0001871509-22-000038 | 10-Q | XBRL Viewer

COVER PAGE - shares	6 Months Ended
COVER PAGE - shares	Jun. 26, 2022	Jul. 26, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 26, 2022
Document Transition Report	false
Entity File Number	001-40951
Entity Registrant Name	PORTILLO'S INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1104304
Entity Address, Address Line One	2001 Spring Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	630
Local Phone Number	954-3773
Title of 12(b) Security	Class A common stock, $0.01 par value per share
Trading Symbol	PTLO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		36,218,355
Entity Central Index Key	0001871509
Amendment Flag	false
Current Fiscal Year End Date	--12-25
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Jun. 26, 2022	Dec. 26, 2021
CURRENT ASSETS:
Cash and cash equivalents and restricted cash	$ 49,730	$ 39,263
Accounts receivable	8,830	7,840
Inventory	5,639	6,078
Prepaid expenses	5,082	5,836
Total current assets	69,281	59,017
Property and equipment, net	193,813	190,834
OTHER ASSETS:
Goodwill	394,298	394,298
Trade names	223,925	223,925
Other intangible assets, net	34,263	35,832
Equity method investment	16,083	16,170
Deferred tax asset	71,949	74,455
Other assets	4,282	5,042
Total other assets	744,800	749,722
TOTAL ASSETS	1,007,894	999,573
CURRENT LIABILITIES:
Accounts payable	20,382	27,249
Current portion of long-term debt	3,324	3,324
Current deferred revenue	4,649	6,893
Accrued expenses	25,123	29,472
Total current liabilities	53,478	66,938
LONG-TERM LIABILITIES:
Long-term debt, net of current portion	315,410	315,829
Deferred rent	36,511	32,174
Tax receivable agreement liability	154,883	156,638
Other long-term liabilities	3,800	4,588
Total long-term liabilities	510,604	509,229
Total liabilities	564,082	576,167
COMMITMENTS AND CONTINGENCIES (NOTE 13)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, — issued and outstanding	0	0
Additional paid-in-capital	192,862	186,856
Accumulated deficit	(10,645)	(15,950)
Total stockholders' equity attributable to Portillo's Inc.	182,579	171,264
Non-controlling interest	261,233	252,142
Total stockholders' equity	443,812	423,406
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,007,894	999,573
Class A Common Stock
STOCKHOLDERS' EQUITY:
Common stock	$ 362	$ 358
Common stock outstanding (in shares)	36,218,355	35,807,171
Common stock issued (in shares)	36,218,355	35,807,171
Class B Common Stock
STOCKHOLDERS' EQUITY:
Common stock	$ 0	$ 0
Common stock outstanding (in shares)	35,673,321	35,673,321
Common stock issued (in shares)	35,673,321	35,673,321

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Jun. 26, 2022	Dec. 26, 2021
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock authorized (in shares)	380,000,000	380,000,000
Common stock issued (in shares)	36,218,355	35,807,171
Common stock outstanding (in shares)	36,218,355	35,807,171
Class B Common Stock
Common stock, par value (in usd per share)	$ 0.00001	$ 0.00001
Common stock authorized (in shares)	50,000,000	50,000,000
Common stock issued (in shares)	35,673,321	35,673,321
Common stock outstanding (in shares)	35,673,321	35,673,321

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Income Statement [Abstract]
REVENUES, NET	$ 150,623	$ 140,734	$ 285,105	$ 258,041
Restaurant operating expenses:
Cost of goods sold, excluding depreciation and amortization	51,774	42,156	98,040	77,180
Labor	37,906	34,482	75,219	65,512
Occupancy	7,379	7,106	15,134	13,890
Other operating expenses	15,178	13,925	30,343	28,633
Total restaurant operating expenses	112,237	97,669	218,736	185,215
General and administrative expenses	15,439	12,170	31,126	24,005
Pre-opening expenses	423	671	979	1,960
Depreciation and amortization	5,309	6,420	10,514	12,709
Net income attributable to equity method investment	(275)	(295)	(398)	(359)
Other loss (income), net	51	(362)	(105)	(803)
OPERATING INCOME	17,439	24,461	24,253	35,314
Interest expense	6,097	10,712	12,196	21,441
Tax Receivable Agreement liability adjustment	(1,754)	0	(1,754)	0
INCOME BEFORE INCOME TAXES	13,096	13,749	13,811	13,873
Income tax expense	2,340	0	2,505	0
NET INCOME	10,756	13,749	11,306	13,873
Less: Redeemable preferred units accretion	0	(5,577)	0	(11,092)
NET INCOME ATTRIBUTABLE TO COMMON UNIT HOLDERS	10,756	8,172	11,306	2,781
Net income attributable to non-controlling interests	5,645	0	6,001	0
NET INCOME ATTRIBUTABLE TO PORTILLO'S INC.	$ 5,111	$ 8,172	$ 5,305	$ 2,781
Income per common share attributable to Portillo's Inc.:
Basic (in usd per share)	$ 0.14	$ 0.16	$ 0.15	$ 0.05
Diluted (in usd per share)	$ 0.13	$ 0.16	$ 0.13	$ 0.05
Weighted-average common shares outstanding:
Basic (in shares)	35,991,079	51,200,644	35,899,125	51,196,539
Diluted (in shares)	39,687,090	51,568,909	39,839,292	51,563,292

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Member's Equity	Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-Controlling Interest
Beginning balance (in shares) at Dec. 27, 2020	100,000
Beginning balance at Dec. 27, 2020	$ 200,571
Increase (Decrease) in Temporary Equity [Roll Forward]
Redeemable preferred units accretion	$ 11,092
Ending balance (in shares) at Jun. 27, 2021	100,000
Ending balance at Jun. 27, 2021	$ 211,663
Beginning Balance at Dec. 27, 2020	140,709	$ 140,709		$ 0	$ 0	$ 0	$ 0	$ 0
Beginning balance (in shares) at Dec. 27, 2020				0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	13,873	13,873
Equity-based compensation	273	273
Repayment of subscription receivable	250	250
Issuance of common units	100	100
Redeemable preferred units accretion	(11,092)	(11,092)
Ending Balance at Jun. 27, 2021	$ 144,113	144,113		$ 0	$ 0	0	0	0
Ending balance (in shares) at Jun. 27, 2021				0	0
Beginning balance (in shares) at Mar. 28, 2021	100,000
Beginning balance at Mar. 28, 2021	$ 206,086
Increase (Decrease) in Temporary Equity [Roll Forward]
Redeemable preferred units accretion	$ 5,577
Ending balance (in shares) at Jun. 27, 2021	100,000
Ending balance at Jun. 27, 2021	$ 211,663
Beginning Balance at Mar. 28, 2021	135,673	135,673		$ 0	$ 0	0	0	0
Beginning balance (in shares) at Mar. 28, 2021				0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	13,749	13,749
Equity-based compensation	168	168
Issuance of common units	100	100
Redeemable preferred units accretion	(5,577)	(5,577)
Ending Balance at Jun. 27, 2021	$ 144,113	144,113		$ 0	$ 0	0	0	0
Ending balance (in shares) at Jun. 27, 2021				0	0
Beginning balance (in shares) at Dec. 26, 2021	0
Beginning balance at Dec. 26, 2021	$ 0
Ending balance (in shares) at Jun. 26, 2022	0
Ending balance at Jun. 26, 2022	$ 0
Beginning Balance at Dec. 26, 2021	423,406	0		$ 358	$ 0	186,856	(15,950)	252,142
Beginning balance (in shares) at Dec. 26, 2021			71,480,492	35,807,171	35,673,321
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	11,306						5,305	6,001
Equity-based compensation	7,649					3,837		3,812
Exercise of stock options (in share)				411,184
Exercise of stock options	1,451			$ 4		1,447
Non-controlling interest adjustment	0					722		(722)
Ending Balance at Jun. 26, 2022	$ 443,812	0		$ 362	$ 0	192,862	(10,645)	261,233
Ending balance (in shares) at Jun. 26, 2022			71,891,676	36,218,355	35,673,321
Ending balance (in shares) at Jun. 26, 2022	0
Ending balance at Jun. 26, 2022	$ 0
Beginning Balance at Mar. 27, 2022	427,741	0		$ 358	$ 0	188,752	(15,756)	254,387
Beginning balance (in shares) at Mar. 27, 2022				35,807,171	35,673,321
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	10,756						5,111	5,645
Equity-based compensation	3,864					1,941		1,923
Exercise of stock options (in share)				411,184
Exercise of stock options	1,451			$ 4		1,447
Non-controlling interest adjustment	0					722		(722)
Ending Balance at Jun. 26, 2022	$ 443,812	$ 0		$ 362	$ 0	$ 192,862	$ (10,645)	$ 261,233
Ending balance (in shares) at Jun. 26, 2022			71,891,676	36,218,355	35,673,321

