0001871509-23-000054 | 10-Q | XBRL Viewer

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COVER PAGE - shares	3 Months Ended
COVER PAGE - shares	Mar. 26, 2023	Apr. 27, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 26, 2023
Document Transition Report	false
Entity File Number	001-40951
Entity Registrant Name	PORTILLO'S INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1104304
Entity Address, Address Line One	2001 Spring Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	630
Local Phone Number	954-3773
Title of 12(b) Security	Class A common stock, $0.01 par value per share
Trading Symbol	PTLO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		55,001,124
Entity Central Index Key	0001871509
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Mar. 26, 2023	Dec. 25, 2022
CURRENT ASSETS:
Cash and cash equivalents and restricted cash	$ 14,611	$ 44,427
Accounts receivable	10,129	8,590
Inventory	5,259	7,387
Prepaid expenses	5,879	4,922
Total current assets	35,878	65,326
Property and equipment, net	237,216	227,036
Operating lease assets	173,414	166,808
Goodwill	394,298	394,298
Trade names	223,925	223,925
Other intangible assets, net	31,078	31,800
Equity method investment	16,238	16,274
Deferred tax assets	185,943	150,497
Other assets	3,713	4,119
Total other assets	855,195	820,913
TOTAL ASSETS	1,301,703	1,280,083
CURRENT LIABILITIES:
Accounts payable	22,130	30,273
Current portion of long-term debt	7,500	4,155
Current portion of Tax Receivable Agreement liability	6,309	813
Short-term debt	10,000	0
Current deferred revenue	5,120	7,292
Short-term operating lease liability	5,088	4,849
Accrued expenses	27,592	29,915
Total current liabilities	83,739	77,297
LONG-TERM LIABILITIES:
Long-term debt, net of current portion	288,979	314,425
Tax Receivable Agreement liability	292,490	252,003
Long-term operating lease liability	210,682	200,166
Other long-term liabilities	2,827	3,291
Total long-term liabilities	794,978	769,885
Total liabilities	878,717	847,182
COMMITMENTS AND CONTINGENCIES (NOTE 14)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, none issued or outstanding	0	0
Additional paid-in-capital	294,984	260,664
Accumulated deficit	(5,326)	(4,812)
Total stockholders' equity attributable to Portillo's Inc.	290,203	256,336
Non-controlling interest	132,783	176,565
Total stockholders' equity	422,986	432,901
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	1,301,703	1,280,083
Class A Common Stock
STOCKHOLDERS' EQUITY:
Common stock	545	484
Class B Common Stock
STOCKHOLDERS' EQUITY:
Common stock	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 26, 2023	Dec. 25, 2022
Preferred stock, par value (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in usd per share)	$ 0.01	$ 0.01
Common stock authorized (in shares)	380,000,000	380,000,000
Common stock issued (in shares)	54,467,951	48,420,723
Common stock outstanding (in shares)	54,467,951	48,420,723
Class B Common Stock
Common stock, par value (in usd per share)	$ 0.00001	$ 0.00001
Common stock authorized (in shares)	50,000,000	50,000,000
Common stock issued (in shares)	17,943,562	23,837,162
Common stock outstanding (in shares)	17,943,562	23,837,162

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022
Income Statement [Abstract]
REVENUES, NET	$ 156,061	$ 134,482
Restaurant operating expenses:
Cost of goods sold, excluding depreciation and amortization	53,626	46,266
Labor	40,459	37,313
Occupancy	8,451	7,755
Other operating expenses	18,704	15,165
Total restaurant operating expenses	121,240	106,499
General and administrative expenses	18,778	15,687
Pre-opening expenses	2,344	556
Depreciation and amortization	5,670	5,205
Net income attributable to equity method investment	(207)	(123)
Other income, net	(257)	(156)
OPERATING INCOME	8,493	6,814
Interest expense	7,444	6,099
Tax Receivable Agreement Liability adjustment	(584)	0
Loss on debt extinguishment	3,465	0
(LOSS) INCOME BEFORE INCOME TAXES	(1,832)	715
Income tax (benefit) expense	(559)	165
NET (LOSS) INCOME	(1,273)	550
Net (loss) income attributable to non-controlling interests	(759)	356
NET (LOSS) INCOME ATTRIBUTABLE TO PORTILLO'S INC.	$ (514)	$ 194
Net (loss) income per common share attributable to Portillo's Inc.:
Basic (in usd per share)	$ (0.01)	$ 0.01
Diluted (in usd per share)	$ (0.01)	$ 0.00
Weighted-average common shares outstanding:
Basic (in shares)	49,599,074	35,807,171
Diluted (in shares)	49,599,074	39,944,086

