0001871509-23-000017 | 10-K | XBRL Viewer

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COVER PAGE - USD ($)	12 Months Ended
COVER PAGE - USD ($)	Dec. 25, 2022	Feb. 23, 2023	Jun. 24, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 25, 2022
Current Fiscal Year End Date	--12-25
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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 399,670,028
Entity Common Stock, Shares Outstanding (in shares)		48,541,285
Entity Central Index Key	0001871509
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY

Audit Information	12 Months Ended
Audit Information	Dec. 25, 2022
Audit Information [Abstract]
Auditor Name	Deloitte & Touche LLP
Auditor Location	Chicago, Illinois
Auditor Firm ID	34

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
CURRENT ASSETS:
Cash and cash equivalents and restricted cash	$ 44,427	$ 39,263
Accounts receivable	8,590	7,840
Inventory	7,387	6,078
Prepaid expenses	4,922	5,836
Total current assets	65,326	59,017
Property and equipment, net	227,036	190,834
Operating lease assets	166,808	0
Goodwill	394,298	394,298
Trade names	223,925	223,925
Other intangible assets, net	31,800	35,832
Equity method investment	16,274	16,170
Deferred tax assets	150,497	74,455
Other assets	4,119	5,042
Total other assets	820,913	749,722
Total assets	1,280,083	999,573
CURRENT LIABILITIES:
Accounts payable	30,273	27,249
Current portion of long-term debt	4,155	3,324
Current portion of Tax Receivable Agreement liability	813	0
Current deferred revenue	7,292	6,893
Short-term operating lease liability	4,849	0
Accrued expenses	29,915	29,472
Total current liabilities	77,297	66,938
LONG-TERM LIABILITIES:
Long-term debt, net of current portion	314,425	315,829
Deferred rent	0	32,174
Tax Receivable Agreement liability	252,003	156,638
Long-term operating lease liability	200,166	0
Other long-term liabilities	3,291	4,588
Total long-term liabilities	769,885	509,229
Total liabilities	847,182	576,167
COMMITMENTS AND CONTINGENCIES (NOTE 16)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, — issued and outstanding	0	0
Additional paid-in-capital	260,664	186,856
Accumulated deficit	(4,812)	(15,950)
Total stockholders' equity attributable to Portillo's Inc.	256,336	171,264
Non-controlling interest	176,565	252,142
Total stockholders' equity	432,901	423,406
Total liabilities and members' equity	1,280,083	999,573
Class A Common Stock
STOCKHOLDERS' EQUITY:
Common stock, value	484	358
Class B Common Stock
STOCKHOLDERS' EQUITY:
Common stock, value	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 25, 2022	Dec. 26, 2021
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common units authorized (in shares)	380,000,000	380,000,000
Common units issued (in shares)	48,420,723	35,807,171
Common units outstanding (in shares)	48,420,723	35,807,171
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common units authorized (in shares)	50,000,000	50,000,000
Common units issued (in shares)	23,837,162	35,673,321
Common units outstanding (in shares)	23,837,162	35,673,321

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Income Statement [Abstract]
REVENUES, NET	$ 587,104,000	$ 534,952,000	$ 455,471,000
Restaurant operating expenses:
Cost of goods sold, excluding depreciation and amortization	204,237,000	166,764,000	142,446,000
Labor	154,392,000	138,788,000	115,991,000
Occupancy	30,657,000	28,060,000	24,920,000
Other operating expenses	65,312,000	59,258,000	50,169,000
Total restaurant operating expenses	454,598,000	392,870,000	333,526,000
General and administrative expenses	66,892,000	87,089,000	39,854,000
Pre-opening expenses	4,715,000	3,565,000	2,209,000
Depreciation and amortization	20,907,000	23,312,000	24,584,000
Net income attributable to equity method investment	(1,083,000)	(797,000)	(459,000)
Other income, net	(204,000)	(1,099,000)	(1,537,000)
OPERATING INCOME	41,279,000	30,012,000	57,294,000
Interest expense	27,644,000	39,694,000	45,031,000
Tax Receivable Agreement liability adjustment	(5,345,000)	0	0
Loss on debt extinguishment	0	7,265,000	0
INCOME (LOSS) BEFORE INCOME TAXES	18,980,000	(16,947,000)	12,263,000
Income tax expense (benefit)	1,823,000	(3,531,000)	0
NET INCOME (LOSS)	17,157,000	(13,416,000)	12,263,000
Less: Redeemable preferred units accretion	0	(21,176,000)	(20,524,000)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON HOLDERS	17,157,000	(34,592,000)	(8,261,000)
Net income (loss) attributable to non-controlling interests	6,306,000	(19,408,000)	0
NET INCOME (LOSS) ATTRIBUTABLE TO PORTILLO'S INC.	$ 10,851,000	$ (15,184,000)	$ (8,261,000)
Income (loss) per common share attributable to Portillo's Inc.:
Basic (in dollars per share)	$ 0.28	$ (0.42)	$ (0.16)
Diluted (in dollars per share)	$ 0.25	$ (0.42)	$ (0.16)
Weighted-average common shares outstanding:
Basic (in shares)	38,902,259	35,807,171	51,189,017
Diluted (in shares)	42,715,977	35,807,171	51,189,017

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY - USD ($) $ in Thousands	Total	Adoption of Accounting Standards Codification 842 - Leases	Class A Common Stock	Class B Common Stock	Members' Equity	Members' Equity Adoption of Accounting Standards Codification 842 - Leases	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Deficit Adoption of Accounting Standards Codification 842 - Leases	Non-controlling interest	Non-controlling interest Adoption of Accounting Standards Codification 842 - Leases
Beginning balance (in shares) at Dec. 29, 2019	100,000
Beginning balance at Dec. 29, 2019	$ 180,047
Preferred Units
Redeemable preferred units accretion	$ 20,524
Ending balance (in shares) at Dec. 27, 2020	100,000
Ending balance at Dec. 27, 2020	$ 200,571
Beginning balance at Dec. 29, 2019	147,734				$ 147,734		$ 0	$ 0	$ 0	$ 0		$ 0
Beginning balance (in shares) at Dec. 29, 2019							0	0
Total Equity
Net income	12,263				12,263
Equity-based compensation subsequent to the Transactions	960				960
Repayment of subscription receivable	250				250
Issuance of common units	26				26
Redeemable preferred units accretion	(20,524)				(20,524)
Ending balance at Dec. 27, 2020	140,709				140,709		$ 0	$ 0	0	0		0
Ending balance (in shares) at Dec. 27, 2020							0	0
Preferred Units
Redeemable preferred units accretion	$ 21,176
Payoff of redeemable preferred units (in shares)	(100,000)
Payoff of redeemable preferred units	$ (221,747)
Ending balance (in shares) at Dec. 26, 2021	0
Ending balance at Dec. 26, 2021	$ 0
Total Equity
Net income	(13,416)
Ending balance at Dec. 26, 2021	423,406	$ 461			0	$ 0	$ 358	$ 0	186,856	(15,950)	$ 287	252,142	$ 174
Ending balance (in shares) at Dec. 26, 2021			35,807,171	35,673,321			35,807,171	35,673,321
Total Equity
Net income	17,157									10,851		6,306
Equity-based compensation subsequent to the Transactions	16,137								8,820			7,317
Activity under stock compensation plans (in shares)							777,393
Activity under equity-based compensation plans	(598)						$ 8		(606)
Redemption of LLC Interests in connection with the secondary offering (in shares)							11,836,159	(11,836,159)
Redemption of LLC Units in connection with the secondary offering	0						$ 118		(118)
Non-controlling interest adjustment	0								89,374			(89,374)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(23,662)								(23,662)
Ending balance at Dec. 25, 2022	$ 432,901				$ 0		$ 484	$ 0	$ 260,664	$ (4,812)		$ 176,565
Ending balance (in shares) at Dec. 25, 2022			48,420,723	23,837,162			48,420,723	23,837,162

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 26, 2021 USD ($)
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-02 [Member]
Payments for in-process equity financings (offering costs)	$ 6,279

- Definition

Indicates amendment to accounting standards.

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+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 17,157,000	$ (13,416,000)	$ 12,263,000
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	20,907,000	23,312,000	24,584,000
Amortization of debt issuance costs and discount	2,751,000	3,607,000	3,863,000
Loss on sales of assets	398,000	256,000	98,000
Equity-based compensation	16,137,000	29,389,000	960,000
Deferred rent and tenant allowance	0	4,120,000	3,888,000
Deferred income tax provision (benefit)	1,820,000	(3,532,000)	0
Tax Receivable Agreement liability adjustment	(5,345,000)	0	0
Amortization of deferred lease incentives	0	(388,000)	(330,000)
Gift card breakage	(798,000)	(715,000)	(700,000)
Loss on debt extinguishment	0	7,265,000	0
Changes in operating assets and liabilities:
Accounts receivables	191,000	(777,000)	(753,000)
Receivables from related parties	96,000	(152,000)	280,000
Inventory	(1,309,000)	(1,003,000)	(1,180,000)
Other current assets	914,000	(2,921,000)	(416,000)
Operating lease assets	6,793,000	0	0
Accounts payable	(3,621,000)	1,788,000	1,354,000
Accrued expenses and other liabilities	1,587,000	(4,521,000)	6,573,000
Operating lease liabilities	(2,426,000)	0	0
Deferred lease incentives	1,651,000	690,000	2,314,000
Other assets and liabilities	(14,000)	(128,000)	5,473,000
NET CASH PROVIDED BY OPERATING ACTIVITIES	56,889,000	42,874,000	58,271,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(47,061,000)	(36,183,000)	(21,452,000)
Purchase of investment securities	0	(200,000)	0
Proceeds from the sale of property and equipment	44,000	123,000	32,000
NET CASH USED IN INVESTING ACTIVITIES	(47,017,000)	(36,260,000)	(21,420,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of short-term debt	0	0	(15,000,000)
Payments of long-term debt	(3,324,000)	(158,324,000)	(13,324,000)
Proceeds from Paycheck Protection Program loan	0	0	10,000,000
Payment of long-term debt prepayment penalty	0	(3,100,000)	0
Proceeds from equity offering, net of underwriting discounts	364,956,000	437,078,000	0
Repurchase of outstanding equity / Portillo's OpCo units	(364,956,000)	(57,010,000)	0
Payment of preferred units and preferred units liquidation	0	(221,747,000)	0
Payment of initial public offering issuance costs	(771,000)	(6,279,000)	0
Proceeds from stock option exercises	1,890,000	0	0
Employee withholding taxes related to net settled equity awards	(2,632,000)	0	0
Proceeds from Employee Stock Purchase Plan purchases	129,000	0	0
Proceeds from issuance of common units	0	100,000	26,000
Repayment of stock subscription receivable	0	499,000	250,000
NET CASH USED IN FINANCING ACTIVITIES	(4,708,000)	(8,783,000)	(18,048,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	5,164,000	(2,169,000)	18,803,000
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD	39,263,000	41,432,000	22,629,000
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD	44,427,000	39,263,000	41,432,000
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	23,968,000	43,544,000	34,294,000
Income tax paid	0	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditures	9,796,000	2,195,000	5,008,000
Redeemable preferred units accretion	0	(21,176,000)	(20,524,000)
Deferred offering costs in accounts payable	0	771,000	0
Establishment of liabilities under Tax Receivable Agreement	$ 101,524,000	$ 156,638,000	$ 0