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 11,306	$ 13,873
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,514	12,709
Amortization of debt issuance costs and discount	1,243	1,920
Loss on sales of assets	107	114
Equity-based compensation	7,649	273
Deferred rent and tenant allowance	2,112	2,083
Deferred income tax expense	2,505	0
Tax Receivable Agreement liability adjustment	(1,754)	0
Amortization of deferred lease incentives	(166)	(189)
Gift card breakage	(474)	(419)
Changes in operating assets and liabilities:
Accounts receivable	(1,089)	535
Receivables from related parties	(66)	(159)
Inventory	439	1,502
Other current assets	754	(297)
Accounts payable	(2,908)	(532)
Accrued expenses and other liabilities	(6,140)	856
Deferred lease incentives	1,251	690
Other assets and liabilities	76	(142)
NET CASH PROVIDED BY OPERATING ACTIVITIES	25,359	32,817
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(13,940)	(18,468)
Purchase of investment securities	0	(200)
Proceeds from the sale of property and equipment	30	123
NET CASH USED IN INVESTING ACTIVITIES	(13,910)	(18,545)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt	(1,662)	(1,662)
Payment of initial public offering issuance costs	(771)	0
Proceeds from stock option exercise	1,451	0
Proceeds from issuance of common units	0	100
Repayment of stock subscription receivable	0	250
NET CASH USED IN FINANCING ACTIVITIES	(982)	(1,312)
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	10,467	12,960
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD	39,263	41,432
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD	49,730	54,392
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	10,815	19,378
Income tax paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditures	333	1,259
Redeemable preferred units accretion	0	(11,092)
Deferred offering costs in accounts payable	$ 0	$ 783

DESCRIPTION OF BUSINESS	6 Months Ended
DESCRIPTION OF BUSINESS	Jun. 26, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Portillo’s Inc. (the "Company") was formed and incorporated as a Delaware corporation on June 8, 2021. The Company was formed for the purpose of completing a public offering and related reorganization transactions (collectively, the "Transactions”) in order to carry on the business of PHD Group Holdings LLC and its subsidiaries ("Portillo's OpCo"). Following the consummation of the Transactions on October 20, 2021, the Company became the sole managing member of Portillo’s OpCo, and as sole managing member, the Company operates and controls all of the business and affairs of Portillo's OpCo. As a result, the Company consolidates the financial results of Portillo's OpCo and reports a non-controlling interest representing the economic interest in Portillo's OpCo held by the other members of Portillo's OpCo (the "pre-IPO LLC Members"). Unless the context otherwise requires, references to "we," "us," "our," "Portillo's," and the "Company" refer to Portillo's Inc. and its subsidiaries, including Portillo's OpCo. The Company operates fast-casual restaurants in Illinois, Indiana, California, Arizona, Florida, Wisconsin, Minnesota, Iowa and Michigan, along with two food production commissaries in Illinois. As of June 26, 2022 and December 26, 2021, the Company had 70 and 68 restaurants in operation, respectively, excluding a restaurant owned by C&O Chicago, LLC ("C&O"), of which Portillo's owns 50% of the equity. The Company also had three non-traditional locations in operation as of June 26, 2022 and December 26, 2021. These non-traditional locations include a food truck, ghost kitchen (small kitchen with no store-front presence, used to fill online orders), and concessions. Portillo's additionally has a 50% interest in a single restaurant owned by C&O, that is referred to in Note 2. The Company’s principal corporate offices are located in Oak Brook, IL. Initial Public Offering The Company's registration statement on Form S-1, as amended (Registration No. 333-259810), related to its initial public offering ("IPO") was declared effective October 20, 2021, and the Company's Class A common stock began trading on the Nasdaq Global Select Market under the symbol "PTLO" on October 21, 2021. On October 25, 2021, the Company completed its IPO of 23,310,810 shares of the Company's Class A common stock (including 3,040,540 shares sold to the underwriters pursuant to their overallotment option), at an offering price of $20.00 per share. The Company received aggregate net proceeds of approximately $430.0 million after deducting underwriting discounts and commissions of $29.1 million and other offering expenses of approximately $7.1 million. In connection with the IPO, we completed the following: •We amended and restated the limited liability company agreement of Portillo’s OpCo ("LLC Agreement") to, among other things, convert all outstanding equity interests (except for those redeemable preferred units which were redeemed in connection with the IPO) into LLC Units. •We became the sole managing member of Portillo's OpCo. Because we manage and operate the business and control the strategic decisions and day-to-day operations of Portillo’s OpCo and because we also have a substantial financial interest in Portillo’s OpCo, we consolidated the financial results of Portillo’s OpCo, and a portion of our net income was allocated to non-controlling interests to reflect the entitlement of the pre-IPO LLC Members who retained their equity ownership in Portillo's OpCo. In addition, because Portillo’s OpCo was under the common control of the pre-IPO LLC Members before and after the Transactions, we measured the assets and liabilities of Portillo’s OpCo at their carrying amounts as of the date of the completion of the Transactions. •We amended and restated our certificate of incorporation to authorize the issuance of two classes of common stock: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of our stockholders. The Class B common stock is not entitled to economic interests in Portillo’s Inc. The net proceeds and cash on hand were used as follows: •to repay the redeemable preferred units in full (including the redemption premium) of $221.7 million; •to repay all of the borrowings outstanding under the Second Lien Credit Agreement (including prepayment penalties) of $158.1 million; and •to purchase LLC Units or shares of Class A common stock from certain pre-IPO LLC Members of $57.0 million. In connection with the IPO, the Company entered into a Tax Receivable Agreement ("TRA") with certain pre-IPO LLC Members, pursuant to which the Company will be generally obligated to pay 85% of the amount of applicable cash savings, if any, in U.S. federal, state, and local income tax that the Company actually realizes or is deemed to realize as a result of (i) our allocable share of existing tax basis in depreciable or amortizable assets relating to LLC Units acquired in the IPO, (ii) certain favorable tax attributes acquired by the Company from entities treated as corporations for U.S. tax purposes that held LLC Units prior to the Transactions (" Blocker Companies") (including net operating losses and the Blocker Companies' allocable share of existing tax basis), (iii) increases in our allocable share of then existing tax basis in depreciable or amortizable assets, and adjustments to the tax basis of the tangible and intangible assets, of Portillo’s OpCo and its subsidiaries, as a result of (x) sales or exchanges of interests in Portillo’s OpCo (including the repayment of the redeemable preferred units) in connection with the IPO and (y) future redemptions or exchanges of LLC Units by pre-IPO LLC Members for Class A common stock and (iv) certain other tax benefits related to entering into the TRA, including payments made under the TRA. We will retain the benefit of the remaining 15% of these tax savings.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 26, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 26, 2021 included in our Annual Report on Form 10-K for the fiscal year ended December 26, 2021. All intercompany balances and transactions have been eliminated in consolidation. The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements, and therefore, does not separately present a statement of comprehensive income (loss). Segment Reporting The Company owns and operates fast-casual restaurants in the United States, along with two food production commissaries in Illinois. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer ("CEO"). The CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis. The Company has one operating segment and one reportable segment. Fiscal Year We use a 52- or 53-week fiscal year ending on the Sunday prior to December 31. In a 52-week fiscal year, each quarterly period is comprised of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. Fiscal 2022 and 2021 each consist of 52 weeks. The fiscal periods presented in this report are the quarter and two quarters ended June 26, 2022 and June 27, 2021, respectively. Use of Estimates The preparation of these condensed 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 date of the financial statements, and the reported amounts of sales and expenses during the period. Actual results could differ from those estimates. Reverse Common Unit Split On October 20, 2021, the members of Portillo's OpCo executed the Second Amended and Restated Limited Liability Company Agreement for Portillo's OpCo, effecting a 7.4-for-1 reverse common unit split. All applicable unit data, per unit amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 7.4-for-1 reverse common unit split. Revenue Recognition Revenues from retail restaurants are presented net of discounts and recognized when food and beverage products are sold to the end customer. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued expenses on the Company’s consolidated balance sheet until the taxes are remitted to the appropriate taxing authorities. The Company offers delivery services to its customers. For delivery sales through Portillos.com or the Portillo's App, the Company recognizes revenue, including delivery fees, when the performance obligation is complete and the food is transferred to the customer. For delivery sales through a non-Company owned channel, such as the delivery partner’s website or app, we recognize marketplace sales, including third-party delivery menu price premiums, as revenue when the control of the food is transferred to the delivery service, excluding any delivery or service fees charged to the customer. Prior to the end of 2021, this price premium was previously recorded in Cost of goods sold, excluding depreciation and amortization. At the end of 2021, the Company began to record the difference in higher third-party delivery menu prices, versus regular menu prices, in revenue. The amount of the price premium recorded in 2021 and prior periods is not material and there is no anticipated or actual impact on operating income or net income for any period. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied. Refer to Note 3. Revenue Recognition for additional detail. Inventory The Company operates two commissaries to supply the Company's restaurants with several products and ensures product consistency and quality. The commissaries derive revenue principally from the sale and distribution of food to our distributors, who, in turn, sell the food to the restaurants. This is considered under ASC 845, Non-Monetary Transactions and the impact on the statement of operations is not material. These products are held as inventory at distributors on a short-term consignment basis. Inventories subject to these consignment arrangements are recorded on the Company’s consolidated balance sheet and totaled $0.6 million and $0.4 million as of June 26, 2022 and December 26, 2021, respectively. Equity Method Investments The Company has a 50% interest in C&O. The Company accounts for the investment and financial results in the consolidated financial statements under the equity method of accounting as the Company has significant influence but does not have control. The investment is adjusted to reflect the Company’s share of C&O’s earnings and losses to date and any distributions received. Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASC 842"), along with related clarifications and improvements. The pronouncement requires lessees to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements that is intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. The update is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company will adopt this standard for the annual period ending December 25, 2022. We expect the adoption of this standard will have a significant impact on the Company’s consolidated balance sheet as we recognize the operating lease assets and lease liabilities for our operating leases. We anticipate the adoption will have an immaterial impact on the condensed consolidated statements of operations, stockholders' equity, and cash flows. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is currently evaluating the impact of the transition from LIBOR to alternative reference rates but does not expect a significant impact on its consolidated financial statements. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its consolidated financial statements.