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-Controlling Interest
Beginning balance (in shares) at Dec. 26, 2021				35,807,171	35,673,321
Beginning balance at Dec. 26, 2021	$ 423,406			$ 358	$ 0	$ 186,856	$ (15,950)	$ 252,142
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (loss)	550						194	356
Equity-based compensation	3,785					1,896		1,889
Ending balance (in shares) at Mar. 27, 2022				35,807,171	35,673,321
Ending balance at Mar. 27, 2022	427,741			$ 358	$ 0	188,752	(15,756)	254,387
Beginning balance (in shares) at Dec. 25, 2022		48,420,723	23,837,162	48,420,723	23,837,162
Beginning balance at Dec. 25, 2022	432,901			$ 484	$ 0	260,664	(4,812)	176,565
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (loss)	(1,273)						(514)	(759)
Equity-based compensation	3,537					2,425		1,112
Activity under equity-based compensation plans (in shares)				153,628
Activity under equity-based compensation plans	713			$ 2		711
Redemption of LLC Units in connection with the secondary offering (in shares)			5,893,600	5,893,600	(5,893,600)
Redemption of LLC Units in connection with the secondary offering	0			$ 59		(59)
Non-controlling interest adjustment	0					43,736		(43,736)
Distributions paid to non-controlling interest holders	(399)							(399)
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(12,493)					(12,493)
Ending balance (in shares) at Mar. 26, 2023		54,467,951	17,943,562	54,467,951	17,943,562
Ending balance at Mar. 26, 2023	$ 422,986			$ 545	$ 0	$ 294,984	$ (5,326)	$ 132,783

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (1,273)	$ 550
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	5,670	5,205
Amortization of debt issuance costs and discount	431	621
Loss on sales of assets	118	22
Equity-based compensation	3,537	3,785
Deferred rent and tenant allowance	0	1,253
Deferred income tax (benefit) expense	(559)	165
Tax Receivable Agreement Liability adjustment	(584)	0
Amortization of deferred lease incentives	0	(105)
Gift card breakage	(329)	(293)
Loss on debt extinguishment	3,465	0
Changes in operating assets and liabilities:
Accounts receivable	499	1,816
Receivables from related parties	(101)	(8)
Inventory	2,128	931
Other current assets	(957)	(319)
Operating lease assets	2,081	0
Accounts payable	(3,160)	(3,708)
Accrued expenses and other liabilities	(4,513)	(9,745)
Operating lease liabilities	(798)	0
Deferred lease incentives	850	600
Other assets and liabilities	(19)	30
NET CASH PROVIDED BY OPERATING ACTIVITIES	6,486	800
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(20,216)	(6,279)
Proceeds from the sale of property and equipment	26	0
NET CASH USED IN INVESTING ACTIVITIES	(20,190)	(6,279)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term debt, net	10,000	0
Proceeds from long-term debt	300,000	0
Payments of long-term debt	(322,428)	(831)
Proceeds from equity offering, net of underwriting discounts	166,400	0
Repurchase of outstanding equity / Portillo's OpCo units	(166,400)	0
Proceeds from stock option exercises	590	0
Employee withholding taxes related to net settled equity awards	(19)	0
Proceeds from Employee Stock Purchase Plan purchases	127	0
Payments of Tax Receivable Agreement liability	(813)	0
Payment of deferred financing costs	(3,569)	0
Payment of initial public offering issuance costs	0	(771)
NET CASH USED IN FINANCING ACTIVITIES	(16,112)	(1,602)
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(29,816)	(7,081)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD	44,427	39,263
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD	14,611	32,182
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	5,703	5,356
Income tax paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditures	4,852	1,626
Establishment of liabilities under Tax Receivable Agreement	$ 47,380	$ 0

DESCRIPTION OF BUSINESS	3 Months Ended
DESCRIPTION OF BUSINESS	Mar. 26, 2023
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. The Company operates fast-casual restaurants in 10 states, along with two food production commissaries in Illinois. As of March 26, 2023 and December 25, 2022, the Company had 74 and 71 restaurants in operation, respectively, excluding a restaurant owned by C&O Chicago, LLC ("C&O"), of which Portillo's owns 50% of the equity. The Company also had two non-traditional locations in operation as of March 26, 2023 and December 25, 2022. 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 additionally has a 50% interest in a single restaurant owned by C&O. The Company’s principal corporate offices are located in Oak Brook, Illinois. Secondary Offerings In the first quarter of 2023, the Company completed a secondary offering of 8,000,000 shares of the Company's Class A common stock at an offering price of $21.05 per share (the "Q1 Secondary Offering"). The Company granted Morgan Stanley & Co. LLC, the underwriter (the "Underwriter"), a 30-day option to purchase up to an additional 1,200,000 shares of Class A common stock. On April 5, 2023, the Underwriter exercised its overallotment option in part, to purchase an additional 620,493 shares of the Company's Class A common stock (see Note 16. Subsequent Events for additional details). We used all of the net proceeds from the Q1 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 entities treated as corporations for U.S. tax purposes that held LLC Units prior to the Transactions ("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 Q1 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 5,893,600 LLC Units held by the pre-IPO LLC Members. In connection with the redemption, 5,893,600 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled and the Company received 5,893,600 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 third and fourth quarters of 2022, the Company completed two secondary offerings of 8,066,458 shares (including 66,458 shares sold to the underwriters pursuant to their overallotment option) and 8,000,000 shares, respectively, of the Company's Class A common stock at an offering price of $23.75 and $22.69, respectively, per share. As of March 26, 2023, the Company owns 75.2% of Portillo's OpCo and the pre-IPO LLC Members own the remaining 24.8% of Portillo's OpCo.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Mar. 26, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 25, 2022. 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 condensed consolidated financial statements, and therefore, does not separately present a statement of comprehensive income (loss). Segment Reporting The Company owns and operates fast-casual restaurants in the United States, along with two food production commissaries in Illinois. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer ("CEO"). The CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis. The Company has one operating segment and one reportable segment. Fiscal Year The Company uses a 52- or 53-week fiscal year ending on the Sunday prior to or on 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 2023 and 2022 consist of 53 and 52 weeks, respectively. The fiscal periods presented in this report are the quarters ended March 26, 2023 and March 27, 2022, respectively. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the period. Actual results could differ from those estimates. Recently Adopted 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. 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. 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 condensed 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 condensed consolidated statement of operations, cash flows and overall liquidity. See Note 9. Leases for additional information. 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 condensed consolidated financial statements.

