion of recently adopted accounting pronouncements, see Note 2 to our condensed consolidated financial statements at Part 1, Item 1 to this quarterly report.
Accounting Pronouncements That We Have Not Yet Adopted For a discussion of recently issued accounting pronouncements that we have not yet adopted, see Note 2 to our condensed consolidated financial statements at Part 1, Item 1 to this quarterly report. Forward-Looking Statements
This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. These forward-looking statements are subject to a number of risks and uncertainties. Examples of such statements in this quarterly report on Form 10-Q include discussions regarding the Company's strategic plan including the re-franchising of company-operated restaurants, projections and expectations regarding same-store sales for fiscal 2009 and beyond, the Company's ability to improve restaurant level margins, guidance for new openings and restaurant closures, and the Company's anticipated 2009 performance including projections regarding general and administrative expenses, net earnings per diluted share and similar statements of belief or expectations regarding future events. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: competition from other restaurant concepts and food retailers, the loss of franchisees and other business partners, labor shortages or increased labor costs, increased costs of our principal food products, changes in consumer preferences and demographic trends, as well as concerns about health or food quality, instances of avian flu or other food-borne illnesses, disruptions in the financial markets, general economic conditions, the loss of senior management and the inability to attract and retain additional qualified management personnel, limitations on our business under our 2005 Credit Facility, our ability to comply with the . . .