REVENUE RECOGNITION

6 Months Ended

Jun. 26, 2022

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION

Revenues from retail restaurants are presented net of discounts and recognized when food and beverage products are sold to the end customer. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities.

The Company offers delivery services to its customers. Delivery services are fulfilled by the Company and third-party service providers. In some cases, the Company makes delivery sales through Portillos.com or the Portillo's App ("Dispatch Sales"). In other cases, the Company makes delivery sales through a non-Company owned channel, such as the delivery partner’s website or app (“Marketplace Sales”).

With respect to Dispatch Sales, delivery may be performed by the Company or through a third-party service provider. The Company recognizes revenue, including delivery fees, when the performance obligation is complete and the food is transferred to the customer. For these sales, the Company receives payment directly from the customer at the time of sale.

With respect to Marketplace Sales, the Company recognizes revenue, including third-party menu price premiums, excluding delivery fees collected by the delivery partner, when the performance obligation is complete, and control of the food is transferred to the delivery partner. The Company receives payment subsequent to the transfer of food. The payment terms with respect to Marketplace Sales are short-term in nature and are generally paid one week in arrears.

The Company sells gift cards which do not have expiration dates. The Company records the sale of the gift card as a contract liability and recognizes revenue from gift cards when: (i) the gift card is redeemed by the customer; or (ii) in the event a gift card is not expected to be redeemed, in proportion to the pattern of rights exercised by the customer (gift card breakage). The Company has determined that 11% of gift card sales will not be redeemed and will be retained by us based on a portfolio assessment of historical data on gift card redemption patterns. Gift card breakage is recorded within revenues, net in the condensed consolidated statements of operations. The Company recognized gift card breakage of $0.2 million and $0.5 million for the quarter and two quarters ended June 26, 2022, respectively, and $0.2 million and $0.4 million for the quarter and two quarters ended June 27, 2021, respectively.

The Company’s revenue related to performance obligations not yet satisfied is revenue from gift cards sold but not yet redeemed. The gift card liability included in current deferred revenue on the consolidated balance sheets is as follows (in thousands):


	June 26, 2022		December 26, 2021
Gift card liability	$	4,518	$	6,606

Revenue recognized in the condensed consolidated statement of operations for the redemption of gift cards that were included in their respective liability balances at the beginning of the year is as follows (in thousands):


	Quarter Ended				Two Quarters Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Revenue recognized from gift card liability balance at the beginning of the year	$	830	$	771	$	2,681	$	2,459

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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+ Details

INVENTORY

6 Months Ended

Jun. 26, 2022

Inventory Disclosure [Abstract]

INVENTORY

INVENTORYInventories consisted of the following (in thousands):


	June 26, 2022		December 26, 2021
Raw materials	$	4,206	$	4,181
Work in progress	116		114
Finished goods	706		1,395
Consigned inventory	611		388
	$	5,639	$	6,078

PROPERTY & EQUIPMENT, NET

6 Months Ended

Jun. 26, 2022

Property, Plant and Equipment [Abstract]

PROPERTY & EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):


	June 26, 2022		December 26, 2021
Land improvements	$	15,686	$	15,451
Furniture, fixtures, and equipment	118,557		115,187
Leasehold improvements	147,311		138,923
Transportation equipment	2,212		2,203
Construction-in-progress	7,885		8,300
	291,651		280,064
Less accumulated depreciation	(97,838)		(89,230)
	$	193,813	$	190,834

Depreciation expense was $4.5 million and $8.9 million for the quarter and two quarters ended June 26, 2022, respectively, and $4.2 million and $8.3 million for the quarter and two quarters ended June 27, 2021, respectively, and is included in depreciation and amortization in the condensed consolidated statements of operations.

GOODWILL & INTANGIBLE ASSETS

6 Months Ended

Jun. 26, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL & INTANGIBLE ASSETS

The Company has one reporting unit for goodwill which is evaluated for impairment annually in the fourth quarter of each fiscal year.

Intangibles, net consisted of the following (in thousands):


	As of June 26, 2022

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(22,872)		33,245
Favorable rental contracts	2,991		(1,973)		1,018
	$	283,033	$	(24,845)	$	258,188

	As of December 26, 2021

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(21,427)		34,690
Favorable rental contracts	2,991		(1,849)		1,142
	$	283,033	$	(23,276)	$	259,757

Amortization expense was $0.8 million and $1.6 million for the quarter and two quarters ended June 26, 2022, respectively, and $2.2 million and $4.4 million for the quarter and two quarters ended June 27, 2021, respectively, and is included in depreciation and amortization in the condensed consolidated statements of operations.