REVENUE RECOGNITION

3 Months Ended

Mar. 26, 2023

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.

Delivery sales are generally fulfilled by third-party delivery partners whether ordered through the Portillo's app and website ("Dispatch Sales") or through third-party delivery partners ("Marketplace Sales"). Dispatch Sales include delivery and service fees as the Company controls the delivery. Revenue from Dispatch Sales is recognized when food is delivered to the customer. For these sales, the Company receives payment directly from the customer at the time of sale. Revenue for Marketplace Sales is recognized in the amount paid to the delivery partner by the customer for food and excludes delivery and service fees charged by the third-party delivery partner as the Company does not control the delivery. Revenue from Marketplace Sales is recognized when food is delivered to the customer. For these sales, the Company receives payment from the delivery partner subsequent to the transfer of order, which is generally paid one week in arrears. For all delivery sales of food, the Company is considered the principal and recognizes revenue on a gross basis.

The Company sells gift cards which do not have expiration dates. The Company records the sale of the gift card as a contract liability and recognizes revenue from gift cards when: (i) the gift card is redeemed by the customer; or (ii) in the event a gift card is not expected to be redeemed, in proportion to the pattern of rights exercised by the customer (gift card breakage). The Company has determined that 11% of gift card sales will not be redeemed and will be retained by us based on a portfolio assessment of historical data on gift card redemption patterns. Gift card breakage is recorded within revenues, net in the condensed consolidated statements of operations. The Company recognized gift card breakage of $0.3 million for the quarters ended March 26, 2023 and March 27, 2022.

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


	March 26, 2023		December 25, 2022
Gift card liability	$	5,068	$	6,988

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


	Quarter Ended
		March 26, 2023		March 27, 2022
Revenue recognized from gift card liability balance at the beginning of the year		$	1,937	$	1,806

- 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

3 Months Ended

Mar. 26, 2023

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIESInventories consisted of the following (in thousands):


	March 26, 2023		December 25, 2022
Raw materials	$	3,338	$	5,722
Work in progress	121		104
Finished goods	962		876
Consigned inventory	838		685
	$	5,259	$	7,387

PROPERTY & EQUIPMENT, NET

3 Months Ended

Mar. 26, 2023

Property, Plant and Equipment [Abstract]

PROPERTY & EQUIPMENT, NET

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


	March 26, 2023		December 25, 2022
Land improvements	$	16,456	$	16,369
Furniture, fixtures, and equipment	133,887		126,130
Leasehold improvements	172,337		153,341
Transportation equipment	2,573		2,281
Construction-in-progress	23,149		35,386
	348,402		333,507
Less accumulated depreciation	(111,186)		(106,471)
	$	237,216	$	227,036

Depreciation expense was $5.0 million and $4.4 million for the quarters ended March 26, 2023 and March 27, 2022, respectively, and is included in depreciation and amortization in the condensed consolidated statements of operations.

GOODWILL & INTANGIBLE ASSETS

3 Months Ended

Mar. 26, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL & INTANGIBLE ASSETS

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

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


	March 26, 2023

	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		(25,039)		31,078

	$	280,042	$	(25,039)	$	255,003


	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

Amortization expense was $0.7 million and $0.8 million for the quarters ended March 26, 2023 and March 27, 2022, respectively, and is included in depreciation and amortization in the condensed consolidated statements of operations.