DESCRIPTION OF BUSINESS	12 Months Ended
DESCRIPTION OF BUSINESS	Dec. 25, 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 an initial public offering ("IPO") 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. We operate fast-casual restaurants in Illinois, Indiana, California, Arizona, Florida, Wisconsin, Minnesota, Iowa and Michigan, along with two food production commissaries in Illinois. As of December 25, 2022 and December 26, 2021, the Company had 71 and 68 restaurants in operation, respectively, excluding a restaurant owned by C&O Chicago, LLC ("C&O"). The Company also had two and three non-traditional locations in operation as of December 25, 2022 and December 26, 2021, respectively. These non-traditional locations include a food truck and a ghost kitchen (small kitchen with no store-front presence, used to fill online orders). Portillo's Inc., additionally has a 50% interest in a single restaurant owned by C&O, that is referred to in Note 2. Summary Of Significant Accounting Policies. There were no restaurant closings during any period presented in the financial statements. The Company’s principal corporate offices are located in Oak Brook, Illinois. Initial Public Offering The Company's registration statement on Form S-1, as amended (Registration No. 333-259810), related to its 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 series 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 shareholders. 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 any prepayment penalties) of $158.1 million; and •to purchase LLC Units and corresponding shares of Class B common stock 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, in 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 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. Secondary Offerings In the third quarter of 2022, the Company completed a secondary offering of 8,066,458 shares of the Company's Class A common stock at an offering price of $23.75 per share ("Q3 Secondary Offering"). We used all of the net proceeds from the Q3 Secondary Offering to purchase LLC Units and corresponding shares of Class B common stock from certain pre-IPO LLC Members and to repurchase shares of Class A common stock from the shareholders of the Blocker Companies at a price per LLC Unit or share of Class A common stock, as applicable, equal to the public offering price per share of Class A common stock, less the underwriting discounts and commissions. The proceeds from the Q3 Secondary Offering were used to (i) purchase 2,123,899 existing shares of Class A common stock from the shareholders of the Blocker Companies and (ii) redeem 5,942,559 LLC Units held by certain pre-IPO LLC Members. In connection with the redemption, 5,942,559 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled and the Company received 5,942,559 newly-issued LLC Units, increasing the Company's total ownership interest in Portillo's OpCo. As a result, Portillo’s did not receive any proceeds from the offering, and the total number of shares of Class A common stock and Class B common stock did not change; however, the number of outstanding shares of Class A common stock increased by the same number of the canceled shares of Class B common stock. In the fourth quarter of 2022, the Company completed a secondary offering of 8,000,000 shares of the Company's Class A common stock at an offering price of $22.69 per share ("Q4 Secondary Offering"). We used all of the net proceeds from the Q4 Secondary Offering to purchase LLC Units and corresponding shares of Class B common stock from certain pre-IPO LLC Members and to repurchase shares of Class A common stock from the shareholders of the Blocker Companies at a price per LLC Unit or share of Class A common stock, as applicable. The proceeds from the Q4 Secondary Offering were used to (i) purchase 2,106,400 existing shares of Class A common stock from the shareholders of the Blocker Companies and (ii) redeem 5,893,000 LLC Units held by the pre-IPO LLC Members. In connection with the redemption, 5,893,000 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled and the Company received 5,893,000 newly-issued LLC Units, increasing the Company's total ownership interest in Portillo's OpCo. As a result, Portillo’s did not receive any proceeds from the offering, and the total number of shares of Class A common stock and Class B common stock did not change; however, the number of outstanding shares of Class A common stock increased by the same number of the canceled shares of Class B common stock. As of December 25, 2022, the Company owned 67.0% of Portillo's OpCo and the pre-IPO LLC Members owned the remaining 33.0% of Portillo's OpCo.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 25, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiaries. 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). Fiscal Year The Company operates on a 52- or 53-week fiscal year ending on the Sunday on or 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, 2021 and 2020 each consisted of 52 weeks. The fiscal periods presented in this report are years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. Unless otherwise stated, references to years in this report relate to fiscal years. 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"). As 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. Use of Estimates The preparation of these 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 reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents and Restricted Cash Cash includes amounts that are either held in the Company’s bank accounts or represent deposits in transit. Amounts receivable from credit card processors are considered cash equivalents because they are both short in term and highly liquid in nature and are typically converted to cash within three business days of the sales transactions. Restricted cash includes amounts that are held in the Company’s bank accounts subject to minimum balance requirements for medical claim disbursements. Accounts Receivable Accounts receivable consist primarily of vendor rebates, tenant improvement receivables, and delivery receivables as well as receivables from related parties (see Note 17. Related Party Transactions). The Company evaluates the collectability of its accounts receivable based on a variety of factors, including historical experience, current and future economic and market conditions and other factors. Based on these factors, no allowance for uncollectible accounts was recorded at December 25, 2022 or December 26, 2021. Inventory Inventory, which consists mainly of food products, is valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out (FIFO) method. No other adjustment is deemed necessary to reduce inventory to lower of cost or net realizable value due to the rapid turnover and high utilization of 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 were $0.7 million and $0.4 million as of December 25, 2022 and December 26, 2021, respectively. Equity Method Investment 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. Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Depreciation and amortization are computed using the straight-line method. Except for leasehold improvements, depreciation is computed over the estimated useful life of each asset (generally ranging from three to ten years). Leasehold improvements are amortized over the shorter of the estimated lives of the asset or the lease term. The Company reviews its long-lived assets, including property and equipment, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. No impairment charge was recorded for any period presented. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an intangible asset is less than its carrying value. The Company has one reporting unit which is evaluated for impairment annually. Fair value of the reporting unit is estimated using the market approach that uses publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The Company’s indefinite-lived intangible assets consist of trade names and trade marks (collectively “trade names”). The Company estimates the fair value of its trade names using a relief-from-royalty income approach. If the fair value of the trade name is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible assets. 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. Reverse Common Unit Split On October 20, 2021, the members of Portillo's OpCo amended the LLC Agreement, 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 for the year ended December 27, 2020 have been adjusted retroactively to give effect to the 7.4-for-1 reverse common unit split. Offering Costs In connection with the IPO, Portillo's OpCo incurred certain legal, accounting, and other IPO-related costs. Such costs are recorded in stockholders’ equity as a reduction from the proceeds of the offering. As of December 26, 2021, $7.1 million of offering costs had been recorded in stockholders' equity. 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. 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, as of the end of 2021, we recognize marketplace sales, including third-party delivery menu price premiums, as revenue when 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. 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. Commitments The majority of the food products the Company purchases are subject to changes in price primarily due to the effect of supply and demand of the commodities, in particular, proteins, dairy, produce and grains. Overall pricing agreements are established in an effort to maintain a more consistent food cost without creating long-term purchase commitments. Employee Benefits The Company sponsors a 401(k) plan for all employees that are eligible based upon age and length of service. The expenses incurred for Company matching contributions to the plan were approximately $0.4 million, $0.5 million and $0.4 million for the years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. The Company offers a non-qualified deferred compensation plan to certain officers and other members of management. Under the plan, eligible employees may defer up to 80% of their annual salary and annual bonus. The Company has elected to fund its deferred compensation obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but such assets are not available for general corporate purposes. Assets held in the rabbi trust are invested in mutual funds, which are purchased and held principally for the purpose of selling them in the near term, and are classified as trading securities and carried at fair value. Equity-Based Compensation The Company has issued non-qualified stock options, performance-based stock options, restricted stock units and restricted stock awards. Equity-based compensation expense is measured based on the grant-date fair value of those awards and is recognized on a straight-line basis over the vesting period. Equity-based compensation expense is 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 is included within general and administrative expenses and labor in the consolidated statements of operations. The Company adopted an Employee Share Purchase Plan (“ESPP”) in June 2022 under which qualifying employees may be granted purchase rights to the Company’s common shares at not less than 85% of the market price on the purchase date, subject to Company discretion. The ESPP has a maximum of 250,000 shares of the Company's Class A common stock available for issuance. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions, subject to an annual maximum dollar amount. The expense incurred under the ESPP was immaterial for the year ended December 25, 2022 and is included within general and administrative expenses and labor in the consolidated statements of operations. Advertising and Marketing Expenses Advertising costs are expensed the first-time advertising takes place, while the costs of producing advertising are expensed during production and the costs of communicating advertising are expensed as services are received. Advertising and marketing expenses totaled $4.0 million, $3.1 million and $2.6 million for the years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. Advertising and marketing expenses included in other operating expenses in the consolidated statements of operations primarily relate to sponsorships, restaurant merchandising and charitable giving; and those expenses included in general and administrative expenses in the consolidated statements of operations primarily consist of branding initiatives. Leases On December 27, 2021, the Company adopted ASU 2016-02, Leases (Topic 842), along with related clarifications and improvements, using a modified retrospective approach. Results for reporting periods beginning on or after December 27, 2021 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC 840, the accounting standard then in effect. The Company currently leases land for its retail restaurants and commissaries, and office space under various long-term operating lease agreements that expire on various dates through 2068. We also lease equipment, which primarily consists of restaurant equipment and copiers. We have immaterial short-term operating leases, such as those for seasonal rentals and training spaces. We evaluate the contracts to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of ASC 842. Upon the possession of a leased asset, we determine its classification as an operating or finance lease. As of December 25, 2022, all of our leases are classified as operating leases. Operating lease assets and liabilities are recognized at the lease commencement date. We make judgments regarding the probable term for each lease, which can impact the classification and accounting for a lease as operating or financing, as well as the amount of straight-lined rent expense in a particular period. Generally, the leases for the Company's restaurant locations have an initial term of 10 years to 20 years and typically provide for renewal options in five-year increments, as well as rent escalations. Renewal options are generally recognized as part of the right-of-use assets and lease liabilities as it is reasonably certain at commencement date that we would exercise the options to extend the lease. Some of our real estate leases provide for base rent, plus if applicable additional rent based on gross sales, as defined in each lease agreement, which is considered to be variable rent. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a restaurant opens is recorded in pre-opening expenses in the consolidated statements of operations. Once a restaurant opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy on the consolidated statements of operations. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy and other operating expenses on the consolidated statements of operations and is generally considered to be variable rent. For leases with a lease term of 12 months or less ("short-term operating lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the consolidated balance sheets. Per the ASC 842 requirements, a lessee is required to use the rate implicit in the lease when readily determinable; alternatively, it would use the incremental borrowing rate in determining the present value of future lease payments. We estimate our incremental borrowing rates corresponding to the maturities of our leases. We estimate this rate based on prevailing financial market conditions, indications for the Company's credit rating, and other benchmarks related to the Company's outstanding secured borrowings. We expend cash for leasehold improvements to build out our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, the tenant improvement allowances are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset. Pre-Opening Expenses Pre-opening expenses consist primarily of wages, occupancy expenses, which represent rent expense recognized during the period between the date of possession of the restaurant facility and the restaurant opening date, travel for the opening team, food, beverage, and the initial stocking of operating supplies. These are expensed as incurred prior to the restaurant opening for business. Income and Other Taxes We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, prudent and feasible tax planning strategies and recent and expected future results of operations. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we use to manage our business. Actual operating results in future years could differ from our current assumptions, judgments and estimates, which could have a material impact on the amount of deferred tax assets we ultimately realize. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act') was signed into law. The CARES Act intended to provide economic relief to those impacted by the COVID-19 pandemic. The CARES Act also allowed eligible employers to defer the remittance of employer federal payroll taxes otherwise payable during calendar year 2020 and remit half of such deferred amounts on or before December 31, 2021 and half on or before December 31, 2022. The Company deferred approximately $5.4 million of federal payroll tax remittances under this provision as of December 27, 2020, of which $2.7 million was paid during the year ended December 26, 2021 and the remaining deferred balance of $2.7 million was paid during the year ended December 25, 2022. The CARES Act provides refundable employee retention credits, which can be used to offset federal payroll tax liabilities. For the year ended December 27, 2020, the Company recorded a benefit of $0.3 million, which is included in other income in the consolidated statement of operations. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the weighted-average number of shares outstanding. Diluted earnings (loss) per share adjusts the basic earnings (loss) per unit attributable to shareholders and the weighted-average number of units of shares outstanding for the potential dilutive impact of shares, using the treasury-stock method. Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common units would have an anti-dilutive effect. Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. FASB has extended the sunset date to December 31, 2024. The Company does not believe the impact of the transition from LIBOR to alternative reference rates is material to its consolidated financial statements. See Note 18. Subsequent Events for discussion of the New Credit Agreement, effective February 2, 2023. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASC 842"), along with related clarifications and improvements. The pronouncement requires lessees to recognize a 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 adopted this standard effective December 27, 2021, electing the modified retrospective approach to apply the standard as of the transition date. As a result, we did not apply the standard to the comparative periods presented. We have elected the transition package of three practical expedients permitted under the new standard, which eliminates the requirement to reassess the conclusions about historical lease identifications, lease classifications, and initial direct costs. We did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease terms and impairments of right-of-use assets. We elected to apply the practical expedient of combining lease and non-lease components. Additionally, we elected to utilize the short-term lease exception policy, which allows us to not apply the recognition requirements of this standard to leases with a term of 12 months or less. The adoption of this standard had a significant impact on the Company’s consolidated balance sheet as we recognized the right-of-use asset and lease liabilities for our operating leases. The adoption had an immaterial impact on the consolidated statement of income, cash flows and overall liquidity. See Note 10. Leases for additional information. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which amends the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. The Company adopted this standard effective December 28, 2020. The adoption of this new standard did not have a material effect on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which clarifies the accounting for implementation costs in cloud computing arrangements that is a service contract. The Company adopted this standard effective December 28, 2020. Subsequent to the adoption of ASU 2018-15, the Company capitalized such costs within other current assets or other assets on its consolidated balance sheets. The Company amortizes the implementation costs once the system is ready for its intended use, on a straight-line basis, over the term of the related service agreements, including all reasonably certain renewals. The amortization expense related to cloud computing arrangements that are service contracts are recorded within general and administrative expenses or other operating expenses on the Company's consolidated statements of operations. The adoption of this new standard did not have a material effect on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), which modifies certain technical guidelines for accounting for income taxes. ASU 2019-12 is effective for reporting periods beginning after December 15, 2022, and early adoption is permitted. The Company adopted the new standard as of December 28, 2020. The adoption of this new standard did not have a material effect on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), an amendment that simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The amendment simplifies accounting for convertible instruments by removing major separation models required under current accounting guidance. In addition, the amendment removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception, and also simplifies the diluted earnings per share calculation in certain areas. The amendment is effective beginning after December 15, 2023, and early adoption is permitted. The Company adopted the new standard as of December 28, 2020. The adoption of this new standard did not have a material effect on our 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

12 Months Ended

Dec. 25, 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 or service 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 the 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 consolidated statements of operations. The Company recognized gift card breakage of $0.8 million in the year ended December 25, 2022 and $0.7 million in each of the years ended December 26, 2021 and December 27, 2020, 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 is included in current deferred revenue on the consolidated balance sheets as follows (in thousands):


	December 25, 2022		December 26, 2021
Gift card liability	$	6,988	$	6,606

Revenue recognized in the consolidated statements 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):


	Fiscal Years Ended
		December 25, 2022		December 26, 2021		December 27, 2020
Revenue recognized from gift card liability balance at the beginning of the year		$	3,598	$	3,279	$	3,197

- 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
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

INVENTORIES

12 Months Ended

Dec. 25, 2022

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIESInventories consisted of the following (in thousands):


	December 25, 2022		December 26, 2021
Raw materials	$	5,722	$	4,181
Work in progress	104		114
Finished goods	876		1,395
Consigned inventory	685		388
	$	7,387	$	6,078

PROPERTY & EQUIPMENT, NET

12 Months Ended

Dec. 25, 2022

Property, Plant and Equipment [Abstract]

PROPERTY & EQUIPMENT, NET

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


	December 25, 2022		December 26, 2021
Land improvements	$	16,369	$	15,451
Furniture, fixtures, and equipment	126,130		115,187
Leasehold improvements	153,341		138,923
Transportation equipment	2,281		2,203
Construction-in-progress	35,386		8,300
	333,507		280,064
Less: accumulated depreciation	(106,471)		(89,230)
	$	227,036	$	190,834

Depreciation expense was $18.0 million, $16.9 million, and $15.8 million for the years ended December 25, 2022, December 26, 2021 and December 27, 2020 respectively, and was included in depreciation and amortization in the consolidated statements of operations.

GOODWILL & INTANGIBLE ASSETS

12 Months Ended

Dec. 25, 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. The Company used the market approach to test goodwill. The market approach utilized publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit.

For indefinite-lived intangibles, the relief-from-royalty method estimates the fair value of an intangible asset based on what a third party would pay for the right to use that asset. The most significant assumptions utilized in the relief-from-royalty method are projected revenues and the royalty rate.

No impairment charges were recognized for goodwill or indefinite-lived intangible assets for the years ended December 25, 2022, December 26, 2021 and December 27, 2020.

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


	As of December 25, 2022

	Gross Carrying Amount		Accumulated Amortization		ASC 842 Adjustment		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(24,317)		—		31,800
Covenants not-to-compete	40,799		(40,799)		—		—
Favorable rental contracts	2,991		(1,849)		(1,142)		—
	$	323,832	$	(66,965)	$	(1,142)	$	255,725


	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
Covenants not-to-compete	40,799		(40,799)		—
Favorable rental contracts	2,991		(1,849)		1,142
	$	323,832	$	(64,075)	$	259,757

Approximately $1.1 million of net favorable rental contract intangible assets were reclassified to operating lease assets in the consolidated balance sheet in accordance with ASC 842 upon transition at December 27, 2021.

Amortization expense was $2.9 million, $6.4 million, and $8.8 million for the years ended December 25, 2022, December 26, 2021 and December 27, 2020 respectively, and was included in depreciation and amortization in the consolidated statements of operations.

The estimated aggregate amortization expense related to intangible assets held at December 25, 2022 for the next five years and thereafter is as follows (in thousands):


	Estimated Amortization
2023	$	2,889
2024	2,813
2025	2,707
2026	2,707
2027	2,707
2028 and thereafter	17,977
	$	31,800

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 25, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carrying value of the Company's cash and cash equivalents and 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 December 25, 2022 and December 26, 2021, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	December 25, 2022		December 26, 2021
	Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	1,470	$	1,482
Mutual Funds	2,241		3,185
Total assets	$	3,711	$	4,667

As of December 25, 2022 and December 26, 2021 we had no Level 2 or Level 3 assets.

The deferred compensation investments and 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 9. 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, operating lease assets, 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 years ended December 25, 2022, December 26, 2021 and December 27, 2020.

- 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

SUPPLEMENTAL BALANCE SHEET INFORMATION

12 Months Ended

Dec. 25, 2022

Balance Sheet Related Disclosures [Abstract]

SUPPLEMENTAL BALANCE SHEET INFORMATION

Prepaid expenses consisted of the following (in thousands):


	December 25, 2022		December 26, 2021
Prepaid insurance	$	1,969	$	2,869
Prepaid occupancy	504		494
Other prepaid expenses	2,449		2,473
	$	4,922	$	5,836

Accrued expenses consisted of the following (in thousands):


	December 25, 2022		December 26, 2021
Salaries, wages, and other compensation	$	16,699	$	18,065
Rent and real estate taxes	5,738		5,111
Insurance	2,866		2,572
Interest	2,262		1,597
Sales tax	1,956		1,970
Other accrued expenses	394		157
	$	29,915	$	29,472

DEBT

12 Months Ended

Dec. 25, 2022

Debt Disclosure [Abstract]

DEBT

Debt consisted of the following (in thousands):


	December 25, 2022		December 26, 2021
First Lien Term B-3 Loans	$	322,428	$	325,752
Revolving Loans	—		—

Unamortized discount and debt issuance costs	(3,848)		(6,599)
Total debt, net	318,580		319,153
Less: current portion	(4,155)		(3,324)
Long-term debt, net	$	314,425	$	315,829

First Lien

The Company, through its wholly-owned subsidiaries, PHD Intermediate LLC (“Holdings”), Portillo’s Holdings LLC (the “Borrower”) and certain other 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 by $50 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 December 25, 2022, December 26, 2021, and December 27, 2020 the interest rate on the First Lien Term B-3 Loans was 9.57%, 6.50%, and 6.50%, 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 December 25, 2022 and December 26, 2021, the Company had no borrowings under the Revolving Facility. As of December 25, 2022, December 26, 2021 and December 27, 2020, the interest rate on the Revolving Facility 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 December 25, 2022, December 26, 2021 and December 27, 2020, the commitment fees, pursuant to the First Lien, to maintain the Revolving Facility were 0.250%. Also pursuant to the First Lien Credit Agreement, as of December 25, 2022, December 26, 2021 and December 27, 2020, letter of credit fronting fees were 0.125%, respectively. Commitment fees and letter of credit fronting fees were recorded as interest expense in the consolidated statements of operations.