The estimated aggregate amortization expense for the intangibles for the remainder of this year and the succeeding five years and thereafter are $1.6 million, $3.1 million, $3.1 million, $3.0 million, $2.9 million, $2.7 million, and $17.9 million, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 26, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows:

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying value of the Company's cash and cash equivalents, restricted cash, accounts receivable, accounts payable and all other current assets and liabilities approximate fair values due to the short-term nature of these financial instruments.

Other assets consist of a deferred compensation plan with related assets held in a rabbi trust.

Deferred Compensation Plan - The Company maintains a rabbi trust to fund obligations under a deferred compensation plan. Amounts in the rabbi trust are invested in mutual funds, which are designated as trading securities carried at fair value. The fair value measurement of these trading securities is considered Level 1 of the fair value hierarchy as they are measured using quoted market prices. As of June 26, 2022 and December 26, 2021, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	June 26, 2022		December 26, 2021
	Level 1			Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	1,685		$	1,482
Mutual funds	2,218			3,185
Total assets	$	3,903		$	4,667

As of June 26, 2022 and December 26, 2021, we had no Level 2 or Level 3 assets.

The mutual fund investments and deferred compensation obligations are included in other assets, accrued expenses and other long-term liabilities in the consolidated balance sheets. Changes in the fair value of securities held in the rabbi trust are recognized as trading gains and losses and included in other income in the consolidated statements of operations and offsetting increases or decreases in the deferred compensation obligation are recorded in other long-term liabilities in the consolidated balance sheets.

Refer to Note 8. Debt for additional information relating to the fair value of the Company's outstanding debt instruments.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, net, equity-method investment, goodwill and indefinite-lived intangible assets. These assets are measured at fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges recognized during the quarter or two quarters ended June 26, 2022 and June 27, 2021.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

DEBT

6 Months Ended

Jun. 26, 2022

Debt Disclosure [Abstract]

DEBT

Debt consisted of the following (in thousands):


	June 26, 2022		December 26, 2021
First Lien Term B-3 Loans	$	324,090	$	325,752
Revolving Loans	—		—

Unamortized discount and debt issuance costs	(5,356)		(6,599)
Total debt, net	318,734		319,153
Less: current portion	(3,324)		(3,324)
Long-term debt, net	$	315,410	$	315,829

First Lien

PHD Intermediate LLC (“Holdings”), Portillo’s Holdings LLC (the “Borrower”) and certain of its subsidiaries entered into the First Lien Credit Agreement ("First Lien Credit Agreement"), dated as of August 1, 2014 and as amended October 25, 2016, May 18, 2018 and December 6, 2019, with UBS AG, Stamford Branch, as the administrative agent and collateral agent, and other lenders from time to time party thereto (the “First Lien Lenders”). The First Lien Lenders extended credit in the form of (i) first lien initial term loans in an initial aggregate principal amount of $335.0 million and (ii) a revolving credit facility in an original principal amount equal to $30.0 million, including a letter of credit sub-facility with a $7.5 million sublimit (the “Revolving Facility” and the loans thereunder, the “Revolving Loans”).

On December 6, 2019, the Borrower entered a third amendment to the First Lien Credit Agreement (the “Third Amendment to First Lien Credit Agreement”) whereby the aggregate principal amount of the term loans as of the effective date of the Third Amendment to First Lien Credit Agreement was $332.4 million (the “First Lien Term B-3 Loans”), and the Revolving Facility was increased to $50.0 million. The maturity date with respect to the First Lien Term B-3 Loans was extended to September 6, 2024, and the maturity date with respect to the Revolving Loans date was extended to June 6, 2024.

In connection with the Third Amendment to First Lien Credit Agreement, the interest rates spread for the First Lien Term B-3 Loans increased by 100 basis points to 5.50% for the adjusted London interbank offered rate ("Eurocurrency Rate") loans. As of June 26, 2022 and June 27, 2021, the interest rate on the Term Loans was 6.56% and 6.50%, respectively. As of June 26, 2022 and June 27, 2021, the effective interest rate on the Term Loans was 7.38% and 7.63%, respectively. Beginning with December 31, 2019, the Company is required to pay on the last business day of each calendar quarter, March 31, June 30, September 30, and December 31, an aggregate principal amount of $0.8 million.

As of June 26, 2022 and December 26, 2021, the Company had no borrowings under the Revolver outstanding, respectively. As of both June 26, 2022 and June 27, 2021, the interest rate on the Revolver was 3.25%, subject to change based on a consolidated first lien net leverage ratio as defined in the First Lien Credit Agreement. As of both June 26, 2022 and June 27, 2021, the commitment fees, pursuant to the First Lien, to maintain the Revolver were 0.250%. Also pursuant to the First Lien Credit Agreement, as of both June 26, 2022 and June 27, 2021, letter of credit fronting fees were 0.125%. Commitment fees and letter of credit fronting fees are recorded as interest expense in the condensed consolidated statements of operations.

The Company had $5.0 million of letters of credit issued against the Revolving Facility as of both June 26, 2022 and December 26, 2021, respectively. As of June 26, 2022, the Company had $45.0 million of availability under the Revolving Facility.

Second Lien

Holdings, the Borrower and certain of its subsidiaries entered into the Second Lien Credit Agreement (the “Second Lien Credit Agreement”) dated as of August 1, 2014 and as amended on October 25, 2016 and December 6, 2019 with UBS AG, Stamford Branch, as administrative agent and collateral agent, and other lenders from time to time party thereto (the “Second Lien Lenders”). The Second Lien Lenders extended credit in the form of initial second lien term loans in an initial aggregate principal amount of $80.0 million.

On December 6, 2019, the Borrower entered into second amendment to the Second Lien Credit Agreement (the “Second Amendment to Second Lien Credit Agreement”) whereby the aggregate principal amount of the term loans as of the effective date of the Second Amendment to the Second Lien Credit Agreement was $155.0 million (the “Second Lien Term B-3 Loans”). The maturity date of the Second Lien Term B-3 Loans was extended to December 6, 2024 (the “Second Lien Maturity Date”). In addition to the increased principal amount, the interest rates spread for the Second Lien Term B-3 Loans increased by 150 basis points to 9.50% for Eurocurrency Rate loans. The Borrower determined interest on the Second Lien at the Eurocurrency Rate, plus 9.50%.

In connection with the IPO, the Company received aggregate net proceeds of approximately $430.0 million after deducting underwriting discounts and commissions and offering expenses. Net proceeds of $158.1 million were used to repay the Second Lien Term B-3 Loans in full, including a $3.1 million prepayment penalty, which was recorded as a loss on debt extinguishment during the year ended December 26, 2021 in the consolidated statement of operations.

Discount and Debt Issuance Costs

In connection with entering into the Third Amendment to First Lien Credit Agreement and the Second Amendment to Second Lien Credit Agreement, in each case, dated as of December 6, 2019, the Borrower paid debt issuance costs of $14.5 million, of which $13.3 million were capitalized and are being amortized over the term of the related debt agreements, and $1.2 million were expensed as incurred.

In connection with the repayment of the Second Lien Term B-3 Loans as described above, deferred financing costs and original issuance discount of $4.2 million were recorded as a loss on debt extinguishment during the year ended December 26, 2021 in the consolidated statement of operations.

The Company amortized $0.5 million and $0.9 million of deferred financing costs during the quarter and two quarters ended June 26, 2022, respectively, and $0.6 million and $1.1 million, respectively, during the quarter and two quarters ended June 27, 2021, which is included in interest expense in the condensed consolidated statements of operations. In addition, the Company also amortized $0.1 million and $0.3 million in original issue discount related to the long term debt during the quarter and two quarters ended June 26, 2022, respectively, and $0.4 million and $0.8 million, respectively, in the quarter and two quarters ended June 27, 2021 which is included in interest expense in the condensed consolidated statements of operations.