The estimated aggregate amortization expense related to intangible assets held at March 26, 2023 for the remainder of this year and the succeeding five years and thereafter is as follows (in thousands):


	Estimated Amortization
2023 (excluding the quarter ending March 26, 2023)	$	2,167
2024	2,813
2025	2,707
2026	2,707
2027	2,707
2028	2,707
2029 and thereafter	15,270
	$	31,078

FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 26, 2023

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, 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 March 26, 2023 and December 25, 2022, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	March 26, 2023		December 25, 2022
	Level 1			Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	975		$	1,470
Mutual funds	2,430			2,241
Total assets	$	3,405		$	3,711

As of March 26, 2023 and December 25, 2022, 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 8. Debt for additional information relating to the fair value of the Company's outstanding debt instruments.

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

Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, net, 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 quarters ended March 26, 2023 and March 27, 2022.

- Definition

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

+ References + Details

DEBT

3 Months Ended

Mar. 26, 2023

Debt Disclosure [Abstract]

DEBT

Debt consisted of the following (in thousands):


	March 26, 2023		December 25, 2022
2023 Term Loan	$	300,000	$	—
2014 Term B-3 Loans	—		322,428
2023 Revolver Facility	10,000		—
Unamortized discount and debt issuance costs	(3,521)		(3,848)
Total debt, net	306,479		318,580
Less: Short-term debt	(10,000)		—
Less: Current portion of long-term debt	(7,500)		(4,155)
Long-term debt, net	$	288,979	$	314,425

2023 Credit Agreement

On February 2, 2023 (the "Closing Date"), PHD Intermediate LLC (“Holdings”), Portillo’s Holdings LLC (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 (“2023 Credit Agreement”) which provides for a term A loan (the "2023 Term Loan") in an initial aggregate principal amount of $300.0 million and revolving credit commitments in an initial aggregate principal amount of $100.0 million (the “2023 Revolver Facility”). The 2023 Term Loan and 2023 Revolver Facility are scheduled to mature on February 2, 2028.

The 2023 Term Loan and the 2023 Revolver Facility will accrue interest at the forward-looking secured overnight financing rate (“SOFR”) plus an applicable rate determined upon the consolidated total net rent adjusted leverage ratio, subject to a floor of 0.00% (plus a credit spread adjustment of 0.10% per annum for 1-month interest periods and 0.15% for 3-month interest periods).

As of March 26, 2023, the interest rate on the 2023 Term Loan and 2023 Revolver Facility was 7.59% and 7.47%, respectively. Pursuant to the 2023 Credit Agreement, as of March 26, 2023, the commitment fees to maintain the 2023 Revolver Facility were 0.250%, letter of credit fees were 2.75%, and letter of credit fronting fees were 0.125%. Commitment fees, letter of credit fees, and letter of credit fronting fees are recorded as interest expense in the condensed consolidated statements of operations. As of March 26, 2023, the effective interest rate was 8.09%.

The 2023 Term Loan will amortize in equal quarterly installments in aggregate annual amounts equal to $7.5 million for the first two (2) years following the Closing Date, (b) $15.0 million for the third (3rd) and fourth (4th) years following the Closing Date, and (c) $30.0 million for the fifth (5th) year following the Closing Date, commencing on the last day of the first full fiscal quarter ended after the Closing Date, with the balance payable on the final maturity date.

As of March 26, 2023, outstanding borrowings under the 2023 Credit Agreement totaled $310.0 million, comprising $300.0 million under the 2023 Term Loan and $10.0 million under the 2023 Revolver Facility. Letters of credit issued under the 2023 Revolver Facility totaled $4.4 million. As a result, as of March 26, 2023, the Company had $85.6 million available under the 2023 Revolver Facility.

2014 Credit Agreement

Holdings, the Borrower and certain of its subsidiaries entered into a credit agreement ("2014 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 “2014 Lenders”). The 2014 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 “2014 Revolving Facility” and the loans thereunder, the “2014 Revolving Loans”).

On December 6, 2019, the Borrower entered a third amendment to the 2014 Credit Agreement (the “Third Amendment to 2014 Credit Agreement”) whereby the aggregate principal amount of the term loans as of the effective date of the Third Amendment to 2014 Credit Agreement was $332.4 million (the “2014 Term B-3 Loans”), and the 2014 Revolving Facility was increased to $50.0 million. The maturity date with respect to the 2014 Term B-3 Loans was extended to September 6, 2024, and the maturity date with respect to the 2014 Revolving Loans was extended to June 6, 2024.

In connection with the Third Amendment to 2014 Credit Agreement, the interest rates spread for the 2014 Term B-3 Loans increased by 100 basis points to 5.50% for the adjusted London interbank offered rate ("Eurocurrency Rate") loans. As of March 27, 2022, the interest rate on the 2014 Term B-3 Loans was 6.50%. 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, the Company had no borrowings under the 2014 Revolving Facility. As of March 27, 2022, the interest rate on the 2014 Revolving Facility was 3.25%, subject to change based on a consolidated first lien net leverage ratio as defined in the 2014 Credit Agreement. As of March 27, 2022, the commitment fees, pursuant to the 2014 Credit Agreement, to maintain the 2014 Revolving Facility were 0.250%. Also pursuant to the 2014 Credit Agreement, as of March 27, 2022, letter of credit fronting fees were 0.125%. Commitment fees and letter of credit fronting fees are recorded as interest expense in the condensed consolidated statements of operations. As of March 27, 2022, the effective interest rate was 7.74%.