As of December 25, 2022, December 26, 2021, and December 27, 2020, the effective interest rate was 10.39%, 7.63%, and 7.38%, respectively.

The Company had $4.2 million of letters of credit issued against the Revolving Facility as of December 25, 2022 and December 26, 2021. As of December 25, 2022, the Company had $45.8 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. 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.

Maturities of long-term debt

Principal payments on long-term debt (excluding the Revolving Facility) outstanding at December 25, 2022 for each year through maturity are as follows (in thousands):


2023	$	4,155
2024	318,273


	$	322,428

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 $2.0 million, $2.1 million and $2.2 million of deferred financing costs, respectively, during each of the years ended December 25, 2022, December 26, 2021 and December 27, 2020, which was included in interest expense in the consolidated statements of operations. In addition, the Company also amortized $0.8 million, $1.5 million and $1.6 million in original issue discount related to the long-term debt, respectively, during each of the years ended December 25, 2022, December 26, 2021 and December 27, 2020 which was included in interest expense in the consolidated statements of operations.

Total interest costs incurred were $27.6 million, $39.7 million and $45.0 million for the years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. Total loss on debt extinguishment was $7.3 million for the year ended December 26, 2021. There was no such loss for the years ended December 25, 2022 and December 27, 2020.

As of December 25, 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 December 25, 2022, the Company was in compliance with all covenants.

See Note 18. Subsequent Events for a description of a new credit agreement and the repayment of borrowings under the First Lien Credit Agreement.

- 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.

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+ Details

LEASES

12 Months Ended

Dec. 25, 2022

Leases [Abstract]

LEASES

On December 27, 2021, the Company adopted ASU 2016-02, Leases (Topic 842), along with related clarifications and improvements, using a modified retrospective approach. Results for reporting periods beginning on or after December 27, 2021 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC 840, the accounting standard then in effect.

Upon transition, on December 27, 2021, we recorded the following increases (decreases) to the respective line items on the consolidated balance sheet, including a net increase to opening stockholders' equity, due to the cumulative impact of adopting ASC 842 (in thousands):


	Adjustment as of December 27, 2021
Operating lease assets	$	162,810
Intangible assets, net	(1,142)
Short-term operating lease liability	4,405
Deferred rent	(32,174)
Long-term operating lease liability	189,682
Other long-term liabilities	(461)
Stockholders' equity1	461

1 The unamortized balance of a deferred gain associated with sale leaseback transactions totaling approximately $0.5 million was written-off to stockholders' equity on the date of transition.

A summary of operating lease right-of-use assets and liabilities is as follows (in thousands):


Operating leases	Classification	December 25, 2022
Right-of-use assets	Operating lease assets	$	166,808
		166,808

Current lease liabilities	Short-term operating lease liability	4,849
Non-current lease liabilities	Long-term operating lease liability	200,166
		$	205,015

The components of lease expense were as follows (in thousands):


		Fiscal Year Ended
Operating leases	Classification	December 25, 2022
Operating lease cost	Occupancy Other operating expenses General and administrative expenses Pre-opening expenses	$	25,735
Short-term operating lease cost	Occupancy Other operating expenses	698
Variable lease cost	Occupancy Other operating expenses General and administrative expenses	3,604
		$	30,037

A summary of lease terms and discount rates for operating leases is as follows:


Operating leases	December 25, 2022
Weighted-average remaining lease term (years):	25.0
Weighted-average discount rate:	9.8	%

Supplemental cash flow information related to leases is as follows (in thousands):


	Fiscal Year Ended
	December 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	10,682

As of December 25, 2022, the maturity analysis of the lease liabilities consisted of the following (in thousands):


Year Ending	Operating Leases
2023	$	22,914
2024	22,837
2025	22,893
2026	22,971
2027	22,222
Thereafter	516,959
Total lease payments	630,796
Less: imputed interest	(425,781)
Total operating lease liabilities	$	205,015

As of December 25, 2022, operating lease payments include $347.9 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $11.8 million of legally binding minimum payments for leases signed but not yet commenced.

Below are disclosures in accordance with the prior guidance, ASC 840, disclosed previously in our Annual Report on Form 10-K for the fiscal years ended December 26, 2021 and December 27, 2020.

A summary of rent expense under ASC 840 for operating lease agreements were as follows (in thousands):


	Fiscal Years Ended
	December 26, 2021		December 27, 2020
Minimum rentals	$	22,363	$	19,787
Contingent rentals	679		486
Total rental expense	$	23,042	$	20,273

Future minimum rental payments for our operating leases under ASC 840 for each of the next five years and in total were as follows as of December 26, 2021 (in thousands):


Year Ending	Minimum Amount
2022	$	20,298
2023	20,784
2024	21,099
2025	20,969
2026	21,254
Thereafter	508,217
Total minimum rental payments	$	612,621

The above future minimum rental amounts exclude the amortization of deferred lease incentives, renewal options that are not reasonably assured of renewal, and contingent rent. The Company generally has escalating rents over the term of the leases and records rent expense on a straight-line basis.

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 25, 2022
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDER'S EQUITY Amended and Restated Certificate of Incorporation In connection with the IPO, we amended and restated our certificate of incorporation to, among other things, provide for the (i) authorization of 380,000,000 shares of Class A common stock, par value $0.01 per share; (ii) authorization of 50,000,000 shares of Class B common stock, par value $0.00001; (iii) authorization of 10,000,000 shares of preferred stock, par value $0.01 per share; and (iv) provides that our Board will be elected annually to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified. Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which shareholders are entitled to vote generally, including the election or removal of directors. Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our Board out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Each share of Class B common stock will entitle its holder to one vote per share on all matters submitted to a vote of our shareholders. The Class B common stock is not entitled to economic interests in Portillo’s Inc. Holders of our Class B common stock do not have any right to receive dividends. Amended and Restated LLC Agreement As described in Note 1. Description Of Business, we amended and restated the LLC agreement of Portillo’s OpCo to, among other things, convert all outstanding equity interests into LLC Units. The LLC Agreement also provides that holders of LLC Units may, from time to time, redeem all or a portion of their LLC Units for newly-issued shares of Class A common stock on a one-for-one basis. Upon receipt of a redemption request, we may, instead, elect to effect a direct exchange of LLC Units directly with the holder. In connection with any redemption or exchange, we will receive a corresponding number of LLC Units, increasing our total ownership interest. Additionally, an equivalent number of shares of Class B common stock will be surrendered and canceled. The LLC Agreement also requires that Portillo's OpCo, at all times, maintain (i) a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Units owned by us and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the pre-IPO LLC Members and the number of LLC Units owned by the pre-IPO LLC Members. Initial Public Offering As described in Note 1. Description Of Business, on October 25, 2021, we completed an 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 our IPO, we issued 12,496,361 shares of Class A common stock to pre-IPO LLC Members and 35,673,321 shares of Class B common stock to pre-IPO LLC Members. Redemption of LLC Units in connection with Secondary Offerings As described in Note 1. Description Of Business, in the third quarter of 2022, the Company completed the Q3 Secondary Offering of 8,066,458 shares of the Company's Class A common stock at an offering price of $23.75 per share. We used all of the net proceeds from the Q3 Secondary Offering to purchase LLC Units and corresponding shares of Class B common stock from certain pre-IPO LLC Members and to repurchase shares of Class A common stock from the shareholders of the Blocker Companies at a price per LLC Unit or share of Class A common stock, as applicable, equal to the public offering price per share of Class A common stock, less the underwriting discounts and commissions. The proceeds from the Q3 Secondary Offering were used to (i) purchase 2,123,899 existing shares of Class A common stock from the shareholders of the Blocker Companies and (ii) redeem 5,942,559 LLC Units held certain pre-IPO LLC Members. In connection with the redemption, 5,942,559 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled and the Company received 5,942,559 newly-issued LLC Units, increasing the Company's total ownership interest in Portillo's OpCo. As a result, Portillo's did not receive any proceeds from the offering, and the total number of shares of Class A common stock and Class B common stock did not change; however, the number of outstanding shares of Class A common stock increased by the same number of the canceled shares of Class B common stock. In the fourth quarter of 2022, the Company completed the Q4 Secondary Offering of 8,000,000 shares of the Company's Class A common stock at an offering price of $22.69 per share ("Q4 Secondary Offering"). We used all of the net proceeds from the Q4 Secondary Offering to purchase LLC Units and corresponding shares of Class B common stock from certain pre-IPO LLC Members and to repurchase shares of Class A common stock from the shareholders of the Blocker Companies at a price per LLC Unit or share of Class A common stock, as applicable. The proceeds from the Q4 Secondary Offering were used to (i) purchase 2,106,400 existing shares of Class A common stock from the shareholders of the Blocker Companies and (ii) redeem 5,893,000 LLC Units held by the pre-IPO LLC Members. In connection with the redemption, 5,893,000 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled and the Company received 5,893,000 newly-issued LLC Units, increasing the Company's total ownership interest in Portillo's OpCo. As a result, Portillo's did not receive any proceeds from the offering, and the total number of shares of Class A common stock and Class B common stock did not change; however, the number of outstanding shares of Class A common stock increased by the same number of the canceled shares of Class B common stock. As of December 25, 2022, the Company owned 67.0% of Portillo's OpCo and the pre-IPO LLC Members owned the remaining 33.0% of Portillo's OpCo. As of December 25, 2022, shareholders of the Blocker Companies and pre-IPO LLC Members owned 8,266,062 shares of Class A common stock and 23,837,162 shares of Class B common stock, respectively. Equity-Based Compensation Plan Activity We received an aggregate of 777,393 LLC Units in connection with the activity under our equity-based compensation plans during December 25, 2022, related to the exercise of stock options, vested restricted stock awards and restricted stock units, and employee stock purchase plan purchases. See Note 13. Equity-Based Compensation.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

NON-CONTROLLING INTERESTS

12 Months Ended

Dec. 25, 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 Units 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 Units 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.

In the third and fourth quarters of 2022, in connection with the secondary offerings described in Note 1. Description Of Business, 5,942,559 and 5,893,000 LLC Units, respectively, were redeemed by the pre-IPO LLC Members for newly-issued shares of Class A common stock and we received 5,942,559 and 5,893,000, respectively, newly-issued LLC Units, increasing our total ownership interest in Portillo's OpCo.

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


	December 25, 2022			December 26, 2021
	LLC Units	Ownership %		LLC Units	Ownership %
Portillo's Inc.	48,420,723	67.0	%	35,807,171	50.1	%
pre-IPO LLC Members	23,837,162	33.0	%	35,673,321	49.9	%
Total	72,257,885	100.0	%	71,480,492	100.0	%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net income to Portillo's Inc. and the pre-IPO LLC Members. The pre-IPO LLC Members' weighted average ownership percentage for the fiscal year ended December 25, 2022 was 45.8%.

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


	Fiscal Year Ended
	December 25, 2022
Net income attributable to Portillo's Inc.	$	10,851

Activity under equity-based compensation plans	(606)
Non-controlling interest adjustments, including the secondary offerings	89,374
Redemption of LLC Units in connection with the secondary offerings	(118)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(23,662)
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$	75,839

EQUITY-BASED COMPENSATION

12 Months Ended

Dec. 25, 2022

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

2021 Equity Incentive Plan

In connection with the IPO, the Company adopted the 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan is administered and interpreted by the Company's Board, including the authority to select persons to participate in the 2021 Plan, determine the form and substance of awards under the 2021 Plan, determine the conditions and restrictions, if any, subject to which such awards will be made, modify the terms of awards, accelerate the vesting of awards, and make determinations regarding a participant’s termination of employment or service for purposes of an award. The types of awards available under the 2021 Plan include stock options (both incentive and non-qualified), stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), restricted stock units ("RSUs"), and stock-based awards. Employees, officers, non-employee directors or any natural person who is a consultant or other personal service provider to the Company or any of its subsidiaries or affiliates are eligible to participate in the 2021 Plan. All awards granted to participants under the 2021 Plan will be represented by an award agreement. Approximately 7.1 million shares of Class A common stock are available for awards.

Restricted Stock Units

An RSU granted under the 2021 Plan will give the participant a right to receive, upon vesting and settlement of the RSUs, one share per vested unit or an amount per vested unit equal to the fair market value of one share as of the date of determination. Outstanding time-based RSUs generally vest equally over periods ranging from one to three years on each of the anniversaries of the date of grant subject to continued service on such date.

Activity for the Company's RSUs was as follows:


	Restricted Stock Units (in thousands)	Weighted-average grant date fair value per share
Non-vested, December 26, 2021	883	$	20.00
Granted	75	24.08
Vested	(277)	20.04
Forfeited	(71)	20.01
Non-vested, December 25, 2022	610	$	20.48

As of December 25, 2022, there was $10.3 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to vest over a weighted-average period of 1.9 years.

Restricted Stock Awards

On December 23, 2022, the Company granted 57,870 restricted stock awards (“RSAs”) to certain of its executive officers in recognition of their work and accomplishments in 2022. The RSAs vested immediately upon grant with certain transfer restrictions. RSAs surrendered to fulfill withholding tax obligations were not subject to any transfer restrictions, and 50% of the balance of the underlying shares were subject to a one-year holding requirement, and the other 50% of the balance of underlying shares was subject to a two-year holding requirement. The fair value of the RSAs surrendered was determined using Portillo's closing stock price on the date of grant, which was $17.19. The fair value of the awards with post-vesting restrictions was determined using the Black-Scholes option pricing model and the weighted average assumptions were as follows:


						2022
Fair value						$14.98
Stock price						$17.19
Risk-free interest rate						4.45%
Expected life (years)						1.5
Annualized equity volatility						34.4%

Performance Stock Options

The Company has granted PSOs to certain executive officers that will be eligible to vest in three (3) tranches based on stock performance conditions (i) one-third (1/3rd) of the PSOs will vest on the third anniversary of the date of grant if the 20-day volume-weighted average price ("VWAP") for a share of common stock is $30.00 per share (1.5 times the IPO price) measured over any twenty (20) consecutive trading day period commencing on the second anniversary of the date of grant and ending on the last trading day immediately preceding the third anniversary of the date of grant; (ii) one-third (1/3rd) of the PSOs will vest on the fourth anniversary of the date of grant if the 20-day VWAP for a share of common stock is $40.00 per share (2 times the IPO price) measured over any twenty (20) consecutive trading day period commencing on the third anniversary of the date of grant and ending on the last trading day immediately preceding the fourth anniversary of the date of grant; and (iii) one-third (1/3rd) of the PSOs will vest on the fifth anniversary of the date of grant if the 20-day VWAP for a share of common stock is $50.00 per share (2.5 times the IPO price) measured over any twenty (20) consecutive trading day period commencing on the fourth anniversary of the date of grant and ending on the last trading day immediately preceding the fifth anniversary of the date of grant. All PSOs are subject to continued service at each tranche date and if any tranches fail to vest, the unvested portion of such PSOs will be forfeited and will not be eligible to vest in subsequent years. The awards granted are exercisable within a 10-year period from the date of grant.