Total interest costs incurred were $6.1 million and $12.2 million for the quarter and two quarters ended June 26, 2022, respectively, and $10.7 million and $21.4 million for the quarter and two quarters ended June 27, 2021, respectively.

As of June 26, 2022 and December 26, 2021, the fair value of long-term debt approximates the carrying value as it is variable rate debt. The fair value measurement of this debt is considered Level 2 of the fair value hierarchy as inputs to interest are observable, unadjusted quoted prices in active markets for similar assets or liabilities.

Borrowings under the First Lien Credit Agreement are guaranteed by Holdings, the Borrower and certain of the Borrower’s subsidiaries, and Holdings, the Borrower and certain of the Borrower’s subsidiaries have pledged substantially all tangible and intangible assets as collateral, subject to certain exclusions and exceptions.

The Borrower is subject to certain financial and reporting covenants pursuant to the terms of the First Lien Credit Agreement. These covenants are customary for these types of debt agreements. As of June 26, 2022, the Company was in compliance with all covenants.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

NON-CONTROLLING INTERESTS

6 Months Ended

Jun. 26, 2022

Noncontrolling Interest [Abstract]

NON-CONTROLLING INTERESTS

In connection with the Transactions described in Note 1. Description Of Business we are the sole managing member of Portillo's OpCo, and as a result, consolidated the financial results of Portillo's OpCo. We report a non-controlling interest representing the LLC interests in Portillo's OpCo held by pre-IPO LLC Members. Changes in our ownership interest in Portillo's OpCo while we retain our controlling interest in Portillo's OpCo will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC interests in Portillo's OpCo by the pre-IPO LLC members will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

The following table summarizes the LLC interest ownership by Portillo's Inc. and pre-IPO LLC members:


	As of June 26, 2022			As of	As of December 26, 2021
	LLC Interests	Ownership %			LLC Interests	Ownership %
Portillo's Inc.	36,218,355	50.4	%		35,807,171	50.1	%
pre-IPO LLC Members	35,673,321	49.6	%		35,673,321	49.9	%
Total	71,891,676	100.0	%		71,480,492	100.0	%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) to Portillo's Inc. and the pre-IPO LLC Members. The pre-IPO LLC Members' weighted average ownership percentage for both the quarter and two quarters ended June 26, 2022 was 49.8%, respectively.

The following table summarizes the effects of changes in ownership in Portillo's OpCo on the Company’s equity (in thousands):


	Quarter Ended		Two Quarters Ended
	June 26, 2022
Net income attributable to Portillo's Inc.	$	5,111	$	5,305
Transfers to non-controlling interests:
Increase in additional paid-in capital as a result of activity under stock compensation plans	1,447		1,447
Increase in additional paid-in capital as a result of non-controlling interest adjustments	722		722
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$	7,280	$	7,474

EQUITY-BASED COMPENSATION

6 Months Ended

Jun. 26, 2022

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

Equity-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to equity-based compensation expense will be recognized at that time.

Equity-based compensation expense included in the Company’s consolidated statements of operations is as follows (in thousands):


	Quarter Ended				Two Quarters Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Labor	$	340	$	—	$	689	$	—
General and administrative expenses	3,525		168		6,960		273
Total equity-based compensation expense	$	3,865	$	168	$	7,649	$	273

Employee Stock Purchase Plan

On April 14, 2022, the Company's board of directors approved, subject to stockholder approval, the Company's 2022 Employee Stock Purchase Plan (the "ESPP"), which was approved by stockholders on June 22, 2022. Under the ESPP, up to 250,000 shares of the Company's Class A common stock will be made available for purchase by eligible employees, who are entitled to purchase shares of common stock with accumulated payroll deductions. During the quarter and two quarters ended June 26, 2022, the Company has not issued any shares under the ESPP.

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 26, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES As a result of the IPO and Transactions described in Note 1. Description Of Business we became the sole managing member of Portillo's OpCo, and as a result, began consolidating the financial results of Portillo's OpCo. Portillo's OpCo is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Portillo's OpCo is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Portillo's OpCo is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. Beginning at the time of the IPO in 2021, we are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of Portillo's OpCo subsequent to the IPO and Transactions, as well as any stand-alone income or loss generated by Portillo's Inc. Income Tax Expense The effective income tax rate for the quarter and two quarters ended June 26, 2022 was 17.9% and 18.1%. The Company’s annual effective tax rate was less than the statutory rate of 21% primarily because the Company is not liable for income taxes on the portion of OpCo’s earnings that are attributable to non-controlling interests.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

EARNINGS PER SHARE

6 Months Ended

Jun. 26, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Basic net earnings (loss) per share of Class A Common Stock is computed by dividing net income attributable to Portillo's Inc. by the weighted-average number of Class A common stock outstanding.

As described in Note 1. Description Of Business, in connection with the IPO, the Portillo's OpCo LLC Agreement was amended and restated to, among other things, (i) to authorize the issuance of two classes of common stock and (ii) convert all outstanding equity interests (except for those redeemable preferred units which were redeemed in connection with the IPO) into LLC Units. For purposes of calculating earnings per share, the prior period amounts have been retroactively adjusted to give effect to the above-mentioned amendment and resulting recapitalization. The computations of earnings per share for periods prior to our IPO do not consider the 23,310,810 shares of Class A common

stock issued to investors in our IPO.

Diluted earnings per share is computed by dividing net income (loss) attributable to Portillo's Inc. by the weighted-average number of dilutive securities, using the treasury stock method.

The computations of basic and diluted earnings per share for the quarter and two quarters ended June 26, 2022 and June 27, 2021 are as follows (in thousands):


	Quarter Ended				Two Quarters Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Net income attributable to common unit holders	$	10,756	$	8,172	$	11,306	$	2,781
Net income attributable to non-controlling interests	5,645		—		6,001		—
Net income attributable to Portillo's Inc.	$	5,111	$	8,172	$	5,305	$	2,781

Shares:
Weighted-average number of common shares outstanding-basic	35,991		51,201		35,899		51,197
Dilutive share awards	3,696		368		3,940		366
Weighted-average number of common shares outstanding-diluted	39,687		51,569		39,839		51,563

Basic net income per share	$	0.14	$	0.16	$	0.15	$	0.05
Diluted net income per share	$	0.13	$	0.16	$	0.13	$	0.05

The following shares were excluded from the calculation of diluted earnings per share because they would be anti-dilutive (in thousands):


	Quarter Ended		Two Quarters Ended
	June 26, 2022	June 27, 2021	June 26, 2022	June 27, 2021
Shares subject to performance conditions	1,794	319	1,794	319
Shares that were antidilutive	28	—	18	—
Total shares excluded from diluted income (loss) per share	1,822	319	1,812	319

CONTINGENCIES	6 Months Ended
CONTINGENCIES	Jun. 26, 2022
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIESThe Company is party to legal proceedings and potential claims arising in the normal conduct of business, including claims related to employment matters, contractual disputes, customer injuries, and property damage. Although the ultimate outcome of these claims and lawsuits cannot be predicted with certainty, management believes that the resulting liability, if any, will not have a material effect on the Company’s consolidated financial statements.

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 26, 2022

RELATED PARTY TRANSACTIONS

As of both June 26, 2022 and December 26, 2021, the related parties’ receivables consisted of a receivable balance due from C&O of $0.4 million, respectively, which is included in accounts receivable in the condensed consolidated balance sheets.

Noah Glass, a member of the Company's Board, is the founder and CEO of Olo, Inc. ("Olo"), a platform the Company uses in connection with our mobile ordering application and delivery.