The Company had $4.2 million of letters of credit issued against the 2014 Revolving Facility as of December 25, 2022.

On February 2, 2023, the Company used proceeds from the 2023 Term Loan and 2023 Revolver Facility, along with cash on hand, to pay off the 2014 Credit Agreement in full in the amount of $321.8 million. The 2023 Revolver Facility under the 2023 Credit Agreement replaces the $50.0 million 2014 Revolving Facility under the 2014 Credit Agreement.

Discount and Debt Issuance Costs

Pursuant to the 2023 Credit Agreement, the Company capitalized deferred financing costs and issuance discount of $3.6 million which will be amortized over the term of the 2023 Credit Agreement.

In connection with the repayment of the 2014 Credit Agreement as described above, deferred financing costs and original issuance discount of $3.5 million were recorded as a loss on debt extinguishment during the quarter ended March 26, 2023 in the condensed consolidated statement of operations.

The Company amortized $0.3 million and $0.4 million of deferred financing costs during the quarters ended March 26, 2023 and March 27, 2022, respectively, which is included in interest expense in the condensed consolidated statements of operations. In addition, the Company also amortized $0.2 million and $0.2 million in original issue discount related to the long-term debt during the quarters ended March 26, 2023 and March 27, 2022, respectively, which is included in interest expense in the condensed consolidated statements of operations.

Total interest costs incurred were $7.4 million and $6.1 million for the quarters ended March 26, 2023 and March 27, 2022, respectively.

As of March 26, 2023 and December 25, 2022, 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.

The 2023 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 2023 Credit Agreement also includes certain financial covenants with respect to cash interest coverage and total net rent adjusted leverage. As of March 26, 2023, the Company was in compliance with all covenants in the 2023 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.

+ References

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+ Details

LEASES

3 Months Ended

Mar. 26, 2023

Leases [Abstract]

LEASES

We qualify as an emerging growth company pursuant to the provisions of the Jumpstart our Business Startups ("JOBS") Act. As such, we adopted ASU 2016-02, Leases (Topic 842), along with related clarifications and improvements, using a modified retrospective approach, with first presentation of the application of ASC 842 in our Annual Report on Form 10-K for the fiscal year ended December 25, 2022. Quarterly interim financial statements for 2023 are presented under ASC 842. Quarterly interim financial statements were not required in 2022 under prior lease accounting guidance, therefore comparative amounts are not presented for those periods.

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


Operating leases	Classification	March 26, 2023		December 25, 2022
Right-of-use assets	Operating lease assets	$	173,414	$	166,808
		173,414		166,808

Current lease liabilities	Short-term operating lease liability	5,088		4,849
Non-current lease liabilities	Long-term operating lease liability	210,682		200,166
		$	215,770	$	205,015

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

Quarter Ended

Operating leases

Classification

March 26, 2023

Operating lease cost

Occupancy
Other operating expenses
General and administrative expenses
Pre-opening expenses

6,828

Short-term operating lease cost

Occupancy
Other operating expenses

152

Variable lease cost

Occupancy
Other operating expenses
General and administrative expenses

994

7,974

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


Operating leases	March 26, 2023		December 25, 2022
Weighted-average remaining lease term (years):	25.3		25.0
Weighted-average discount rate:	9.8	%	9.8	%

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


	Quarter Ended
	March 26, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	5,773
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	7,263

As of March 26, 2023, the maturity analysis of the lease liabilities consisted of the following (in thousands):


Year Ending	Operating Leases
2023 (excluding the quarter ending March 26, 2023)	$	17,722
2024	23,907
2025	23,924
2026	24,008
2027	23,306
Thereafter	561,757
Total lease payments	674,624
Less: imputed interest	(458,854)
Total operating lease liabilities	$	215,770

As of March 26, 2023, operating lease payments include $381.4 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $71.3 million of minimum payments for leases signed but not yet commenced.

NON-CONTROLLING INTERESTS

3 Months Ended

Mar. 26, 2023

Noncontrolling Interest [Abstract]

NON-CONTROLLING INTERESTS

We are the sole managing member of Portillo's OpCo, and as a result, consolidate 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 first quarter of 2023, in connection with the secondary offering described in Note 1. Description Of Business, 5,893,600 LLC Units and corresponding shares of Class B common stock were redeemed by the pre-IPO LLC Members for newly-issued shares of Class A common stock and we received 5,893,600 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:


	March 26, 2023			December 25, 2022
	LLC Units	Ownership %		LLC Units	Ownership %
Portillo's Inc.	54,467,951	75.2	%	48,420,723	67.0	%
pre-IPO LLC Members	17,943,562	24.8	%	23,837,162	33.0	%
Total	72,411,513	100.0	%	72,257,885	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 quarters ended March 26, 2023 and March 27, 2022 was 31.4% and 49.9%, respectively.