The grant date fair value of these awards was determined using a Monte-Carlo simulation model. The fair value and weighted average assumptions used to estimate the fair value of these PSOs were as follows:


	2022	2021
Fair value	$7.93	$7.58
Stock price	$22.19	$20.00
Risk-free interest rate	3.37%	0.93%
Expected life (years)	3.2	4.0
Annualized equity volatility	51.9%	54.4%

Activity for the Company's PSOs was as follows:


	PSOs (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 26, 2021	1,794	$	20.00
Granted	68	22.19
Exercised	—	—
Forfeited	(55)	20.00
Expired	—	—
Outstanding-December 25, 2022	1,807	20.08		8.9	—
Exercisable-December 25, 2022	—	—		—	—
Vested and expected to vest-December 25, 2022	1,565	$	20.08	8.9	$	—

As of December 25, 2022, there was $8.7 million of total unrecognized compensation cost related to unvested PSOs, which is expected to be recognized over a weighted average period of 2.9 years.

2014 Equity Incentive Plan

Prior to the IPO, the Company had granted stock options under its 2014 Equity Incentive Plan, as amended (the “2014 Plan”). The 2014 Plan permitted the granting of awards to employees, officers, directors and consultants of the Company and affiliates in the form of options, unit appreciation rights, Restricted Class A Units, unrestricted Class A Units, Performance Awards and awards convertible into or otherwise based on Class A Units. Prior to the IPO, the 2014 Plan gave broad powers to the Company’s board of managers for its administration and interpretation, including the authority to select the individuals to be granted awards and rights to prescribe the particular form and conditions of each award to be granted. Under the 2014 Plan, the number of shares and exercise price of each option were determined by the board of managers, or a committee designated by the board of managers. The awards granted were generally exercisable within a 10-year period from the date of grant.

The unit option grants were equally divided between (i) options subject to time-based vesting, and (ii) options subject to both time-based and performance-based vesting. The time-based vesting options vest, in general, in equal annual installments over a 5-year period and have a 10-year term from the date of the grant. The options subject to both time-based and performance-based vesting have a ten-year term from the date of the grant and vest, in general, in equal annual installments over a 5-year period from the date of grant, subject to acceleration in the event of a sale transaction, and have a performance condition that is satisfied upon achievement of a specified internal rate of return and a minimum multiple of invested capital. In connection with the IPO, the performance condition was waived and all such options became subject to time-based vesting only. As a result of the waiver and resultant modification in the terms of the performance-vesting awards, we recognized a cash compensation expense of approximately $1.3 million and a non-cash compensation expense of approximately $26.2 million, each at the modification date in the fourth quarter of fiscal 2021.

In connection with the IPO, each option outstanding under the 2014 Plan, whether vested or unvested, was substituted for an option to purchase a number of shares of Class A common stock under the 2021 Plan, and the option holders received a cash payment in respect of their options (whether vested or unvested) in an aggregate amount of approximately $6.6 million, which was recorded in the fourth quarter of 2021. Following the IPO, no further options will be granted under the 2014 Plan.

Activity under the 2014 Plan for the year ended December 25, 2022 was as follows:


	Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 26, 2021	6,426	$	4.53
Granted	—	—
Exercised	(582)	3.78
Forfeited	(14)	5.63
Expired	—	—
Outstanding-December 25, 2022	5,830	$	4.60	4.6	$	73,416
Vested-December 25, 2022	4,823	$	4.50	4.1	$	61,187
Vested and expected to vest-December 25, 2022	5,770	$	4.59	4.6	$	72,681

The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which greatly affect the fair value of each stock option. The weighted average assumptions used to estimate the fair value of stock options granted during the years ended December 26, 2021 and December 27, 2020 were as follows:


	2021	2020
Fair value of stock option	$2.16	$3.40
Risk-free interest rate	1.21%	1.86%
Expected life (years)	6.5	6.5

Volatility	54.7%	43.8%

As of December 25, 2022, there was $6.5 million of total unrecognized compensation cost related to unvested options under the 2014 plan, which is expected to be recognized over a weighted average period of 1.9 years.

Equity-Based Compensation Expense

Equity-based compensation expense included in the Company’s consolidated statements of operations was as follows:


	Fiscal Years Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Labor	$	1,448	$	561	$	—
General and administrative expenses	14,689		30,147		960
Total equity-based compensation expense	$	16,137	$	30,708	$	960

Total equity-based compensation expense decreased from prior year primarily because the Company recognized a cash compensation expense of approximately $1.3 million and a non-cash compensation expense of approximately $26.2 million in fiscal year 2021, due to the aforementioned modification of performance-vesting awards.

Employee Stock Purchase Plan

During the year ended December 25, 2022, the Company issued 6,831 shares under the ESPP. At December 25, 2022, 242,882 shares remained available for issuance under the ESPP.

INCOME TAXES

12 Months Ended

Dec. 25, 2022

Income Tax Disclosure [Abstract]

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, based upon the respective member's ownership percentage in Portillo's OpCo. Beginning in Fiscal 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 (Benefit)

The components of income tax expense (benefit) are as follows (in thousands):


	Fiscal Years Ended
	December 25, 2022		December 26, 2021
Current income taxes:
Federal	$	—	$	—
State and local	3		1
Total current income taxes	3		1
Deferred income taxes:
Federal	(178)		(2,653)
State and local	1,998		(879)
Total deferred income taxes	1,820		(3,532)
Income tax expense (benefit)	$	1,823	$	(3,531)

Reconciliations of income tax expense (benefit) computed at the U.S. federal statutory income tax rate to the recognized income tax expense (benefit) and the U.S. statutory income tax rate to our effective tax rates are as follows (in thousands):


	Fiscal Years Ended
	December 25, 2022				December 26, 2021
Expected U.S. federal income taxes at statutory rate	$	3,986	21.0	%	$	(3,559)	21.0	%
State and local income taxes, net of federal benefit	3,217		16.9	%	(878)		5.2	%
Non-deductible expenses	(369)		(1.9)	%	—		—	%

Non-controlling interest	(1,312)		(6.9)	%	4,076		(24.0)	%
LLC flow-through structure	(2,849)		(15.0)	%	(4,608)		27.2	%

Change in valuation allowance	(1,923)		(10.1)	%	—		—	%
Other	1,073		5.6	%	1,438		(8.5)	%
Income tax expense (benefit)	$	1,823	9.6	%	$	(3,531)	20.9	%

Our effective income tax rates for the year ended December 25, 2022 and December 26, 2021 were 9.6% and 20.9%, respectively. The change in our effective income tax rate from the year ended December 25, 2022 to the year ended December 26, 2021 was primarily driven by the change in the valuation allowance and the tax benefit from the exercise and vesting of equity-based awards. The Company’s annual effective tax rate for the year ended December 25, 2022 and December 26, 2021 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 and the change in valuation allowance.

Deferred Tax Assets

The components of deferred tax assets and liabilities are as follows (in thousands):


	December 25, 2022		December 26, 2021
Deferred tax assets:
Investment in partnership	$	79,181	$	67,865
Tax Receivable Agreement	58,281		30,910



Net operating loss carryforwards	19,833		12,806
Other assets	4,551		1,289
Total gross deferred tax assets	161,846		112,870
Valuation allowance	(11,349)		(38,415)




Net deferred tax assets	$	150,497	$	74,455

As described in Note 1. Description Of Business and Note 11. Stockholder's Equity, we acquired LLC Units in connection with the IPO and Transactions and Secondary Offerings. During the years ended December 25, 2022 and December 26, 2021, we recognized a deferred tax asset in the amount of $79.2 million and $67.9 million, respectively, associated with the basis difference in our investment in Portillo's OpCo from acquiring these LLC Units.

During the years ended December 25, 2022 and December 26, 2021, we also recognized deferred tax assets in the amount of $58.3 million and $30.9 million, respectively, related to additional tax basis increases generated from expected future payments under the TRA and related deductions for imputed interest on such payments.

We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. During the years ended December 25, 2022 and December 26, 2021, the Company recognized deferred tax assets of $79.2 million and $67.9 million, respectively, associated with the basis difference in its investment in Portillo's OpCo from acquiring these LLC Units. However, a portion of the total basis difference will only reverse upon the eventual sale of its interest in Portillo's OpCo, which we expect would result in a capital loss which we do not expect to be able to utilize. As of December 25, 2022 and December 26, 2021, the Company recorded a valuation allowance in the amount of $11.3 million and $38.4 million, respectively, against the deferred tax asset.

As of December 25, 2022 and December 26, 2021, the Company had federal and state net operating loss carry forwards of $19.8 million and $12.8 million, respectively, available to reduce future taxable income, if any. Federal losses that arose prior to 2018 will begin to expire in 2034. Federal losses generated after 2017 will be carried forward indefinitely. The majority of state losses will begin to expire in 2034 and future periods.

Unrecognized Tax Benefits

The Company recorded no unrecognized tax benefits as of December 25, 2022 and December 26, 2021. Portillo's Inc. was formed in June 2021 and did not engage in any operations prior to the IPO and Transactions. Portillo's Inc. filed tax returns for tax year 2021, which is the first tax year subject to examination by taxing authorities for U.S. federal and state income tax purposes. Additionally, although Portillo's OpCo is treated as a partnership for U.S. federal and state income taxes purposes, it is still required to file an annual U.S. Return of Partnership Income, which is subject to examination by the Internal Revenue Service ("IRS"). As of December 25, 2022, there are no ongoing U.S. federal or state income tax return examinations.

Tax Receivable Agreement

Pursuant to the Company's election under section 754 of the Internal Revenue Code (the "Code"), the Company expects to obtain an increase in its share of the tax basis in the net assets of Portillo's OpCo when LLC Units are exchanged by other members. The Company intends to treat any exchanges of LLC Units as direct purchases of LLC Units for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that would otherwise be paid in the future to the U.S. federal and state authorities. They may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

As of December 25, 2022, we estimate that our obligation for future payments under the TRA totaled $252.8 million. Under the TRA, the Company will be generally required to pay certain of our pre-IPO LLC Members 85% of the amount of cash savings, if any, in U.S. federal, state, or local tax that the Company actually realizes (or is deemed to realize in certain circumstances) 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 the 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 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. The Company expects to benefit from the remaining 15% of any tax savings. The Company expects a payment of $0.8 million to be paid within the next 12 months.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 25, 2022

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per share of Class A Common Stock is computed by dividing net income (loss) 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 series 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 (loss) 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 (loss) per share for the years ended December 25, 2022, December 26, 2021 and December 27, 2020 are as follows (in thousands, except per share amounts):


	Fiscal Years Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Net income (loss) attributable to common unit holders	$	17,157	$	(34,592)	$	(8,261)
Net income (loss) attributable to non-controlling interests	6,306		(19,408)		—
Net income (loss) attributable to Portillo's Inc.	$	10,851	$	(15,184)	$	(8,261)

Shares:
Weighted-average number of common shares outstanding-basic	38,902		35,807		51,189
Dilutive unit awards	3,814		—		—
Weighted-average number of common shares outstanding-diluted	42,716		35,807		51,189

Basic net income (loss) per share attributable to Portillo's Inc.	$	0.28	$	(0.42)	$	(0.16)
Diluted net income (loss) per share attributable to Portillo's Inc.	$	0.25	$	(0.42)	$	(0.16)

Shares of the Company’s Class B Common Stock do not participate in the earnings or losses of Portillo's Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented.

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


	Fiscal Years Ended
		December 25, 2022	December 26, 2021	December 27, 2020
Shares subject to performance conditions		1,807	1,224	318
Share that were antidilutive		—	—	361
Total shares excluded from diluted loss per share		1,807	1,224	679

CONTINGENCIES	12 Months Ended
CONTINGENCIES	Dec. 25, 2022
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIES The 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. As of December 25, 2022 and December 26, 2021, the Company recorded no loss contingencies.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 25, 2022

RELATED PARTY TRANSACTIONS

As of December 25, 2022 and December 26, 2021, the related parties’ receivables balance consisted of $0.3 million and $0.4 million, respectively, due from C&O, which is included in accounts receivable in the consolidated balance sheet.

Stock Subscription Receivable

The Company previously issued 195,933 common units to the CEO and President for a unit subscription receivable of $1.0 million. On August 13, 2021, the remaining stock subscription receivable of $0.2 million was fully repaid.

Olo, Inc.

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 years ended December 25, 2022, December 26, 2021, and December 27, 2020 (in thousands):


	Fiscal Years Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Cost of goods sold, excluding depreciation and amortization	$	2,008	$	633	$	731
Other operating expenses	443		469		541
Net Olo-related costs	$	2,451	$	1,102	$	1,272

As of December 25, 2022 and December 26, 2021, $0.2 million and immaterial amounts, respectively, were payable to Olo and was included in accounts payable in the consolidated balance sheets.

In connection with the IPO, each option outstanding, whether vested or unvested, was substituted for an option to purchase a number of shares of Class A common stock, and the option holders received a cash payment. Mr. Glass received $0.1 million with respect to these payments.

Tax Receivable Agreement

As described in Note 14. Income Taxes, 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. There were no amounts paid under the TRA for the years ended December 25, 2022 and December 26, 2021.


	Fiscal Years Ended
(in thousands)	December 25, 2022		December 26, 2021
Current portion of Tax Receivable Agreement liability	$	813	$	—
Tax Receivable Agreement liability	252,003		156,638

Secondary Offerings

In the third and fourth quarters of 2022, in connection with the secondary offerings previously discussed in Note 1. Description Of Business, we purchased LLC Units and shares of Class A common stock using the proceeds of the secondary offering at a price equal to the public offering price less the underwriting discounts and commissions from certain pre-IPO LLC Members and shareholders of the Blocker Companies, including from funds affiliated with Berkshire Partners LLC, which is our controlling shareholder that beneficially owns approximately 42.8% of the Company as of December 25, 2022.

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 25, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS New Restaurants The Company opened three restaurants subsequent to December 25, 2022 for a total of 74 restaurants, excluding C&O. The three restaurants are located in Kissimmee, Florida, The Colony, Texas, and Tucson, Arizona. New Credit Agreement On February 2, 2023, Holdings, the Borrower, the other Guarantors party thereto from time to time, each lender party thereto from time to time and Fifth Third Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender entered into a Credit Agreement (“New Credit Agreement”) which provides for a Term A Loan ("Term Loan") in an initial aggregate principal amount of $300.0 million and initial Revolving Credit Commitments in an initial aggregate principal amount of $100.0 million (the “New Revolver Facility”). The New Credit Agreement is guaranteed by all domestic subsidiaries of the Borrower (subject to customary exceptions) and secured by liens on substantially all of the assets of Holdings, the Borrower and the subsidiary guarantors (subject to customary exceptions). The New Credit Agreement also includes certain financial covenants with respect to cash interest coverage and total net rent adjusted leverage. The Term Loan and New Revolver Facility are scheduled to mature on February 2, 2028. The proceeds under the Term Loan and New Revolver Facility, along with cash on hand, were used to repay outstanding indebtedness under the First Lien Credit Agreement and to pay related transaction expenses. The Company anticipates using the remainder of the loan proceeds for general corporate purposes and working capital needs. The New Revolver Facility under the New Credit Agreement replaces the $50 million Revolving Facility under the First Lien Credit Agreement. As of February 2, 2023, outstanding borrowings under the New Credit Agreement totaled $315.0 million, comprising $300.0 million under the Term Loan and $15.0 million under the New Revolver Facility, and letters of credit issued under the New Revolver Facility totaled $4.4 million. As a result, as of February 2, 2023, the Company had $80.6 million available under the New Revolver Facility. On February 28, 2023, the Company made a $5.0 million payment on the New Revolver Facility. The outstanding balance of the New Revolver Facility upon payment is $10.0 million. As a result, as of February 28, 2023, the Company had $85.6 million available under the New Revolver Facility.