The Company incurred the following Olo-related costs for the quarter and two quarters ended June 26, 2022 and June 27, 2021 (in thousands):


	Quarter Ended				Two Quarters Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Cost of goods sold, excluding depreciation and amortization	$	558	$	102	$	883	$	232
Other operating expenses	101		100		215		254
Net Olo-related costs	$	659	$	202	$	1,098	$	486

As of both June 26, 2022 and December 26, 2021, immaterial amounts were payable to Olo.

Tax Receivable Agreement

As described in Note 1. Description Of Business, we entered into a TRA with certain members of Portillo's OpCo that provides for the payment by us of 85% of the amount of tax benefits, if any, that Portillo's Inc. actually realizes or in some cases is deemed to realize as a result of certain transactions.


(in thousands)	June 26, 2022		December 26, 2021
Tax receivable agreement liability	$	154,883	$	156,638

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 26, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 26, 2021 included in our Annual Report on Form 10-K for the fiscal year ended December 26, 2021.
Consolidation	All intercompany balances and transactions have been eliminated in consolidation.
Segment Reporting	Segment Reporting The Company owns and operates fast-casual restaurants in the United States, along with two food production commissaries in Illinois. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer ("CEO"). The CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis. The Company has one operating segment and one reportable segment.
Fiscal Year	Fiscal Year We use a 52- or 53-week fiscal year ending on the Sunday prior to December 31. In a 52-week fiscal year, each quarterly period is comprised of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. Fiscal 2022 and 2021 each consist of 52 weeks. The fiscal periods presented in this report are the quarter and two quarters ended June 26, 2022 and June 27, 2021, respectively.
Use of Estimates	Use of EstimatesThe preparation of these condensed 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 date of the financial statements, and the reported amounts of sales and expenses during the period. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition Revenues from retail restaurants are presented net of discounts and recognized when food and beverage products are sold to the end customer. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued expenses on the Company’s consolidated balance sheet until the taxes are remitted to the appropriate taxing authorities. The Company offers delivery services to its customers. For delivery sales through Portillos.com or the Portillo's App, the Company recognizes revenue, including delivery fees, when the performance obligation is complete and the food is transferred to the customer. For delivery sales through a non-Company owned channel, such as the delivery partner’s website or app, we recognize marketplace sales, including third-party delivery menu price premiums, as revenue when the control of the food is transferred to the delivery service, excluding any delivery or service fees charged to the customer. Prior to the end of 2021, this price premium was previously recorded in Cost of goods sold, excluding depreciation and amortization. At the end of 2021, the Company began to record the difference in higher third-party delivery menu prices, versus regular menu prices, in revenue. The amount of the price premium recorded in 2021 and prior periods is not material and there is no anticipated or actual impact on operating income or net income for any period. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied.
Inventory	InventoryThe Company operates two commissaries to supply the Company's restaurants with several products and ensures product consistency and quality. The commissaries derive revenue principally from the sale and distribution of food to our distributors, who, in turn, sell the food to the restaurants. This is considered under ASC 845, Non-Monetary Transactions and the impact on the statement of operations is not material. These products are held as inventory at distributors on a short-term consignment basis.
Equity Method Investments	Equity Method InvestmentsThe Company has a 50% interest in C&O. The Company accounts for the investment and financial results in the consolidated financial statements under the equity method of accounting as the Company has significant influence but does not have control. The investment is adjusted to reflect the Company’s share of C&O’s earnings and losses to date and any distributions received.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASC 842"), along with related clarifications and improvements. The pronouncement requires lessees to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key information about leasing arrangements that is intended to give financial statement users the ability to assess the amount, timing, and potential uncertainty of cash flows related to leases. The update is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company will adopt this standard for the annual period ending December 25, 2022. We expect the adoption of this standard will have a significant impact on the Company’s consolidated balance sheet as we recognize the operating lease assets and lease liabilities for our operating leases. We anticipate the adoption will have an immaterial impact on the condensed consolidated statements of operations, stockholders' equity, and cash flows. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is currently evaluating the impact of the transition from LIBOR to alternative reference rates but does not expect a significant impact on its consolidated financial statements. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its consolidated financial statements.

REVENUE RECOGNITION (Tables)

6 Months Ended

Jun. 26, 2022

Revenue from Contract with Customer [Abstract]

Summary of Gift Card Liability

The gift card liability included in current deferred revenue on the consolidated balance sheets is as follows (in thousands):


	June 26, 2022		December 26, 2021
Gift card liability	$	4,518	$	6,606


	Quarter Ended				Two Quarters Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Revenue recognized from gift card liability balance at the beginning of the year	$	830	$	771	$	2,681	$	2,459

INVENTORY (Tables)

6 Months Ended

Jun. 26, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):


	June 26, 2022		December 26, 2021
Raw materials	$	4,206	$	4,181
Work in progress	116		114
Finished goods	706		1,395
Consigned inventory	611		388
	$	5,639	$	6,078

PROPERTY & EQUIPMENT, NET (Tables)

6 Months Ended

Jun. 26, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	June 26, 2022		December 26, 2021
Land improvements	$	15,686	$	15,451
Furniture, fixtures, and equipment	118,557		115,187
Leasehold improvements	147,311		138,923
Transportation equipment	2,212		2,203
Construction-in-progress	7,885		8,300
	291,651		280,064
Less accumulated depreciation	(97,838)		(89,230)
	$	193,813	$	190,834

GOODWILL & INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 26, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangibles, net

Intangibles, net consisted of the following (in thousands):


	As of June 26, 2022

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(22,872)		33,245
Favorable rental contracts	2,991		(1,973)		1,018
	$	283,033	$	(24,845)	$	258,188

	As of December 26, 2021

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(21,427)		34,690
Favorable rental contracts	2,991		(1,849)		1,142
	$	283,033	$	(23,276)	$	259,757

Schedule of Finite-Lived Intangibles, net

Intangibles, net consisted of the following (in thousands):


	As of June 26, 2022

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(22,872)		33,245
Favorable rental contracts	2,991		(1,973)		1,018
	$	283,033	$	(24,845)	$	258,188

	As of December 26, 2021

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(21,427)		34,690
Favorable rental contracts	2,991		(1,849)		1,142
	$	283,033	$	(23,276)	$	259,757

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Jun. 26, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Mutual Fund Investments and Deferred Compensation Obligations

As of June 26, 2022 and December 26, 2021, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	June 26, 2022		December 26, 2021
	Level 1			Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	1,685		$	1,482
Mutual funds	2,218			3,185
Total assets	$	3,903		$	4,667

DEBT (Tables)

6 Months Ended

Jun. 26, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Debt consisted of the following (in thousands):


	June 26, 2022		December 26, 2021
First Lien Term B-3 Loans	$	324,090	$	325,752
Revolving Loans	—		—

Unamortized discount and debt issuance costs	(5,356)		(6,599)
Total debt, net	318,734		319,153
Less: current portion	(3,324)		(3,324)
Long-term debt, net	$	315,410	$	315,829

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

NON-CONTROLLING INTERESTS (Tables)

6 Months Ended

Jun. 26, 2022

Noncontrolling Interest [Abstract]

Schedule of LLC interest Ownership by Portillo's Inc. and Pre-IPO LLC Members

The following table summarizes the LLC interest ownership by Portillo's Inc. and pre-IPO LLC members:


	As of June 26, 2022			As of	As of December 26, 2021
	LLC Interests	Ownership %			LLC Interests	Ownership %
Portillo's Inc.	36,218,355	50.4	%		35,807,171	50.1	%
pre-IPO LLC Members	35,673,321	49.6	%		35,673,321	49.9	%
Total	71,891,676	100.0	%		71,480,492	100.0	%

Summary of Effects of Changes in Ownership in Portillo's OpCo on the Company’s Equity

The following table summarizes the effects of changes in ownership in Portillo's OpCo on the Company’s equity (in thousands):