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


	Quarter Ended
		March 26, 2023		March 27, 2022
Net (loss) income attributable to Portillo's Inc.		$	(514)	$	194

Activity under equity-based compensation plans		711		—
Non-controlling interest adjustments, including the secondary offering		43,736		—
Redemption of LLC Units in connection with the secondary offering		(59)		—
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis		(12,493)		—
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.		$	31,381	$	194

EQUITY-BASED COMPENSATION

3 Months Ended

Mar. 26, 2023

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

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

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


	Quarter Ended
		March 26, 2023		March 27, 2022
Labor		$	346	$	350
General and administrative expenses		3,191		3,435
Total equity-based compensation expense		$	3,537	$	3,785

Employee Stock Purchase Plan

During the quarter ended March 26, 2023, the Company issued 5,963 shares under the Employee Stock Purchase Plan ("ESPP"). At March 26, 2023, 236,656 shares remained available for issuance under the ESPP. The expense incurred under the ESPP was immaterial for the quarter ended March 26, 2023 and is included within general and administrative expenses and labor in the condensed consolidated statements of operations.

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 26, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES We are the sole managing member of Portillo's OpCo, and as a result, consolidate 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 state and local income taxes in the majority of states in which it operates. 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. 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, as well as any stand-alone income or loss generated by Portillo's Inc. Income Tax (Benefit) Expense The effective income tax rate for the quarters ended March 26, 2023 and March 27, 2022 was 30.5% and 16.6%, respectively. The increase in our effective income tax rate for the quarter ended March 26, 2023 compared to the quarter ended March 27, 2022 was primarily driven by the increase in the valuation allowance and an increase in the Company's ownership interest in Portillo's OpCo, which increases its share of taxable income (loss) of Portillo's OpCo. The Company’s annual effective tax rate differs from the statutory rate of 21% primarily because the Company is not liable for federal or state income taxes on the portion of OpCo’s earnings that are attributable to non-controlling interests, the valuation allowance recorded and impacts from the exercise and vesting of equity-based awards. 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. As of March 26, 2023, the Company concluded, based on the weight of all available positive and negative evidence, that all of its deferred tax assets (except for those deferred tax assets relating to the basis difference in its investment in Portillo's OpCo that will never be realizable or 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) are more likely than not to be realized. Secondary Offerings In the first quarter of 2023, in connection with the secondary offering previously discussed in Note 1. Description Of Business, 5,893,600 LLC Units were redeemed by the pre-IPO LLC Members for newly-issued shares of Class A common stock, resulting in an increase in the tax basis of net assets of Portillo's OpCo subject to the provisions of the Tax Receivable Agreement (the "Tax Receivable Agreement" or "TRA"). The Company recorded a deferred tax asset of $34.9 million and an additional TRA liability of $47.4 million. As of March 26, 2023, we estimated that our obligation for future payments under the TRA liability totaled $298.8 million. The Company made payments of $0.8 million under the TRA during the quarter ended March 26, 2023 relating to tax year 2021. There were no amounts paid under the TRA during the quarter ended March 27, 2022. We expect a payment of $6.3 million relating to tax year 2022 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

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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

EARNINGS PER SHARE

3 Months Ended

Mar. 26, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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

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

The computations of basic and diluted net (loss) earnings per share for the quarters ended March 26, 2023 and March 27, 2022 are as follows (in thousands):


	Quarter Ended
		March 26, 2023		March 27, 2022
Net (loss) income		$	(1,273)	$	550
Net (loss) income attributable to non-controlling interests		(759)		356
Net (loss) income attributable to Portillo's Inc.		$	(514)	$	194

Shares:
Weighted-average number of common shares outstanding-basic		49,599		35,807
Dilutive share awards		—		4,137
Weighted-average number of common shares outstanding-diluted		49,599		39,944

Basic net (loss) income per share		$	(0.01)	$	0.01
Diluted net (loss) income per share		$	(0.01)	$	0.00

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


	Quarter Ended
		March 26, 2023	March 27, 2022
Shares subject to performance conditions		1,807	1,196
Shares that were antidilutive		3,538	—
Total shares excluded from diluted net income (loss) per share		5,345	1,196

CONTINGENCIES	3 Months Ended
CONTINGENCIES	Mar. 26, 2023
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIESThe Company is party to legal proceedings and potential claims arising in the normal conduct of business, including claims related to employment matters, contractual disputes, customer injuries, and property damage. Although the ultimate outcome of these claims and lawsuits cannot be predicted with certainty, management believes that the resulting liability, if any, will not have a material effect on the Company’s condensed consolidated financial statements.

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 26, 2023

RELATED PARTY TRANSACTIONS

As of both March 26, 2023 and December 25, 2022, the related parties’ receivables balance consisted of $0.3 million due from C&O, which is included in accounts receivable in the condensed consolidated balance sheets.

