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ptlo-20221108

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 8, 2022

https://cdn.kscope.io/7bce8e72e10d4533ab24daa15c2f0734-ptlo-20221108_g1.jpg

PORTILLO'S INC.

(Exact name of registrant as specified in its charter)


Delaware	001-40951	87-1104304
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2001 Spring Road, Suite 400, Oak Brook, Illinois 60523
(Address of principal executive offices)

(630)-954-3773

(Registrant’s telephone number, including area code)


N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	PTLO	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

Portillo’s Inc., a Delaware corporation (the “Corporation”), will be holding its inaugural Investor Day on November 8, 2022 in New York City (“Investor Day”). A copy of the presentation to be used during the Investor Day is attached to this Current Report on Form 8-K as Exhibit 99.1 and is also available on the Corporation’s website at http://investors.portillos.com.

The information contained in this Item 7.01, including the related information set forth in the presentation attached hereto as Exhibit 99.1 and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Cautionary Note Regarding Forward-Looking Statements

This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "commit," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future

conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and

changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the

forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements

include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

•the potential future impact of COVID-19 (including any variant) on our results of operations, supply chain or liquidity;

•risks related to or arising from our organizational structure;

•risks of food-borne illness and food safety and other health concerns about our food;

•risks associated with our reliance on certain information technology systems and potential failures or interruptions;

•privacy and cyber security risks related to our digital ordering and payment platforms for our delivery business;

•the impact of competition, including from our competitors in the restaurant industry or our own restaurants;

•the impact of labor shortages, the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees;

•the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, costs or ability to open new restaurants, or sale of food and alcoholic beverage control regulations;

•our ability to achieve our growth strategy, such as the availability of suitable new restaurant sites in existing and new markets;

•risks relating to changes in economic conditions, including a possible recession and resulting changes in consumer preferences;

•inflation of all commodity prices, including increases in food and other operating costs, tariffs and import taxes, and supply shortages; and

•other risks identified in our filings with the Securities and Exchange Commission (the “SEC’).

All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in the Company’s Form 10-K for the fiscal year ended December 26, 2021, filed with the SEC on March 10, 2022, and subsequent filings with the SEC. All of the Company’s SEC filings are available on the SEC’s website at www.sec.gov. The forward-looking statements included in this presentation are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Investor Day Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


		Portillo's Inc.
		(Registrant)

Date: November 8, 2022	By:	/s/ Michelle Hook
		Michelle Hook
		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

ptloid_presentationxfina

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1322 Italian Beef Sides/Fries Hot Dogs/Sausages Burgers Beverages/Beer Salad Pasta/Ribs/Chicken Other Sandwiches Desserts/Other

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 2022 Source: Internal data, public company filings Note: Noodles & Co includes company owned restaurants; Potbelly figures approximate from text disclosures; Shake Shack figures reflect domestic-company operated units; Chipotle figures adjusted to remove delivery premiums

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 2122 Source: Internal data, public company filings Note: Noodles & Co includes company owned restaurants; Potbelly figures approximate from text disclosures; Shake Shack figures reflect domestic-company operated units; Chipotle figures adjusted to remove delivery premiums; Portillo’s AUV includes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity and represent AUVs for the twelve months ended September 25, 2022 and September 26, 2021, respectively.

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 4322 Note: Restaurant count as of December 31 of each year except for 2022. 2022 restaurant count as of September 25, 2022. Includes C&O of which Portillo's owns 50% of the equity.

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 4422 3 4 1 4 1 4 2 39 6 7 Note: Restaurant count as of September 25, 2022. (1) Based on study commissioned by Portillo’s by Forum Analytics in 2020. White space potential based on U.S. population as of 2020 and not based on any specific timeframe. Our total potential restaurant count is hypothetical, inherently uncertain and subject to a wide variety of risks. Inclusion of such information is not a guarantee that such targets will be achieved and should not be considered a prediction of future results. (2) Our expected annual growth is based on current management assumptions. These assumptions are inherently uncertain and subject to a wide variety of risks. Inclusion of such information is not a guarantee that such targets will be achieved and should not be considered a prediction of future results. (3) Our new unit economic targets are hypothetical and prepared based on a number of management assumptions. Figures represent target averages of all restaurants built in a given year. While we believe these assumptions are reasonable, there can be no assurance that our new unit economic targets will be achieved by the third year of operation or at all. These assumptions are inherently uncertain and subject to a wide variety of risks. Inclusion of these targets is not a guarantee that such targets will be achieved and should not be considered a prediction of future returns.

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 7122 ~795K “ ” ~100k ~25k My hubby is waiting for the Portillo’s food truck to show up so he can have the first Portillos in Texas!” - @Bluelily17 The best hot dog and beef sandwich on the planet! Glad I got to eat at Portillo’s bus! Seriously the best hot dog in the world! - @PutterRenee

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 9722 16.6% 19.3% 18.4% 15.7% 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% 35.00% 40.00% 45.00% 50.00% $0 $20 $40 $60 $80 $100 $120 NET INCOME (LOSS) *Includes $36.1 million (pre-tax) of additional IPO transaction-related fees and expenses $69 $53 *$38.7 million (pre-tax) of additional transaction-related fees and expenses YTD 2021 $40.5 million (pre-tax) of additional transaction-related fees and expenses LTM Q3 2022 24.4% 26.8% 26.6% 23.6% 0.00% 5.00% 10.00% 15.00% 20.00% 25.00% 30.00% 35.00% 40.00% 45.00% 50.00% $0 $20 $40 $60 $80 $100 $120 $140 $160 Note: All figures as of the end of Q3 2022. (1) Same restaurant sales includes restaurants open for minimum of 24 months and excludes restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. (2) See appendix for a reconciliation to the most directly comparable financial measure stated in accordance with GAAP *$38.7 million (pre-tax) of additional transaction-related fees and expenses YTD 2021 $40.5 million (pre-tax) of additional transaction-related fees and expenses LTMQ3 2022

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 9822 24% 22% 25% 23% 18% 0% 10% 20% 30% 40% 50% 60% 70% $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 $8.0 $9.0 $10.0 0% 10% 20% 30% 40% 50% 60% 70% $8.0 $8.5 $9.0 $9.5 $10.0 $10.5

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 9922 Note: Per person average per The NPD Group as of TTM ended June 2022. (1) Includes all restaurants Q3 2022 vs Q3 2019

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 10022 Note: Peers include: Shake Shack, Chipotle, Chick-fil-A, Panera, Five Guys, McDonald’s. Menu price increases estimated from a non-exhaustive but uniform basket of goods across geographies. Price increases calculated based on prices at ending week of each quarter. Peer average is a straight average of individual calculated price increases (1)

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 10122 • New restaurants are immediately cash flow positive • High percentage of operating cash flow reinvested to build new restaurants • Restaurant maintenance capex is 10-15% of total capex on average • Over the long run, excess FCF could be used for shareholder returns

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 10422 Real Estate Strategy: Focus on great real estate ✓ Building in growth markets Building local scale Driving supply chain efficiency

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 11122 (1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term. (2) Represents an option holder payment in connection with the IPO and consulting fees related to our former owner. (3) Represents loss on disposal of property and equipment. (4) Represents the exclusion of certain expenses that management believes are not indicative of ongoing operations, consisting primarily of professional fees. (5) Represents remeasurement of the Tax Receivable Agreement liability.