	Quarter Ended		Two Quarters Ended
	June 26, 2022
Net income attributable to Portillo's Inc.	$	5,111	$	5,305
Transfers to non-controlling interests:
Increase in additional paid-in capital as a result of activity under stock compensation plans	1,447		1,447
Increase in additional paid-in capital as a result of non-controlling interest adjustments	722		722
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$	7,280	$	7,474

EQUITY-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 26, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Equity-Based Compensation Expense

Equity-based compensation expense included in the Company’s consolidated statements of operations is as follows (in thousands):


	Quarter Ended				Two Quarters Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Labor	$	340	$	—	$	689	$	—
General and administrative expenses	3,525		168		6,960		273
Total equity-based compensation expense	$	3,865	$	168	$	7,649	$	273

EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 26, 2022

Earnings Per Share [Abstract]

Schedule of Computations of Basic and Diluted Earnings (Loss) per Share

The computations of basic and diluted earnings per share for the quarter and two quarters ended June 26, 2022 and June 27, 2021 are as follows (in thousands):


	Quarter Ended				Two Quarters Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Net income attributable to common unit holders	$	10,756	$	8,172	$	11,306	$	2,781
Net income attributable to non-controlling interests	5,645		—		6,001		—
Net income attributable to Portillo's Inc.	$	5,111	$	8,172	$	5,305	$	2,781

Shares:
Weighted-average number of common shares outstanding-basic	35,991		51,201		35,899		51,197
Dilutive share awards	3,696		368		3,940		366
Weighted-average number of common shares outstanding-diluted	39,687		51,569		39,839		51,563

Basic net income per share	$	0.14	$	0.16	$	0.15	$	0.05
Diluted net income per share	$	0.13	$	0.16	$	0.13	$	0.05

Schedule of Units Excluded from Calculation of Diluted Earnings per Share

The following shares were excluded from the calculation of diluted earnings per share because they would be anti-dilutive (in thousands):


	Quarter Ended		Two Quarters Ended
	June 26, 2022	June 27, 2021	June 26, 2022	June 27, 2021
Shares subject to performance conditions	1,794	319	1,794	319
Shares that were antidilutive	28	—	18	—
Total shares excluded from diluted income (loss) per share	1,822	319	1,812	319

RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 26, 2022

Schedule of Related Party Transactions

The Company incurred the following Olo-related costs for the quarter and two quarters ended June 26, 2022 and June 27, 2021 (in thousands):


	Quarter Ended				Two Quarters Ended
	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Cost of goods sold, excluding depreciation and amortization	$	558	$	102	$	883	$	232
Other operating expenses	101		100		215		254
Net Olo-related costs	$	659	$	202	$	1,098	$	486


(in thousands)	June 26, 2022		December 26, 2021
Tax receivable agreement liability	$	154,883	$	156,638

DESCRIPTION OF BUSINESS (Details) $ / shares in Units, $ in Thousands		6 Months Ended		12 Months Ended
	Oct. 25, 2021 USD ($) $ / shares shares	Jun. 26, 2022 USD ($) food_production_commissary restaurant vote	Jun. 27, 2021 USD ($)	Dec. 26, 2021 USD ($) restaurant
Schedule of Equity Method Investments [Line Items]
Number of food production commissaries \| food_production_commissary		2
Number of restaurants \| restaurant		70		68
Number of non-traditional locations \| restaurant		3		3
Sale of stock, price per share (in usd per share) \| $ / shares	$ 20.00
Underwriting discounts and commissions		$ 771	$ 0
Repayment of redeemable preferred units	$ 221,700
Payments of long-term debt		$ 1,662	$ 1,662
Payments for repurchase of common stock	$ 57,000
TRA obligation percent	85.00%
Tax savings retained percent	15.00%
Class A Common Stock
Schedule of Equity Method Investments [Line Items]
Number of votes per share \| vote		1
Class B Common Stock
Schedule of Equity Method Investments [Line Items]
Number of votes per share \| vote		1
Second Lien Term B-3 Loans
Schedule of Equity Method Investments [Line Items]
Payments of long-term debt				$ 158,100
IPO
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares) \| shares	23,310,810
Proceeds from sale of stock	$ 430,000
Underwriting discounts and commissions	29,100
Offering expenses	$ 7,100
Over-Allotment Option
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares) \| shares	3,040,540
C&O
Schedule of Equity Method Investments [Line Items]
Ownership percentage		50.00%		50.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions		6 Months Ended
	Oct. 20, 2021	Jun. 26, 2022 USD ($) food_production_commissary segment	Dec. 26, 2021 USD ($)
Accounting Policies [Abstract]
Number of food production commissaries \| food_production_commissary		2
Number of operating segments		1
Number of reportable segments		1
Reverse stock split, conversion ratio	0.1351
Consigned inventory \| $		$ 0.6	$ 0.4
C&O
Schedule of Equity Method Investments [Line Items]
Ownership percentage		50.00%	50.00%

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021	Dec. 26, 2021
Revenue from External Customer [Line Items]
Gift card sales that will not be redeemed, percent	11.00%		11.00%
Gift card breakage	$ 200	$ 200	$ 474	$ 419
Revenue recognized from gift card liability balance at the beginning of the year	830	$ 771	2,681	$ 2,459
Gift Card
Revenue from External Customer [Line Items]
Gift card liability	$ 4,518		$ 4,518		$ 6,606

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 26, 2022	Dec. 26, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 4,206	$ 4,181
Work in progress	116	114
Finished goods	706	1,395
Consigned inventory	611	388
Total inventory	$ 5,639	$ 6,078

PROPERTY & EQUIPMENT, NET (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021	Dec. 26, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 291,651		$ 291,651		$ 280,064
Less accumulated depreciation	(97,838)		(97,838)		(89,230)
Total property and equipment	193,813		193,813		190,834
Depreciation expense	4,500	$ 4,200	8,900	$ 8,300
Land improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	15,686		15,686		15,451
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	118,557		118,557		115,187
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	147,311		147,311		138,923
Transportation equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,212		2,212		2,203
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,885		$ 7,885		$ 8,300

GOODWILL & INTANGIBLE ASSETS - Narrative (Details) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 26, 2022 USD ($)	Jun. 27, 2021 USD ($)	Jun. 26, 2022 USD ($) reporting_unit	Jun. 27, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Number of reporting units \| reporting_unit			1
Amortization expense	$ 0.8	$ 2.2	$ 1.6	$ 4.4
Estimated aggregate amortization expense, remainder of the year	1.6		1.6
Estimated aggregate amortization expense, year one	3.1		3.1
Estimated aggregate amortization expense, year two	3.1		3.1
Estimated aggregate amortization expense, year three	3.0		3.0
Estimated aggregate amortization expense, year four	2.9		2.9
Estimated aggregate amortization expense, year five	2.7		2.7
Estimated aggregate amortization expense, thereafter	$ 17.9		$ 17.9

GOODWILL & INTANGIBLE ASSETS - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jun. 26, 2022	Dec. 26, 2021
Finite-Lived Intangible Assets [Line Items]
Trade names	$ 223,925	$ 223,925
Accumulated Amortization	(24,845)	(23,276)
Gross Carrying Amount	283,033	283,033
Net Carrying Amount	258,188	259,757
Recipes
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross	56,117	56,117
Accumulated Amortization	(22,872)	(21,427)
Intangibles subject to amortization, net	33,245	34,690
Favorable rental contracts
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross	2,991	2,991
Accumulated Amortization	(1,973)	(1,849)
Intangibles subject to amortization, net	$ 1,018	$ 1,142

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	3 Months Ended		6 Months Ended
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021	Dec. 26, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Asset impairment charges	$ 0	$ 0	$ 0	$ 0
Fair Value, Recurring \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments, fair value	3,903,000		3,903,000		$ 4,667,000
Fair Value, Recurring \| Level 1 \| Cash/money accounts
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments, fair value	1,685,000		1,685,000		1,482,000
Fair Value, Recurring \| Level 1 \| Mutual funds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments, fair value	$ 2,218,000		$ 2,218,000		$ 3,185,000