Schedule II: Valuation and Qualifying Accounts

12 Months Ended

Dec. 25, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II: Valuation and Qualifying Accounts


			Additions
Deferred tax asset valuation allowance (in thousands):	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Reductions		Balance at end of period

Fiscal year ended December 25, 2022	$	38,415	$	2,277	$	—		$	29,343	$	11,349

Fiscal year ended December 26, 2021	$	—	$	1,904	$	36,511	(1)	$	—	$	38,415

(1) Amounts relate to a valuation allowance established on deferred tax assets related to our investment in Portillo's OpCo.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 25, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiaries. 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).
Fiscal Year	Fiscal Year The Company operates on a 52- or 53-week fiscal year ending on the Sunday on or 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, 2021 and 2020 each consisted of 52 weeks. The fiscal periods presented in this report are years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. Unless otherwise stated, references to years in this report relate to fiscal years.
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"). As 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.
Use of Estimates	Use of Estimates The preparation of these 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 reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents and Restricted Cash Cash includes amounts that are either held in the Company’s bank accounts or represent deposits in transit. Amounts receivable from credit card processors are considered cash equivalents because they are both short in term and highly liquid in nature and are typically converted to cash within three business days of the sales transactions. Restricted cash includes amounts that are held in the Company’s bank accounts subject to minimum balance requirements for medical claim disbursements.
Accounts Receivable	Accounts Receivable Accounts receivable consist primarily of vendor rebates, tenant improvement receivables, and delivery receivables as well as receivables from related parties (see Note 17. Related Party Transactions). The Company evaluates the collectability of its accounts receivable based on a variety of factors, including historical experience, current and future economic and market conditions and other factors.
Inventory	Inventory Inventory, which consists mainly of food products, is valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out (FIFO) method. No other adjustment is deemed necessary to reduce inventory to lower of cost or net realizable value due to the rapid turnover and high utilization of 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.
Equity Method Investment	Equity Method InvestmentThe 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.
Long-Lived Assets and Valuation	Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Depreciation and amortization are computed using the straight-line method. Except for leasehold improvements, depreciation is computed over the estimated useful life of each asset (generally ranging from three to ten years). Leasehold improvements are amortized over the shorter of the estimated lives of the asset or the lease term. The Company reviews its long-lived assets, including property and equipment, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Long-Lived Assets and Valuation	Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Depreciation and amortization are computed using the straight-line method. Except for leasehold improvements, depreciation is computed over the estimated useful life of each asset (generally ranging from three to ten years). Leasehold improvements are amortized over the shorter of the estimated lives of the asset or the lease term. The Company reviews its long-lived assets, including property and equipment, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Indefinite-Lived Intangible Assets	Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an intangible asset is less than its carrying value. The Company has one reporting unit which is evaluated for impairment annually. Fair value of the reporting unit is estimated using the market approach that uses publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The Company’s indefinite-lived intangible assets consist of trade names and trade marks (collectively “trade names”). The Company estimates the fair value of its trade names using a relief-from-royalty income approach. If the fair value of the trade name is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible assets.
Goodwill	Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an intangible asset is less than its carrying value. The Company has one reporting unit which is evaluated for impairment annually. Fair value of the reporting unit is estimated using the market approach that uses publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The Company’s indefinite-lived intangible assets consist of trade names and trade marks (collectively “trade names”). The Company estimates the fair value of its trade names using a relief-from-royalty income approach. If the fair value of the trade name is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible assets.
Fair Value of Financial Instruments	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.
Offering Costs	Offering CostsIn connection with the IPO, Portillo's OpCo incurred certain legal, accounting, and other IPO-related costs. Such costs are recorded in stockholders’ equity as a reduction from the proceeds of the offering.
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 liabilities 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, as of the end of 2021, we recognize marketplace sales, including third-party delivery menu price premiums, as revenue when 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. 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.
Commitments	Commitments The majority of the food products the Company purchases are subject to changes in price primarily due to the effect of supply and demand of the commodities, in particular, proteins, dairy, produce and grains. Overall pricing agreements are established in an effort to maintain a more consistent food cost without creating long-term purchase commitments.
Employee Benefits	Employee Benefits The Company sponsors a 401(k) plan for all employees that are eligible based upon age and length of service. The expenses incurred for Company matching contributions to the plan were approximately $0.4 million, $0.5 million and $0.4 million for the years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. The Company offers a non-qualified deferred compensation plan to certain officers and other members of management. Under the plan, eligible employees may defer up to 80% of their annual salary and annual bonus. The Company has elected to fund its deferred compensation obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but such assets are not available for general corporate purposes. Assets held in the rabbi trust are invested in mutual funds, which are purchased and held principally for the purpose of selling them in the near term, and are classified as trading securities and carried at fair value.
Equity-Based Compensation	Equity-Based Compensation The Company has issued non-qualified stock options, performance-based stock options, restricted stock units and restricted stock awards. Equity-based compensation expense is measured based on the grant-date fair value of those awards and is recognized on a straight-line basis over the vesting period. Equity-based compensation expense is 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 is included within general and administrative expenses and labor in the consolidated statements of operations. The Company adopted an Employee Share Purchase Plan (“ESPP”) in June 2022 under which qualifying employees may be granted purchase rights to the Company’s common shares at not less than 85% of the market price on the purchase date, subject to Company discretion. The ESPP has a maximum of 250,000 shares of the Company's Class A common stock available for issuance. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions, subject to an annual maximum dollar amount. The expense incurred under the ESPP was immaterial for the year ended December 25, 2022 and is included within general and administrative expenses and labor in the consolidated statements of operations.
Advertising and Marketing Expenses	Advertising and Marketing Expenses Advertising costs are expensed the first-time advertising takes place, while the costs of producing advertising are expensed during production and the costs of communicating advertising are expensed as services are received. Advertising and marketing expenses totaled $4.0 million, $3.1 million and $2.6 million for the years ended December 25, 2022, December 26, 2021 and December 27, 2020, respectively. Advertising and marketing expenses included in other operating expenses in the consolidated statements of operations primarily relate to sponsorships, restaurant merchandising and charitable giving; and those expenses included in general and administrative expenses in the consolidated statements of operations primarily consist of branding initiatives.
Leases	Leases On December 27, 2021, the Company adopted ASU 2016-02, Leases (Topic 842), along with related clarifications and improvements, using a modified retrospective approach. Results for reporting periods beginning on or after December 27, 2021 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC 840, the accounting standard then in effect. The Company currently leases land for its retail restaurants and commissaries, and office space under various long-term operating lease agreements that expire on various dates through 2068. We also lease equipment, which primarily consists of restaurant equipment and copiers. We have immaterial short-term operating leases, such as those for seasonal rentals and training spaces. We evaluate the contracts to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of ASC 842. Upon the possession of a leased asset, we determine its classification as an operating or finance lease. As of December 25, 2022, all of our leases are classified as operating leases. Operating lease assets and liabilities are recognized at the lease commencement date. We make judgments regarding the probable term for each lease, which can impact the classification and accounting for a lease as operating or financing, as well as the amount of straight-lined rent expense in a particular period. Generally, the leases for the Company's restaurant locations have an initial term of 10 years to 20 years and typically provide for renewal options in five-year increments, as well as rent escalations. Renewal options are generally recognized as part of the right-of-use assets and lease liabilities as it is reasonably certain at commencement date that we would exercise the options to extend the lease. Some of our real estate leases provide for base rent, plus if applicable additional rent based on gross sales, as defined in each lease agreement, which is considered to be variable rent. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a restaurant opens is recorded in pre-opening expenses in the consolidated statements of operations. Once a restaurant opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy on the consolidated statements of operations. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy and other operating expenses on the consolidated statements of operations and is generally considered to be variable rent. For leases with a lease term of 12 months or less ("short-term operating lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the consolidated balance sheets. Per the ASC 842 requirements, a lessee is required to use the rate implicit in the lease when readily determinable; alternatively, it would use the incremental borrowing rate in determining the present value of future lease payments. We estimate our incremental borrowing rates corresponding to the maturities of our leases. We estimate this rate based on prevailing financial market conditions, indications for the Company's credit rating, and other benchmarks related to the Company's outstanding secured borrowings. We expend cash for leasehold improvements to build out our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, the tenant improvement allowances are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset.
Pre-Opening Expenses	Pre-Opening Expenses Pre-opening expenses consist primarily of wages, occupancy expenses, which represent rent expense recognized during the period between the date of possession of the restaurant facility and the restaurant opening date, travel for the opening team, food, beverage, and the initial stocking of operating supplies. These are expensed as incurred prior to the restaurant opening for business.
Income and Other Taxes	Income and Other Taxes We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, prudent and feasible tax planning strategies and recent and expected future results of operations. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we use to manage our business. Actual operating results in future years could differ from our current assumptions, judgments and estimates, which could have a material impact on the amount of deferred tax assets we ultimately realize. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act') was signed into law. The CARES Act intended to provide economic relief to those impacted by the COVID-19 pandemic. The CARES Act also allowed eligible employers to defer the remittance of employer federal payroll taxes otherwise payable during calendar year 2020 and remit half of such deferred amounts on or before December 31, 2021 and half on or before December 31, 2022. The Company deferred approximately $5.4 million of federal payroll tax remittances under this provision as of December 27, 2020, of which $2.7 million was paid during the year ended December 26, 2021 and the remaining deferred balance of $2.7 million was paid during the year ended December 25, 2022. The CARES Act provides refundable employee retention credits, which can be used to offset federal payroll tax liabilities.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the weighted-average number of shares outstanding. Diluted earnings (loss) per share adjusts the basic earnings (loss) per unit attributable to shareholders and the weighted-average number of units of shares outstanding for the potential dilutive impact of shares, using the treasury-stock method. Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common units would have an anti-dilutive effect.
Recently Issued and Adopted Accounting Standards	Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. FASB has extended the sunset date to December 31, 2024. The Company does not believe the impact of the transition from LIBOR to alternative reference rates is material to its consolidated financial statements. See Note 18. Subsequent Events for discussion of the New Credit Agreement, effective February 2, 2023. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASC 842"), along with related clarifications and improvements. The pronouncement requires lessees to recognize a 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 adopted this standard effective December 27, 2021, electing the modified retrospective approach to apply the standard as of the transition date. As a result, we did not apply the standard to the comparative periods presented. We have elected the transition package of three practical expedients permitted under the new standard, which eliminates the requirement to reassess the conclusions about historical lease identifications, lease classifications, and initial direct costs. We did not elect the hindsight practical expedient, which permits the use of hindsight when determining lease terms and impairments of right-of-use assets. We elected to apply the practical expedient of combining lease and non-lease components. Additionally, we elected to utilize the short-term lease exception policy, which allows us to not apply the recognition requirements of this standard to leases with a term of 12 months or less. The adoption of this standard had a significant impact on the Company’s consolidated balance sheet as we recognized the right-of-use asset and lease liabilities for our operating leases. The adoption had an immaterial impact on the consolidated statement of income, cash flows and overall liquidity. See Note 10. Leases for additional information. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which amends the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. The Company adopted this standard effective December 28, 2020. The adoption of this new standard did not have a material effect on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which clarifies the accounting for implementation costs in cloud computing arrangements that is a service contract. The Company adopted this standard effective December 28, 2020. Subsequent to the adoption of ASU 2018-15, the Company capitalized such costs within other current assets or other assets on its consolidated balance sheets. The Company amortizes the implementation costs once the system is ready for its intended use, on a straight-line basis, over the term of the related service agreements, including all reasonably certain renewals. The amortization expense related to cloud computing arrangements that are service contracts are recorded within general and administrative expenses or other operating expenses on the Company's consolidated statements of operations. The adoption of this new standard did not have a material effect on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), which modifies certain technical guidelines for accounting for income taxes. ASU 2019-12 is effective for reporting periods beginning after December 15, 2022, and early adoption is permitted. The Company adopted the new standard as of December 28, 2020. The adoption of this new standard did not have a material effect on our consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), an amendment that simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The amendment simplifies accounting for convertible instruments by removing major separation models required under current accounting guidance. In addition, the amendment removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception, and also simplifies the diluted earnings per share calculation in certain areas. The amendment is effective beginning after December 15, 2023, and early adoption is permitted. The Company adopted the new standard as of December 28, 2020. The adoption of this new standard did not have a material effect on our 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)

12 Months Ended

Dec. 25, 2022

Revenue from Contract with Customer [Abstract]

Summary of Gift Card Liability

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


	December 25, 2022		December 26, 2021
Gift card liability	$	6,988	$	6,606


	Fiscal Years Ended
		December 25, 2022		December 26, 2021		December 27, 2020
Revenue recognized from gift card liability balance at the beginning of the year		$	3,598	$	3,279	$	3,197

INVENTORIES (Tables)

12 Months Ended

Dec. 25, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):


	December 25, 2022		December 26, 2021
Raw materials	$	5,722	$	4,181
Work in progress	104		114
Finished goods	876		1,395
Consigned inventory	685		388
	$	7,387	$	6,078

PROPERTY & EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 25, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, net

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


	December 25, 2022		December 26, 2021
Land improvements	$	16,369	$	15,451
Furniture, fixtures, and equipment	126,130		115,187
Leasehold improvements	153,341		138,923
Transportation equipment	2,281		2,203
Construction-in-progress	35,386		8,300
	333,507		280,064
Less: accumulated depreciation	(106,471)		(89,230)
	$	227,036	$	190,834

GOODWILL & INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 25, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangibles, net

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


	As of December 25, 2022

	Gross Carrying Amount		Accumulated Amortization		ASC 842 Adjustment		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(24,317)		—		31,800
Covenants not-to-compete	40,799		(40,799)		—		—
Favorable rental contracts	2,991		(1,849)		(1,142)		—
	$	323,832	$	(66,965)	$	(1,142)	$	255,725


	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
Covenants not-to-compete	40,799		(40,799)		—
Favorable rental contracts	2,991		(1,849)		1,142
	$	323,832	$	(64,075)	$	259,757

Schedule of Finite-Lived Intangibles, net

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


	As of December 25, 2022

	Gross Carrying Amount		Accumulated Amortization		ASC 842 Adjustment		Net Carrying Amount

Indefinite-lived intangible assets:
Trade names	$	223,925	$	—	$	—	$	223,925
Intangibles subject to amortization:
Recipes	56,117		(24,317)		—		31,800
Covenants not-to-compete	40,799		(40,799)		—		—
Favorable rental contracts	2,991		(1,849)		(1,142)		—
	$	323,832	$	(66,965)	$	(1,142)	$	255,725


	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
Covenants not-to-compete	40,799		(40,799)		—
Favorable rental contracts	2,991		(1,849)		1,142
	$	323,832	$	(64,075)	$	259,757

Schedule of Aggregate Amortization Expense

The estimated aggregate amortization expense related to intangible assets held at December 25, 2022 for the next five years and thereafter is as follows (in thousands):


	Estimated Amortization
2023	$	2,889
2024	2,813
2025	2,707
2026	2,707
2027	2,707
2028 and thereafter	17,977
	$	31,800

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 25, 2022

Fair Value Disclosures [Abstract]

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

As of December 25, 2022 and December 26, 2021, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	December 25, 2022		December 26, 2021
	Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	1,470	$	1,482
Mutual Funds	2,241		3,185
Total assets	$	3,711	$	4,667

SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables)

12 Months Ended

Dec. 25, 2022

Balance Sheet Related Disclosures [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses consisted of the following (in thousands):


	December 25, 2022		December 26, 2021
Prepaid insurance	$	1,969	$	2,869
Prepaid occupancy	504		494
Other prepaid expenses	2,449		2,473
	$	4,922	$	5,836

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 25, 2022		December 26, 2021
Salaries, wages, and other compensation	$	16,699	$	18,065
Rent and real estate taxes	5,738		5,111
Insurance	2,866		2,572
Interest	2,262		1,597
Sales tax	1,956		1,970
Other accrued expenses	394		157
	$	29,915	$	29,472

DEBT (Tables)

12 Months Ended

Dec. 25, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Debt consisted of the following (in thousands):


	December 25, 2022		December 26, 2021
First Lien Term B-3 Loans	$	322,428	$	325,752
Revolving Loans	—		—

Unamortized discount and debt issuance costs	(3,848)		(6,599)
Total debt, net	318,580		319,153
Less: current portion	(4,155)		(3,324)
Long-term debt, net	$	314,425	$	315,829

Schedule of Maturities of Long-term Debt

Principal payments on long-term debt (excluding the Revolving Facility) outstanding at December 25, 2022 for each year through maturity are as follows (in thousands):


2023	$	4,155
2024	318,273


	$	322,428

- 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.