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 quarters ended March 26, 2023 and March 27, 2022 (in thousands):


	Quarter Ended
		March 26, 2023		March 27, 2022
Cost of goods sold, excluding depreciation and amortization		$	585	$	325
Other operating expenses		114		113
Net Olo-related costs		$	699	$	438

As of March 26, 2023 and December 25, 2022, $0.1 million and $0.2 million, respectively, were payable to Olo and was included in accounts payable in the condensed consolidated balance sheets.

Tax Receivable Agreement

We are party to 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. The Company made payments of $0.8 million under the TRA relating to tax year 2021 during the quarter ended March 26, 2023. There were no amounts paid under the TRA during the quarter ended March 27, 2022.


(in thousands)	March 26, 2023		December 25, 2022
Current portion of Tax Receivable Agreement liability	$	6,309	$	813
Tax receivable agreement liability	292,490		252,003

Secondary Offerings

In the third and fourth quarters of 2022 and first quarter of 2023, in connection with the secondary offerings previously discussed in Note 1. Description Of Business, we purchased LLC Units and corresponding shares of Class B common stock and shares of Class A common stock using the proceeds of the secondary offerings 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 largest shareholder that beneficially owns approximately 31.7% of the Company as of March 26, 2023.

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 26, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS The Company opened one new restaurant subsequent to March 26, 2023 in Gilbert, Arizona for a total of 75 restaurants, excluding a restaurant owned by C&O, of which Portillo's owns 50% of the equity. On April 5, 2023, in connection with the secondary offering previously discussed in Note 1. Description Of Business, the Underwriter exercised its option to purchase an additional 620,493 shares of the Company's Class A common stock. As a result, 163,376 shares of Class A common stock and 457,117 LLC Units and corresponding shares of Class B common stock were redeemed. As of April 5, 2023, the Company owns 75.9% of Portillo's OpCo and the pre-IPO LLC Members own the remaining 24.1% of Portillo's OpCo.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 26, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with GAAP for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 25, 2022.
Consolidation	All intercompany balances and transactions have been eliminated in consolidation.
Segment Reporting	Segment Reporting The Company owns and operates fast-casual restaurants in the United States, along with two food production commissaries in Illinois. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer ("CEO"). The CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis. The Company has one operating segment and one reportable segment.
Fiscal Year	Fiscal Year The Company uses a 52- or 53-week fiscal year ending on the Sunday prior to or on 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 2023 and 2022 consist of 53 and 52 weeks, respectively. The fiscal periods presented in this report are the quarters ended March 26, 2023 and March 27, 2022, respectively.
Use of Estimates	Use of EstimatesThe preparation of these condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the period. Actual results could differ from those estimates.
Recently Adopted Accounting Standards	Recently Adopted 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. 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. 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 condensed 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 condensed consolidated statement of operations, cash flows and overall liquidity. See Note 9. Leases for additional information. 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 condensed consolidated financial statements.

REVENUE RECOGNITION (Tables)

3 Months Ended

Mar. 26, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Gift Card Liability

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


	March 26, 2023		December 25, 2022
Gift card liability	$	5,068	$	6,988


	Quarter Ended
		March 26, 2023		March 27, 2022
Revenue recognized from gift card liability balance at the beginning of the year		$	1,937	$	1,806

INVENTORIES (Tables)

3 Months Ended

Mar. 26, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):


	March 26, 2023		December 25, 2022
Raw materials	$	3,338	$	5,722
Work in progress	121		104
Finished goods	962		876
Consigned inventory	838		685
	$	5,259	$	7,387

PROPERTY & EQUIPMENT, NET (Tables)

3 Months Ended

Mar. 26, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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


	March 26, 2023		December 25, 2022
Land improvements	$	16,456	$	16,369
Furniture, fixtures, and equipment	133,887		126,130
Leasehold improvements	172,337		153,341
Transportation equipment	2,573		2,281
Construction-in-progress	23,149		35,386
	348,402		333,507
Less accumulated depreciation	(111,186)		(106,471)
	$	237,216	$	227,036

GOODWILL & INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 26, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangibles, Net

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


	March 26, 2023

	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		(25,039)		31,078

	$	280,042	$	(25,039)	$	255,003


	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

Schedule of Finite-Lived Intangibles, Net

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


	March 26, 2023

	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		(25,039)		31,078

	$	280,042	$	(25,039)	$	255,003


	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

Schedule of Aggregate Amortization Expense


	Estimated Amortization
2023 (excluding the quarter ending March 26, 2023)	$	2,167
2024	2,813
2025	2,707
2026	2,707
2027	2,707
2028	2,707
2029 and thereafter	15,270
	$	31,078

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 26, 2023

Fair Value Disclosures [Abstract]

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

As of March 26, 2023 and December 25, 2022, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	March 26, 2023		December 25, 2022
	Level 1			Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	975		$	1,470
Mutual funds	2,430			2,241
Total assets	$	3,405		$	3,711

DEBT (Tables)