DEBT - Summary of Debt (Details) - USD ($)	Jun. 26, 2022	Dec. 26, 2021
Debt Instrument [Line Items]
Unamortized discount and debt issuance costs	$ (5,356,000)	$ (6,599,000)
Total debt, net	318,734,000	319,153,000
Less: current portion	(3,324,000)	(3,324,000)
Long-term debt, net	315,410,000	315,829,000
Revolving Loans
Debt Instrument [Line Items]
Line of credit	0	0
First Lien Term B-3 Loans
Debt Instrument [Line Items]
Long-term debt, gross	$ 324,090,000	$ 325,752,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

DEBT - Narrative (Details) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
DEBT - Narrative (Details) - USD ($)	Oct. 25, 2021	Dec. 06, 2019	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021	Dec. 26, 2021	Aug. 01, 2014
Debt Instrument [Line Items]
Payments of long-term debt					$ 1,662,000	$ 1,662,000
Debt issuance costs		$ 14,500,000
Debt issuance costs, capitalized amount		13,300,000
Debt issuance costs, amount expensed		1,200,000
Amortization of debt issuance costs			$ 500,000	$ 600,000	900,000	1,100,000
Amortization of debt discount			100,000	400,000	300,000	800,000
Interest expense			$ 6,097,000	$ 10,712,000	$ 12,196,000	$ 21,441,000
IPO
Debt Instrument [Line Items]
Proceeds from stock offering	$ 430,000,000
Revolving Loans
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity								$ 30,000,000
Interest rate at period end			3.25%	3.25%	3.25%	3.25%
Line of credit			$ 0		$ 0		$ 0
Commitment fee percentage					0.25%	0.25%
Remaining borrowing capacity			45,000,000		$ 45,000,000
Letter of Credit
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity								7,500,000
Line of credit			$ 5,000,000		$ 5,000,000		5,000,000
Fronting fee, percentage			0.125%	0.125%	0.125%	0.125%
First Lien Term B-3 Loans
Debt Instrument [Line Items]
Debt, principal amount		332,400,000
Interest rate, effective percentage			7.38%	7.63%	7.38%	7.63%
Debt instrument, periodic payment, principal					$ 800,000
First Lien Term B-3 Loans \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Increase in term loan percent			1.00%		1.00%
Debt instrument, basis spread on variable rate					5.50%
Interest rate at period end			6.56%	6.50%	6.56%	6.50%
First Lien Term B-3 Loans \| Term Loans
Debt Instrument [Line Items]
Debt, principal amount								335,000,000
First Lien Term B-3 Loans \| Revolving Loans
Debt Instrument [Line Items]
Debt, limit increase		50,000,000
Second Lien Term B-3 Loans
Debt Instrument [Line Items]
Debt, principal amount		$ 155,000,000						$ 80,000,000
Payments of long-term debt							158,100,000
Payment of long-term debt prepayment penalty							3,100,000
Loss on debt extinguishment							$ 4,200,000
Second Lien Term B-3 Loans \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Increase in term loan percent		1.50%
Debt instrument, basis spread on variable rate		9.50%

NON-CONTROLLING INTERESTS - Schedule of LLC interest Ownership by Portillo's Inc. and Pre-IPO LLC Members (Details) - shares	3 Months Ended	6 Months Ended
	Jun. 26, 2022	Jun. 26, 2022	Mar. 27, 2022	Dec. 26, 2021	Jun. 27, 2021	Mar. 28, 2021	Dec. 27, 2020
Portillo's Inc.
Noncontrolling Interest [Line Items]
Total	100.00%	100.00%		100.00%
Weighted average ownership percentage	49.80%	49.80%
LLC Interests
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	71,891,676	71,891,676		71,480,492
Portillo's Inc. \| Portillo's Inc.
Noncontrolling Interest [Line Items]
Ownership %	50.40%	50.40%		50.10%
Portillo's Inc. \| LLC Interests
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	36,218,355	36,218,355	35,807,171	35,807,171	0	0	0
pre-IPO LLC Members \| Portillo's Inc.
Noncontrolling Interest [Line Items]
Ownership %	49.60%	49.60%		49.90%
pre-IPO LLC Members \| LLC Interests
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	35,673,321	35,673,321	35,673,321	35,673,321	0	0	0

NON-CONTROLLING INTERESTS - Changes in Ownership in Portillo's OpCo on the Company’s Equity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Noncontrolling Interest [Abstract]
Net income attributable to Portillo's Inc.	$ 5,111	$ 8,172	$ 5,305	$ 2,781
Transfers to non-controlling interests:
Increase in additional paid-in capital as a result of activity under stock compensation plans	1,447		1,447
Increase in additional paid-in capital as a result of non-controlling interest adjustments	722		722
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$ 7,280		$ 7,474

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

EQUITY-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 3,865	$ 168	$ 7,649	$ 273
Labor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	340	0	689	0
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 3,525	$ 168	$ 6,960	$ 273

EQUITY-BASED COMPENSATION - Narrative (Details) - ESPP - shares	3 Months Ended	6 Months Ended
	Jun. 26, 2022	Jun. 26, 2022	Jun. 22, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)			250,000
Shares issued (in share)	0	0

INCOME TAXES - (Details)	3 Months Ended	6 Months Ended
INCOME TAXES - (Details)	Jun. 26, 2022	Jun. 26, 2022
Income Tax Disclosure [Abstract]
Annual effective tax rate	17.90%	18.10%

EARNINGS PER SHARE - Narrative (Details)	Oct. 25, 2021 shares
IPO
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares issued in transaction (in shares)	23,310,810

EARNINGS PER SHARE - Schedule of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Earnings Per Share [Abstract]
Net income attributable to common unit holders	$ 10,756	$ 8,172	$ 11,306	$ 2,781
Net income attributable to non-controlling interests	5,645	0	6,001	0
NET INCOME ATTRIBUTABLE TO PORTILLO'S INC.	$ 5,111	$ 8,172	$ 5,305	$ 2,781
Shares:
Weighted-average number of common shares outstanding-basic (in shares)	35,991,079	51,200,644	35,899,125	51,196,539
Dilutive share awards (in shares)	3,696,000	368,000	3,940,000	366,000
Weighted-average number of common shares outstanding-diluted (in shares)	39,687,090	51,568,909	39,839,292	51,563,292
Basic net income per share (in usd per share)	$ 0.14	$ 0.16	$ 0.15	$ 0.05
Diluted net income per share (in usd per share)	$ 0.13	$ 0.16	$ 0.13	$ 0.05

EARNINGS PER SHARE - Schedule of Units Excluded from Calculation of Diluted Earnings per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted income (loss) per share (in shares)	1,822	319	1,812	319
Shares subject to performance conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted income (loss) per share (in shares)	1,794	319	1,794	319
Shares that were antidilutive
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted income (loss) per share (in shares)	28	0	18	0

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Oct. 25, 2021	Jun. 26, 2022	Jun. 27, 2021	Jun. 26, 2022	Jun. 27, 2021	Dec. 26, 2021
Related Party Transaction [Line Items]
TRA obligation percent	85.00%
Tax receivable agreement liability		$ 154,883		$ 154,883		$ 156,638
Equity Method Investee \| C&O
Related Party Transaction [Line Items]
Receivables		400		400		400
Olo
Related Party Transaction [Line Items]
Net Olo-related costs		659	$ 202	1,098	$ 486
Payables		0		0		$ 0
Olo \| Cost of goods sold, excluding depreciation and amortization
Related Party Transaction [Line Items]
Net Olo-related costs		558	102	883	232
Olo \| Other operating expenses
Related Party Transaction [Line Items]
Net Olo-related costs		$ 101	$ 100	$ 215	$ 254