+ References

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-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (SX 210.12-04(a))
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+ Details

LEASES (Tables)

12 Months Ended

Dec. 25, 2022

Leases [Abstract]

Summary of Cumulative Impact of Adoption


	Adjustment as of December 27, 2021
Operating lease assets	$	162,810
Intangible assets, net	(1,142)
Short-term operating lease liability	4,405
Deferred rent	(32,174)
Long-term operating lease liability	189,682
Other long-term liabilities	(461)
Stockholders' equity1	461

1 The unamortized balance of a deferred gain associated with sale leaseback transactions totaling approximately $0.5 million was written-off to stockholders' equity on the date of transition.

Summary of Operating Lease Right-of-use Assets and Liabilities

A summary of operating lease right-of-use assets and liabilities is as follows (in thousands):


Operating leases	Classification	December 25, 2022
Right-of-use assets	Operating lease assets	$	166,808
		166,808

Current lease liabilities	Short-term operating lease liability	4,849
Non-current lease liabilities	Long-term operating lease liability	200,166
		$	205,015

Summary of Components of Lease Expense

The components of lease expense were as follows (in thousands):


		Fiscal Year Ended
Operating leases	Classification	December 25, 2022
Operating lease cost	Occupancy Other operating expenses General and administrative expenses Pre-opening expenses	$	25,735
Short-term operating lease cost	Occupancy Other operating expenses	698
Variable lease cost	Occupancy Other operating expenses General and administrative expenses	3,604
		$	30,037

Supplemental cash flow information related to leases is as follows (in thousands):


	Fiscal Year Ended
	December 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	10,682

Summary of Lease Terms and Discount Rates

A summary of lease terms and discount rates for operating leases is as follows:


Operating leases	December 25, 2022
Weighted-average remaining lease term (years):	25.0
Weighted-average discount rate:	9.8	%

Summary of Maturity Analysis of Lease Liabilities

As of December 25, 2022, the maturity analysis of the lease liabilities consisted of the following (in thousands):


Year Ending	Operating Leases
2023	$	22,914
2024	22,837
2025	22,893
2026	22,971
2027	22,222
Thereafter	516,959
Total lease payments	630,796
Less: imputed interest	(425,781)
Total operating lease liabilities	$	205,015

Schedule of Rent Expense Under Operating Leases

A summary of rent expense under ASC 840 for operating lease agreements were as follows (in thousands):


	Fiscal Years Ended
	December 26, 2021		December 27, 2020
Minimum rentals	$	22,363	$	19,787
Contingent rentals	679		486
Total rental expense	$	23,042	$	20,273

Schedule of Future Minimum Rental Payments

Future minimum rental payments for our operating leases under ASC 840 for each of the next five years and in total were as follows as of December 26, 2021 (in thousands):


Year Ending	Minimum Amount
2022	$	20,298
2023	20,784
2024	21,099
2025	20,969
2026	21,254
Thereafter	508,217
Total minimum rental payments	$	612,621

NON-CONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 25, 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:


	December 25, 2022			December 26, 2021
	LLC Units	Ownership %		LLC Units	Ownership %
Portillo's Inc.	48,420,723	67.0	%	35,807,171	50.1	%
pre-IPO LLC Members	23,837,162	33.0	%	35,673,321	49.9	%
Total	72,257,885	100.0	%	71,480,492	100.0	%

Schedule 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):


	Fiscal Year Ended
	December 25, 2022
Net income attributable to Portillo's Inc.	$	10,851

Activity under equity-based compensation plans	(606)
Non-controlling interest adjustments, including the secondary offerings	89,374
Redemption of LLC Units in connection with the secondary offerings	(118)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(23,662)
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$	75,839

EQUITY-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 25, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Non-Option Award Activity

Activity for the Company's RSUs was as follows:


	Restricted Stock Units (in thousands)	Weighted-average grant date fair value per share
Non-vested, December 26, 2021	883	$	20.00
Granted	75	24.08
Vested	(277)	20.04
Forfeited	(71)	20.01
Non-vested, December 25, 2022	610	$	20.48

Activity for the Company's PSOs was as follows:


	PSOs (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 26, 2021	1,794	$	20.00
Granted	68	22.19
Exercised	—	—
Forfeited	(55)	20.00
Expired	—	—
Outstanding-December 25, 2022	1,807	20.08		8.9	—
Exercisable-December 25, 2022	—	—		—	—
Vested and expected to vest-December 25, 2022	1,565	$	20.08	8.9	$	—

Schedule of Award Fair Value and Weighted Average Assumptions

The fair value of the awards with post-vesting restrictions was determined using the Black-Scholes option pricing model and the weighted average assumptions were as follows:


						2022
Fair value						$14.98
Stock price						$17.19
Risk-free interest rate						4.45%
Expected life (years)						1.5
Annualized equity volatility						34.4%

Schedule of Option Fair Value and Weighted Average Assumptions

The fair value and weighted average assumptions used to estimate the fair value of these PSOs were as follows:


	2022	2021
Fair value	$7.93	$7.58
Stock price	$22.19	$20.00
Risk-free interest rate	3.37%	0.93%
Expected life (years)	3.2	4.0
Annualized equity volatility	51.9%	54.4%

The weighted average assumptions used to estimate the fair value of stock options granted during the years ended December 26, 2021 and December 27, 2020 were as follows:


	2021	2020
Fair value of stock option	$2.16	$3.40
Risk-free interest rate	1.21%	1.86%
Expected life (years)	6.5	6.5

Volatility	54.7%	43.8%

Summary of Option Activity

Activity under the 2014 Plan for the year ended December 25, 2022 was as follows:


	Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 26, 2021	6,426	$	4.53
Granted	—	—
Exercised	(582)	3.78
Forfeited	(14)	5.63
Expired	—	—
Outstanding-December 25, 2022	5,830	$	4.60	4.6	$	73,416
Vested-December 25, 2022	4,823	$	4.50	4.1	$	61,187
Vested and expected to vest-December 25, 2022	5,770	$	4.59	4.6	$	72,681

Schedule of Equity-based Compensation Expense

Equity-based compensation expense included in the Company’s consolidated statements of operations was as follows:


	Fiscal Years Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Labor	$	1,448	$	561	$	—
General and administrative expenses	14,689		30,147		960
Total equity-based compensation expense	$	16,137	$	30,708	$	960

INCOME TAXES (Tables)

12 Months Ended

Dec. 25, 2022

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The components of income tax expense (benefit) are as follows (in thousands):


	Fiscal Years Ended
	December 25, 2022		December 26, 2021
Current income taxes:
Federal	$	—	$	—
State and local	3		1
Total current income taxes	3		1
Deferred income taxes:
Federal	(178)		(2,653)
State and local	1,998		(879)
Total deferred income taxes	1,820		(3,532)
Income tax expense (benefit)	$	1,823	$	(3,531)

Schedule of Effective Income Tax Rate Reconciliation


	Fiscal Years Ended
	December 25, 2022				December 26, 2021
Expected U.S. federal income taxes at statutory rate	$	3,986	21.0	%	$	(3,559)	21.0	%
State and local income taxes, net of federal benefit	3,217		16.9	%	(878)		5.2	%
Non-deductible expenses	(369)		(1.9)	%	—		—	%

Non-controlling interest	(1,312)		(6.9)	%	4,076		(24.0)	%
LLC flow-through structure	(2,849)		(15.0)	%	(4,608)		27.2	%

Change in valuation allowance	(1,923)		(10.1)	%	—		—	%
Other	1,073		5.6	%	1,438		(8.5)	%
Income tax expense (benefit)	$	1,823	9.6	%	$	(3,531)	20.9	%

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows (in thousands):


	December 25, 2022		December 26, 2021
Deferred tax assets:
Investment in partnership	$	79,181	$	67,865
Tax Receivable Agreement	58,281		30,910



Net operating loss carryforwards	19,833		12,806
Other assets	4,551		1,289
Total gross deferred tax assets	161,846		112,870
Valuation allowance	(11,349)		(38,415)




Net deferred tax assets	$	150,497	$	74,455

EARNINGS (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 25, 2022

Earnings Per Share [Abstract]

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

The computations of basic and diluted earnings (loss) per share for the years ended December 25, 2022, December 26, 2021 and December 27, 2020 are as follows (in thousands, except per share amounts):


	Fiscal Years Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Net income (loss) attributable to common unit holders	$	17,157	$	(34,592)	$	(8,261)
Net income (loss) attributable to non-controlling interests	6,306		(19,408)		—
Net income (loss) attributable to Portillo's Inc.	$	10,851	$	(15,184)	$	(8,261)

Shares:
Weighted-average number of common shares outstanding-basic	38,902		35,807		51,189
Dilutive unit awards	3,814		—		—
Weighted-average number of common shares outstanding-diluted	42,716		35,807		51,189

Basic net income (loss) per share attributable to Portillo's Inc.	$	0.28	$	(0.42)	$	(0.16)
Diluted net income (loss) per share attributable to Portillo's Inc.	$	0.25	$	(0.42)	$	(0.16)

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 antidilutive (in thousands):


	Fiscal Years Ended
		December 25, 2022	December 26, 2021	December 27, 2020
Shares subject to performance conditions		1,807	1,224	318
Share that were antidilutive		—	—	361
Total shares excluded from diluted loss per share		1,807	1,224	679

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 25, 2022

Summary of Related Party Transactions

The Company incurred the following Olo-related costs for the years ended December 25, 2022, December 26, 2021, and December 27, 2020 (in thousands):


	Fiscal Years Ended
	December 25, 2022		December 26, 2021		December 27, 2020
Cost of goods sold, excluding depreciation and amortization	$	2,008	$	633	$	731
Other operating expenses	443		469		541
Net Olo-related costs	$	2,451	$	1,102	$	1,272


	Fiscal Years Ended
(in thousands)	December 25, 2022		December 26, 2021
Current portion of Tax Receivable Agreement liability	$	813	$	—
Tax Receivable Agreement liability	252,003		156,638

DESCRIPTION OF BUSINESS (Details) $ / shares in Units, $ in Thousands		2 Months Ended	3 Months Ended		12 Months Ended
	Oct. 25, 2021 USD ($) $ / shares shares	Dec. 26, 2021 USD ($) restaurant	Dec. 25, 2022 food_production_commissary restaurant vote $ / shares shares	Sep. 25, 2022 $ / shares shares	Dec. 25, 2022 USD ($) food_production_commissary restaurant vote $ / shares	Dec. 26, 2021 USD ($) restaurant	Dec. 27, 2020 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of food production commissaries \| food_production_commissary			2		2
Number of restaurants \| restaurant		68	71		71	68
Number of non-traditional locations \| restaurant		3	2		2	3
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 20.00
Payments for in-process equity financings (offering costs)					$ 771	$ 6,279	$ 0
Repayment of redeemable preferred units	$ 221,700
Payments of long-term debt					$ 3,324	$ 158,324	$ 13,324
Payments for repurchase of common stock	$ 57,000
Tax payable as a percent of tax savings	85.00%				85.00%
Tax savings retained, percent	15.00%				15.00%
Class A Common Stock
Schedule of Equity Method Investments [Line Items]
Number of votes per share \| vote			1		1
Class A Common Stock \| Portillo's OpCo
Schedule of Equity Method Investments [Line Items]
Ownership %		50.10%	67.00%		67.00%	50.10%
Class B Common Stock
Schedule of Equity Method Investments [Line Items]
Number of votes per share \| vote			1		1
Class B Common Stock \| Portillo's OpCo
Schedule of Equity Method Investments [Line Items]
Ownership %		49.90%	33.00%		33.00%	49.90%
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 stock offering	$ 430,000
Payments for in-process equity financings (offering costs)	29,100	$ 29,100
Offering expenses	$ 7,100	$ 7,100
Over-Allotment Option
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares) \| shares	3,040,540
Secondary Offering \| Class A Common Stock
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares) \| shares			8,000,000	8,066,458
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 22.69	$ 23.75	$ 22.69
Secondary Offering \| Class A Common Stock \| Pre-IPO LLC Members
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares) \| shares			2,106,400	2,123,899
Secondary Offering \| Class B Common Stock
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares) \| shares			5,893,000	5,942,559
Secondary Offering \| LLC Interests
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares) \| shares			5,893,000	5,942,559
Issuance of common units (in shares) \| shares			5,893,000	5,942,559
C&O
Schedule of Equity Method Investments [Line Items]
Ownership percentage			50.00%		50.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 20, 2021	Dec. 25, 2022 USD ($) food_production_commissary segment reporting_unit shares	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)	Oct. 25, 2021 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of food production commissaries \| food_production_commissary		2
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Consigned inventory		$ 700	$ 400
Number of reporting units \| reporting_unit		1
Reverse stock split, conversion ratio	0.1351
Deferred offering costs			7,100
Employee benefit expense		$ 400	500	$ 400
Maximum employee subscription rate		80.00%
Sale of stock, price per share (in dollars per share) \| $ / shares					$ 20.00
Equity-based compensation		$ 16,137	29,389	960
Advertising and marketing expense		$ 4,000	3,100	2,600
Operating lease renewal option		5 years
Deferred payroll taxes, CARES Act				5,400
Payments for deferred payroll taxes, CARES Act		$ 2,700	$ 2,700
Adjustment to payroll tax liability for employee retention credit				$ 300
C&O
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership percentage		50.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Property, plant and equipment, useful life		3 years
Operating lease term		10 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Property, plant and equipment, useful life		10 years
Operating lease term		20 years
Employee stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Market price purchase percent		85.00%
Options authorized (in shares) \| shares		250,000
Maximum gross base earnings percent		15.00%

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	12 Months Ended
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Revenue from External Customer [Line Items]
Gift card sales that will not be redeemed, percent	11.00%
Gift card breakage	$ 798	$ 715	$ 700
Gift Card
Revenue from External Customer [Line Items]
Gift card liability	6,988	6,606
Revenue recognized from gift card liability balance at the beginning of the year	$ 3,598	$ 3,279	$ 3,197

INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 5,722	$ 4,181
Work in progress	104	114
Finished goods	876	1,395
Consigned inventory	685	388
Total inventory	$ 7,387	$ 6,078

PROPERTY & EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 333,507	$ 280,064
Less: accumulated depreciation	(106,471)	(89,230)
Total property and equipment	227,036	190,834
Depreciation expense	18,000	16,900	$ 15,800
Land improvements
Property, Plant and Equipment [Line Items]
Property and equipment	16,369	15,451
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	126,130	115,187
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	153,341	138,923
Transportation equipment
Property, Plant and Equipment [Line Items]
Property and equipment	2,281	2,203
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment	$ 35,386	$ 8,300

GOODWILL & INTANGIBLE ASSETS - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 25, 2022 USD ($) reporting_unit	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)	Dec. 27, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of reporting units \| reporting_unit	1
Net favorable rental contract intangible assets reclassified	$ (31,800)
Amortization expense	2,900	$ 6,400	$ 8,800
Favorable rental contracts
Finite-Lived Intangible Assets [Line Items]
Net favorable rental contract intangible assets reclassified	$ 0	$ (1,142)
Adoption of Accounting Standards Codification 842 - Leases \| Favorable rental contracts
Finite-Lived Intangible Assets [Line Items]
Net favorable rental contract intangible assets reclassified				$ 1,100

GOODWILL & INTANGIBLE ASSETS - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 27, 2021	Dec. 26, 2021
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 223,925		$ 223,925
Accumulated Amortization	(66,965)		(64,075)
Intangibles subject to amortization, net	31,800
Gross Carrying Amount	323,832		323,832
Net Carrying Amount	255,725		259,757
Adoption of Accounting Standards Codification 842 - Leases
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ (1,142)
Recipes
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross	56,117		56,117
Accumulated Amortization	(24,317)		(21,427)
Intangibles subject to amortization, net	31,800		34,690
Covenants not-to-compete
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross	40,799		40,799
Accumulated Amortization	(40,799)		(40,799)
Intangibles subject to amortization, net	0		0
Favorable rental contracts
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross	2,991		2,991
Accumulated Amortization	(1,849)		(1,849)
Intangibles subject to amortization, net	$ 0		$ 1,142
Favorable rental contracts \| Adoption of Accounting Standards Codification 842 - Leases
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross		(1,142)
Intangibles subject to amortization, net		$ (1,100)

GOODWILL & INTANGIBLE ASSETS - Aggregate Amortization Expense (Details) $ in Thousands	Dec. 25, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 2,889
2024	2,813
2025	2,707
2026	2,707
2027	2,707
2028 and thereafter	17,977
Intangibles subject to amortization, net	$ 31,800

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	12 Months Ended
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charges	$ 0	$ 0	$ 0
Fair Value, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value	3,711,000	4,667,000
Fair Value, Recurring \| Cash/money accounts \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value	1,470,000	1,482,000
Fair Value, Recurring \| Mutual Funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, fair value	$ 2,241,000	$ 3,185,000

SUPPLEMENTAL BALANCE SHEET INFORMATION - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Balance Sheet Related Disclosures [Abstract]
Prepaid insurance	$ 1,969	$ 2,869
Prepaid occupancy	504	494
Other prepaid expenses	2,449	2,473
Prepaid expenses	$ 4,922	$ 5,836

SUPPLEMENTAL BALANCE SHEET INFORMATION - Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Balance Sheet Related Disclosures [Abstract]
Salaries, wages, and other compensation	$ 16,699	$ 18,065
Rent and real estate taxes	5,738	5,111
Insurance	2,866	2,572
Interest	2,262	1,597
Sales tax	1,956	1,970
Other accrued expenses	394	157
Accrued expenses	$ 29,915	$ 29,472

DEBT - Summary of Debt (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Debt Instrument [Line Items]
Long-term debt, gross	$ 322,428
Unamortized discount and debt issuance costs	(3,848)	$ (6,599)
Total debt, net	318,580	319,153
Less: current portion	(4,155)	(3,324)
Long-term debt, net	314,425	315,829
Revolving Loans
Debt Instrument [Line Items]
Long-term debt, gross		0
Revolving Loans	0
First Lien Term B-3 Loans
Debt Instrument [Line Items]
Long-term debt, gross	$ 322,428	$ 325,752

- 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)			3 Months Ended	12 Months Ended
DEBT - Narrative (Details)	Oct. 25, 2021 USD ($)	Dec. 06, 2019 USD ($)	Dec. 25, 2022 USD ($)	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)	Aug. 01, 2014 USD ($)
Debt Instrument [Line Items]
Payments of long-term debt				$ 3,324,000	$ 158,324,000	$ 13,324,000
Payment of long-term debt prepayment penalty				0	3,100,000	0
Debt issuance costs		$ 14,500,000
Debt issuance costs, capitalized amount		13,300,000
Debt issuance costs, amount expensed		1,200,000
Loss on debt extinguishment				0	7,265,000	0
Amortization of debt issuance costs				2,000,000	2,100,000	2,200,000
Amortization of debt discount				800,000	1,500,000	1,600,000
Interest expense				27,644,000	39,694,000	$ 45,031,000
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
Revolving loans			$ 0	$ 0	$ 0
Interest rate at period end			3.25%	3.25%	3.25%	3.25%
Commitment fee percentage				0.25%	0.25%	0.25%
Remaining borrowing capacity			$ 45,800,000	$ 45,800,000
Letter of Credit
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity		7,500,000
Revolving loans			$ 4,200,000	$ 4,200,000	$ 4,200,000
Fronting fee, percentage			0.125%	0.125%	0.125%	0.125%
First Lien Term B-3 Loans
Debt Instrument [Line Items]
Aggregate principal amount		$ 332,400,000
Interest rate (as of)				9.57%	6.50%	6.50%
Required payment			$ 800,000
Interest rate, effective percentage			10.39%	10.39%	7.63%	7.38%
First Lien Term B-3 Loans \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest rate spread increase		0.0100
Variable rate		5.50%
First Lien Term B-3 Loans \| Term Loans
Debt Instrument [Line Items]
Aggregate 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]
Aggregate principal amount		$ 155,000,000					$ 80,000,000
Payments of long-term debt	$ 158,100,000
Loss on debt extinguishment					$ 4,200,000
Second Lien Term B-3 Loans \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Interest rate spread increase		0.0150
Variable rate		9.50%

DEBT - Maturities of Long-term Debt (Details) $ in Thousands	Dec. 25, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 4,155
2024	318,273
Long-term debt	$ 322,428

LEASES - Increase Decrease Prior Period Amounts (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 27, 2021	Dec. 26, 2021
Lessee, Lease, Description [Line Items]
Operating lease assets	$ 166,808		$ 0
Short-term operating lease liability	4,849		0
Long-term operating lease liability	200,166		0
Other long-term liabilities	3,291		4,588
Stockholders equity	$ (4,812)		$ (15,950)
Adoption of Accounting Standards Codification 842 - Leases
Lessee, Lease, Description [Line Items]
Operating lease assets		$ 162,810
Intangible assets, net		(1,142)
Short-term operating lease liability		4,405
Deferred rent		(32,174)
Long-term operating lease liability		189,682
Other long-term liabilities		(461)
Stockholders equity		461
Write off of deferred gain		$ 500

LEASES - Narrative (Details) $ in Millions	12 Months Ended
LEASES - Narrative (Details) $ in Millions	Dec. 25, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease renewal option	5 years
Lease payment for option to extend	$ 347.9
Lease minimum payments	$ 11.8
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term	10 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term	20 years

LEASES - Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Leases [Abstract]
Operating lease assets	$ 166,808	$ 0
Current lease liabilities	4,849	0
Non-current lease liabilities	200,166	$ 0
Right-of-use assets	$ 205,015

LEASES - Components of Lease Expense (Details) $ in Thousands	12 Months Ended
	Dec. 25, 2022 USD ($)
Leases [Abstract]
Operating lease cost	$ 25,735
Short-term operating lease cost	698
Variable lease cost	3,604
Operating leases	$ 30,037

LEASES - Summary of Lease Terms and Discount Rates (Details)	Dec. 25, 2022
Leases [Abstract]
Weighted-average remaining lease term (years)	25 years
Weighted-average discount rate	9.80%

LEASES - Supplemental Cash Flow Information (Details) $ in Thousands	12 Months Ended
	Dec. 25, 2022 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	$ 10,682

LEASES - Summary of Maturity Analysis of Lease Liabilities (Details) $ in Thousands	Dec. 25, 2022 USD ($)
Leases [Abstract]
2023	$ 22,914
2024	22,837
2025	22,893
2026	22,971
2027	22,222
Thereafter	516,959
Total lease payments	630,796
Less: imputed interest	(425,781)
Total operating lease liabilities	$ 205,015

LEASES - Summary of Rent Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 26, 2021	Dec. 27, 2020
Leases [Abstract]
Minimum rentals	$ 22,363	$ 19,787
Contingent rentals	679	486
Total rental expense	$ 23,042	$ 20,273

LEASES - Future Minimum Rental Payments (Details) $ in Thousands	Dec. 26, 2021 USD ($)
Leases [Abstract]
2022	$ 20,298
2023	20,784
2024	21,099
2025	20,969
2026	21,254
Thereafter	508,217
Total minimum payments required	$ 612,621

STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands		2 Months Ended	3 Months Ended		12 Months Ended
	Oct. 25, 2021 USD ($) $ / shares shares	Dec. 26, 2021 USD ($) $ / shares shares	Dec. 25, 2022 vote $ / shares shares	Sep. 25, 2022 $ / shares shares	Dec. 25, 2022 USD ($) vote $ / shares shares	Dec. 26, 2021 USD ($) $ / shares shares	Dec. 27, 2020 USD ($) shares	Dec. 29, 2019 shares
Temporary Equity [Line Items]
Preferred stock, shares authorized (in shares)		10,000,000	10,000,000		10,000,000	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.01	$ 0.01		$ 0.01	$ 0.01
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 20.00
Payments for in-process equity financings (offering costs) \| $					$ 771	$ 6,279	$ 0
IPO
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)	23,310,810
Proceeds from stock offering \| $	$ 430,000
Payments for in-process equity financings (offering costs) \| $	29,100	$ 29,100
Offering expenses \| $	$ 7,100	$ 7,100
Over-Allotment Option
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)	3,040,540
Class A Common Stock
Temporary Equity [Line Items]
Common units authorized (in shares)		380,000,000	380,000,000		380,000,000	380,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.01	$ 0.01		$ 0.01	$ 0.01
Shares To Limited Liability Unit Required Ratio			1		1
Number of votes per share \| vote			1		1
Conversion ratio					1
Common units outstanding (in shares)		35,807,171	48,420,723		48,420,723	35,807,171
Class A Common Stock \| Pre-IPO LLC Members
Temporary Equity [Line Items]
Common units outstanding (in shares)			8,266,062		8,266,062
Class A Common Stock \| Portillo's OpCo
Temporary Equity [Line Items]
Ownership %		50.10%	67.00%		67.00%	50.10%
Class A Common Stock \| Secondary Offering
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)			8,000,000	8,066,458
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 22.69	$ 23.75	$ 22.69
Class A Common Stock \| Secondary Offering \| Pre-IPO LLC Members
Temporary Equity [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares)			2,106,400	2,123,899
Class A Common Stock \| Common Stock
Temporary Equity [Line Items]
Effect of the Transactions (in shares)		12,496,361
Redemption of LLC Interests in connection with the secondary offering (in shares)					11,836,159
Issuance of common units (in shares)		23,310,810
Common units outstanding (in shares)		35,807,171	48,420,723		48,420,723	35,807,171	0	0
Activity under stock compensation plans (in shares)					777,393
Class B Common Stock
Temporary Equity [Line Items]
Common units authorized (in shares)		50,000,000	50,000,000		50,000,000	50,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.00001	$ 0.00001		$ 0.00001	$ 0.00001
Shares To Limited Liability Unit Required Ratio			1		1
Number of votes per share \| vote			1		1
Common units outstanding (in shares)		35,673,321	23,837,162		23,837,162	35,673,321
Class B Common Stock \| Pre-IPO LLC Members
Temporary Equity [Line Items]
Common units outstanding (in shares)			23,837,162		23,837,162
Class B Common Stock \| Portillo's OpCo
Temporary Equity [Line Items]
Ownership %		49.90%	33.00%		33.00%	49.90%
Class B Common Stock \| Secondary Offering
Temporary Equity [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares)			5,893,000	5,942,559
Class B Common Stock \| Common Stock
Temporary Equity [Line Items]
Effect of the Transactions (in shares)		35,673,321
Redemption of LLC Interests in connection with the secondary offering (in shares)					(11,836,159)
Common units outstanding (in shares)		35,673,321	23,837,162		23,837,162	35,673,321	0	0
LLC Interests \| Secondary Offering
Temporary Equity [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares)			5,893,000	5,942,559
Issuance of common units (in shares)			5,893,000	5,942,559

NON-CONTROLLING INTERESTS - Narrative (Details) - shares	3 Months Ended		12 Months Ended
	Dec. 25, 2022	Sep. 25, 2022	Dec. 25, 2022
LLC Interests \| Secondary Offering
Noncontrolling Interest [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares)	5,893,000	5,942,559
Issuance of common units (in shares)	5,893,000	5,942,559
Portillo's OpCo
Noncontrolling Interest [Line Items]
Weighted average ownership percentage			45.80%

NON-CONTROLLING INTERESTS - Schedule of LLC interest Ownership by Portillo's Inc. and Pre-IPO LLC Members (Details) - shares	Dec. 25, 2022	Dec. 26, 2021
Portillo's OpCo
Noncontrolling Interest [Line Items]
Total	100.00%	100.00%
Common Stock
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	72,257,885	71,480,492
Class A Common Stock \| Portillo's OpCo
Noncontrolling Interest [Line Items]
Ownership %	67.00%	50.10%
Class A Common Stock \| Common Stock
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	48,420,723	35,807,171
Class B Common Stock \| Portillo's OpCo
Noncontrolling Interest [Line Items]
Ownership %	33.00%	49.90%
Class B Common Stock \| Common Stock
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	23,837,162	35,673,321

NON-CONTROLLING INTERESTS - Changes in Ownership in Portillo's OpCo on the Company’s Equity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Noncontrolling Interest [Abstract]
Net income attributable to Portillo's Inc.	$ 10,851	$ (15,184)	$ (8,261)
Activity under equity-based compensation plans	(606)
Non-controlling interest adjustments, including the secondary offerings	89,374
Redemption of LLC Units in connection with the secondary offerings	(118)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(23,662)
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$ 75,839

- 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 - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended
	Dec. 23, 2022 $ / shares shares	Dec. 26, 2021 USD ($) $ / shares shares	Dec. 25, 2022 USD ($) tranche $ / shares shares	Dec. 26, 2021 USD ($) $ / shares shares	Dec. 27, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price \| $ / shares	$ 17.19		$ 17.19
Equity-based compensation expense			$ 16,137	$ 30,708	$ 960
Noncash compensation expense			16,137	$ 29,389	$ 960
Share-based cost not yet recognized, amount			$ 6,500
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued per vested unit			1
Share-based compensation not yet recognized, amount			$ 10,300
Weighted-average period for recognition			1 year 10 months 24 days
Granted (in shares) \| shares			75,000
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares	57,870
RSAs \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Award vesting rights, percentage	50.00%
RSAs \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Award vesting rights, percentage	50.00%
Shares subject to performance conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation not yet recognized, amount			$ 8,700
Weighted-average period for recognition			2 years 10 months 24 days
Granted (in shares) \| shares			68,000
Share Price \| $ / shares		$ 20.00	$ 22.19	$ 20.00
Tranches based on stock performance conditions \| tranche			3
Termination period			10 years
Weighted average remaining term, outstanding			8 years 10 months 24 days	0 years
Weighted Average Remaining Term, Exercisable			0 years
Shares subject to performance conditions \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Award vesting rights, percentage			33.00%
Number of trading days used to calculate volume-weighted average price			20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares			$ 30.00
Threshold volume-weighted average price as a percent of IPO price			150.00%
Shares subject to performance conditions \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Award vesting rights, percentage			33.00%
Number of trading days used to calculate volume-weighted average price			20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares			$ 40.00
Threshold volume-weighted average price as a percent of IPO price			200.00%
Shares subject to performance conditions \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
Award vesting rights, percentage			33.00%
Number of trading days used to calculate volume-weighted average price			20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares			$ 50.00
Threshold volume-weighted average price as a percent of IPO price			250.00%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
Weighted-average period for recognition			1 year 10 months 24 days
Termination period			10 years
Equity-based compensation expense				$ 1,300
Noncash compensation expense				$ 26,200
Payments of option substitution bonus		$ 6,600
Employee stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for issuance (in shares) \| shares			242,882
Options authorized (in shares) \| shares			250,000
Shares issued (in shares) \| shares			6,831
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for issuance (in shares) \| shares		7,100,000		7,100,000

EQUITY-BASED COMPENSATION - Restricted Stock Units and Performance Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
RSUs
Number of Awards:
Outstanding, beginning of the period (in shares)	883
Granted (in shares)	75
Vested (in shares)	(277)
Forfeited (in shares)	(71)
Outstanding, end of the period (in shares)	610	883
Weighted-average grant date fair value per share
Non-vested RSUs at the beginning of the period (in dollars per share)	$ 20.00
Granted (in dollars per share)	24.08
Vested (in dollars per share)	20.04
Forfeited (in dollars per share)	20.01
Non-vested RSUs at the end of the period (in dollars per share)	$ 20.48	$ 20.00
Shares subject to performance conditions
Number of Awards:
Outstanding, beginning of the period (in shares)	1,794
Granted (in shares)	68
Exercised (in shares)	0
Forfeited (in shares)	(55)
Expired (in shares)	0
Outstanding, end of the period (in shares)	1,807	1,794
Exercisable (in shares)	0
Vested and expected to vest (in shares)	1,565
Weighted-average grant date fair value per share
Non-vested RSUs at the beginning of the period (in dollars per share)	$ 20.00
Granted (in dollars per share)	22.19
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	20.00
Expired (in dollars per share)	0
Non-vested RSUs at the end of the period (in dollars per share)	20.08	$ 20.00
Exercisable (in dollars per share)	0
Vested and expected to vest (in dollars per share)	$ 20.08
Weighted Average Remaining Term, Outstanding	8 years 10 months 24 days	0 years
Weighted Average Remaining Term, Vested and expected to vest	8 years 10 months 24 days
Aggregate Intrinsic Value, Outstanding	$ 0
Aggregate Intrinsic Value, Exercisable	0
Aggregate Intrinsic Value, Vested and expected to vest	$ 0

EQUITY-BASED COMPENSATION - Schedule of Fair Value and Weighted Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Dec. 23, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share)	$ 17.19			$ 17.19
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)	$ 14.98
Risk-free interest rate	4.45%
Expected life (years)	1 year 6 months
Volatility	34.40%
Shares subject to performance conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)	$ 7.93	$ 7.58
Stock price (in dollars per share)	$ 22.19	$ 20.00
Risk-free interest rate	3.37%	0.93%
Expected life (years)	3 years 2 months 12 days	4 years
Volatility	51.90%	54.40%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)		$ 2.16	$ 3.40
Risk-free interest rate		1.21%	1.86%
Expected life (years)		6 years 6 months	6 years 6 months
Volatility		54.70%	43.80%

EQUITY-BASED COMPENSATION - Summary of Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Options
Outstanding, beginning balance (in shares)	6,426
Granted (in shares)	0
Exercised (in shares)	(582)
Forfeited (in shares)	(14)
Expired (in shares)	0
Outstanding, ending balance (in shares)	5,830
Vested, end of period (in shares)	4,823
Vested and expected to vest, end of period (in shares)	5,770
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 4.60	$ 4.53
Granted (in dollars per share)	0
Exercised (in dollars per share)	3.78
Forfeited (in dollars per share)	5.63
Expired (in dollars per share)	0
Outstanding, ending balance (in dollars per share)	4.60
Vested, end of period (in dollars per share)	4.50
Vested and expected to vest, end of period (in dollars per share)	$ 4.59
Options outstanding, weighted average remaining contractual term	4 years 7 months 6 days
Options vested, weighted average remaining contractual term	4 years 1 month 6 days
Options vested and expected to vest, weighted average remaining contractual term	4 years 7 months 6 days
Options outstanding, intrinsic value	$ 73,416
Options vested, intrinsic value	61,187
Options vested and expected to vest, intrinsic value	$ 72,681

EQUITY-BASED COMPENSATION - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 16,137	$ 30,708	$ 960
Labor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	1,448	561	0
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 14,689	$ 30,147	$ 960

INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Current income taxes:
Federal	$ 0	$ 0
State and local	3	1
Total current income taxes	3	1
Deferred income taxes:
Federal	(178)	(2,653)
State and local	1,998	(879)
Total deferred income taxes	1,820	(3,532)	$ 0
Income tax expense (benefit)	$ 1,823	$ (3,531)	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Reconciliation of Effective Tax Rates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Effective Income Tax Rate Reconciliation, Amount
Expected U.S. federal income taxes at statutory rate	$ 3,986	$ (3,559)
State and local income taxes, net of federal benefit	3,217	(878)
Non-deductible expenses	(369)	0
Non-controlling interest	(1,312)	4,076
LLC flow-through structure	(2,849)	(4,608)
Change in valuation allowance	(1,923)	0
Other	1,073	1,438
Income tax expense (benefit)	$ 1,823	$ (3,531)	$ 0
Effective Income Tax Rate Reconciliation, Percent
Expected U.S. federal income taxes at statutory rate	21.00%	21.00%
State and local income taxes, net of federal benefit	16.90%	5.20%
Non-deductible expenses	(1.90%)	0.00%
Non-controlling interest	(6.90%)	(24.00%)
LLC flow-through structure	(15.00%)	27.20%
Change in valuation allowance	(10.10%)	0.00%
Others, net	5.60%	(8.50%)
Total	9.60%	20.90%

INCOME TAXES - Narrative (Details) - USD ($)		12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Oct. 25, 2021	Dec. 25, 2022	Dec. 26, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate		9.60%	20.90%
Expected U.S. federal income taxes at statutory rate		21.00%	21.00%
Investment in partnership		$ 79,181,000	$ 67,865,000
Deferred tax assets, tax receivable agreement		58,281,000	30,910,000
Valuation allowance		11,349,000	38,415,000
Unrecognized tax benefits		0	0
Tax receivable agreement liability		$ 252,800,000
Tax payable as a percent of tax savings	85.00%	85.00%
Tax savings retained, percent	15.00%	15.00%
Operating Loss Carryforwards		$ 19,800,000	12,800,000
Current portion of Tax Receivable Agreement liability		$ 813,000	$ 0

INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Deferred tax assets:
Investment in partnership	$ 79,181	$ 67,865
Tax Receivable Agreement	58,281	30,910
Net operating loss carryforwards	19,833	12,806
Other assets	4,551	1,289
Total gross deferred tax assets	161,846	112,870
Valuation allowance	(11,349)	(38,415)
Net deferred tax assets	$ 150,497	$ 74,455

EARNINGS (LOSS) PER SHARE- Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 25, 2021	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Class of Stock [Line Items]
Net income (loss) attributable to common unit holders		$ 17,157	$ (34,592)	$ (8,261)
Net income (loss) attributable to non-controlling interests		6,306	(19,408)	0
NET INCOME (LOSS) ATTRIBUTABLE TO PORTILLO'S INC.		$ 10,851	$ (15,184)	$ (8,261)
Shares:
Weighted average number of common shares outstanding - basic (in shares)		38,902,259	35,807,171	51,189,017
Dilutive unit awards (in shares)		3,814,000	0	0
Weighted average number of common shares outstanding - diluted (in shares)		42,715,977	35,807,171	51,189,017
Basic net income per share attributable to Portillo's Inc. (in dollars per share)		$ 0.28	$ (0.42)	$ (0.16)
Diluted net income per share attributable to Portillo's Inc. (in dollars per share)		$ 0.25	$ (0.42)	$ (0.16)
Total shares excluded from diluted loss per share (in shares)		1,807,000	1,224,000	679,000
IPO
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	23,310,810

EARNINGS (LOSS) PER SHARE - Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted loss per share (in shares)	1,807	1,224	679
Shares subject to performance conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted loss per share (in shares)	1,807	1,224	318
Share that were antidilutive
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted loss per share (in shares)	0	0	361

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($)				3 Months Ended	12 Months Ended
	Oct. 25, 2021	Oct. 20, 2021	Aug. 13, 2021	Dec. 26, 2021	Dec. 25, 2022	Dec. 26, 2021
Related Party Transaction [Line Items]
Tax payable as a percent of tax savings	85.00%				85.00%
Tax receivable agreement amount paid					$ 0	$ 0
Portillos Inc \| Berkshire Partners L L C
Related Party Transaction [Line Items]
Ownership %					42.80%
Options
Related Party Transaction [Line Items]
Payments of option substitution bonus				$ 6,600,000
Equity Method Investee \| C&O
Related Party Transaction [Line Items]
Accounts receivable, related parties				400,000	$ 300,000	400,000
CEO
Related Party Transaction [Line Items]
Common units issued (in shares)					195,933
Subscription receivable					$ 1,000,000
Proceeds from subscriptions received			$ 200,000
Director
Related Party Transaction [Line Items]
Accounts payable, related parties				$ 0	$ 200,000	$ 0
Director \| Options
Related Party Transaction [Line Items]
Payments of option substitution bonus		$ 100,000

RELATED PARTY TRANSACTIONS - Olo-related Costs (Details) - Director - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Related Party Transaction [Line Items]
Related party expenses	$ 2,451	$ 1,102	$ 1,272
Cost of goods sold, excluding depreciation and amortization
Related Party Transaction [Line Items]
Related party expenses	2,008	633	731
Other operating expenses
Related Party Transaction [Line Items]
Related party expenses	$ 443	$ 469	$ 541

RELATED PARTY TRANSACTIONS - Tax Receivable Agreement (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Related Party Transactions [Abstract]
Current portion of Tax Receivable Agreement liability	$ 813	$ 0
Tax Receivable Agreement liability	$ 252,003	$ 156,638

SUBSEQUENT EVENTS (Details)		2 Months Ended
SUBSEQUENT EVENTS (Details)	Feb. 28, 2023 USD ($)	Mar. 02, 2023 restaurant	Feb. 02, 2023 USD ($)	Dec. 25, 2022 USD ($) restaurant	Dec. 26, 2021 USD ($) restaurant	Dec. 06, 2019 USD ($)
Subsequent Event [Line Items]
Number of restaurants \| restaurant				71	68
First Lien Term B-3 Loans
Subsequent Event [Line Items]
Aggregate principal amount						$ 332,400,000
Revolving Loans
Subsequent Event [Line Items]
Line of credit maximum borrowing capacity						30,000,000
Letter of credit				$ 0	$ 0
Remaining borrowing capacity				45,800,000
Letter of Credit
Subsequent Event [Line Items]
Line of credit maximum borrowing capacity						$ 7,500,000
Letter of credit				$ 4,200,000	$ 4,200,000
Subsequent Event
Subsequent Event [Line Items]
Number of new restaurants \| restaurant		3
Number of restaurants \| restaurant		74
Subsequent Event \| New Credit Agreement
Subsequent Event [Line Items]
Letter of credit			$ 315,000,000
Subsequent Event \| Term Loans
Subsequent Event [Line Items]
Aggregate principal amount			300,000,000
Subsequent Event \| Term Loans \| New Credit Agreement
Subsequent Event [Line Items]
Letter of credit			300,000,000
Subsequent Event \| Revolving Loans
Subsequent Event [Line Items]
Aggregate principal amount			100,000,000
Subsequent Event \| Revolving Loans \| First Lien Term B-3 Loans
Subsequent Event [Line Items]
Line of credit maximum borrowing capacity			50,000,000
Letter of credit	$ 10,000,000
Payments	5,000,000
Subsequent Event \| Revolving Loans \| New Credit Agreement
Subsequent Event [Line Items]
Letter of credit			15,000,000
Remaining borrowing capacity	$ 85,600,000		80,600,000
Subsequent Event \| Letter of Credit \| New Credit Agreement
Subsequent Event [Line Items]
Letter of credit			$ 4,400,000

Schedule II: Valuation and Qualifying Accounts (Details) - Deferred tax asset valuation allowance - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Movement in Valuation Allowances and Reserves
Balance at beginning of period	$ 38,415	$ 0
Charged to costs and expenses	2,277	1,904
Charged to other accounts	0	36,511
Reductions	29,343	0
Balance at end of period	$ 11,349	$ 38,415

Label	Element	Value
Preferred Stock, Accretion of Redemption Discount	us-gaap_PreferredStockAccretionOfRedemptionDiscount	$ 21,176,000
Adjustments to Additional Paid in Capital, Allocation of Equity Reverse Recapitalization	ptlo_AdjustmentsToAdditionalPaidInCapitalAllocationOfEquityReverseRecapitalization	0
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	100,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	372,891,000
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	125,000
Common Stock, Shares Subscribed But Unissued, Repayment Of Subscription Receivable	ptlo_CommonStockSharesSubscribedButUnissuedRepaymentOfSubscriptionReceivable	499,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	492,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	28,897,000
Adjustment To Additional Paid-In Capital, Deferred Tax Adjustment Under Tax Receivable Agreement	ptlo_AdjustmentToAdditionalPaidInCapitalDeferredTaxAdjustmentUnderTaxReceivableAgreement	85,715,000
Noncontrolling Interest [Member]
Adjustments to Additional Paid in Capital, Allocation of Equity Reverse Recapitalization	ptlo_AdjustmentsToAdditionalPaidInCapitalAllocationOfEquityReverseRecapitalization	185,980,000
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	71,150,000
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest	(19,408,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	14,420,000
Members Equity [Member]
Preferred Stock, Accretion of Redemption Discount	us-gaap_PreferredStockAccretionOfRedemptionDiscount	21,176,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	100,000
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	(142,566,000)
Common Stock, Shares Subscribed But Unissued, Repayment Of Subscription Receivable	ptlo_CommonStockSharesSubscribedButUnissuedRepaymentOfSubscriptionReceivable	499,000
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest	21,942,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	492,000
Additional Paid-in Capital [Member]
Adjustments to Additional Paid in Capital, Allocation of Equity Reverse Recapitalization	ptlo_AdjustmentsToAdditionalPaidInCapitalAllocationOfEquityReverseRecapitalization	(185,980,000)
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	372,658,000
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	71,416,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	14,477,000
Adjustment To Additional Paid-In Capital, Deferred Tax Adjustment Under Tax Receivable Agreement	ptlo_AdjustmentToAdditionalPaidInCapitalDeferredTaxAdjustmentUnderTaxReceivableAgreement	85,715,000
Retained Earnings [Member]
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest	(15,950,000)
Common Class A [Member] \| Common Stock [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	233,000
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	$ 125,000