3 Months Ended

Mar. 26, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Debt consisted of the following (in thousands):


	March 26, 2023		December 25, 2022
2023 Term Loan	$	300,000	$	—
2014 Term B-3 Loans	—		322,428
2023 Revolver Facility	10,000		—
Unamortized discount and debt issuance costs	(3,521)		(3,848)
Total debt, net	306,479		318,580
Less: Short-term debt	(10,000)		—
Less: Current portion of long-term debt	(7,500)		(4,155)
Long-term debt, net	$	288,979	$	314,425

- 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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-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

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+ Details

LEASES (Tables)

3 Months Ended

Mar. 26, 2023

Leases [Abstract]

Schedule 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	March 26, 2023		December 25, 2022
Right-of-use assets	Operating lease assets	$	173,414	$	166,808
		173,414		166,808

Current lease liabilities	Short-term operating lease liability	5,088		4,849
Non-current lease liabilities	Long-term operating lease liability	210,682		200,166
		$	215,770	$	205,015

Schedule of Components of Lease Expense

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

Quarter Ended

Operating leases

Classification

March 26, 2023

Operating lease cost

Occupancy
Other operating expenses
General and administrative expenses
Pre-opening expenses

6,828

Short-term operating lease cost

Occupancy
Other operating expenses

152

Variable lease cost

Occupancy
Other operating expenses
General and administrative expenses

994

7,974

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


	Quarter Ended
	March 26, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	5,773
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	7,263

Schedule of Lease Terms and Discount Rates

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


Operating leases	March 26, 2023		December 25, 2022
Weighted-average remaining lease term (years):	25.3		25.0
Weighted-average discount rate:	9.8	%	9.8	%

Schedule of Maturity Analysis of Lease Liabilities

As of March 26, 2023, the maturity analysis of the lease liabilities consisted of the following (in thousands):


Year Ending	Operating Leases
2023 (excluding the quarter ending March 26, 2023)	$	17,722
2024	23,907
2025	23,924
2026	24,008
2027	23,306
Thereafter	561,757
Total lease payments	674,624
Less: imputed interest	(458,854)
Total operating lease liabilities	$	215,770

NON-CONTROLLING INTERESTS (Tables)

3 Months Ended

Mar. 26, 2023

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:


	March 26, 2023			December 25, 2022
	LLC Units	Ownership %		LLC Units	Ownership %
Portillo's Inc.	54,467,951	75.2	%	48,420,723	67.0	%
pre-IPO LLC Members	17,943,562	24.8	%	23,837,162	33.0	%
Total	72,411,513	100.0	%	72,257,885	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):


	Quarter Ended
		March 26, 2023		March 27, 2022
Net (loss) income attributable to Portillo's Inc.		$	(514)	$	194

Activity under equity-based compensation plans		711		—
Non-controlling interest adjustments, including the secondary offering		43,736		—
Redemption of LLC Units in connection with the secondary offering		(59)		—
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis		(12,493)		—
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.		$	31,381	$	194

EQUITY-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 26, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Equity-Based Compensation Expense

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


	Quarter Ended
		March 26, 2023		March 27, 2022
Labor		$	346	$	350
General and administrative expenses		3,191		3,435
Total equity-based compensation expense		$	3,537	$	3,785

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 26, 2023

Earnings Per Share [Abstract]

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

The computations of basic and diluted net (loss) earnings per share for the quarters ended March 26, 2023 and March 27, 2022 are as follows (in thousands):


	Quarter Ended
		March 26, 2023		March 27, 2022
Net (loss) income		$	(1,273)	$	550
Net (loss) income attributable to non-controlling interests		(759)		356
Net (loss) income attributable to Portillo's Inc.		$	(514)	$	194

Shares:
Weighted-average number of common shares outstanding-basic		49,599		35,807
Dilutive share awards		—		4,137
Weighted-average number of common shares outstanding-diluted		49,599		39,944

Basic net (loss) income per share		$	(0.01)	$	0.01
Diluted net (loss) income per share		$	(0.01)	$	0.00

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):


	Quarter Ended
		March 26, 2023	March 27, 2022
Shares subject to performance conditions		1,807	1,196
Shares that were antidilutive		3,538	—
Total shares excluded from diluted net income (loss) per share		5,345	1,196

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 26, 2023

Schedule of Related Party Transactions

The Company incurred the following Olo-related costs for the quarters ended March 26, 2023 and March 27, 2022 (in thousands):


	Quarter Ended
		March 26, 2023		March 27, 2022
Cost of goods sold, excluding depreciation and amortization		$	585	$	325
Other operating expenses		114		113
Net Olo-related costs		$	699	$	438

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. The Company made payments of $0.8 million under the TRA relating to tax year 2021 during the quarter ended March 26, 2023. There were no amounts paid under the TRA during the quarter ended March 27, 2022.


(in thousands)	March 26, 2023		December 25, 2022
Current portion of Tax Receivable Agreement liability	$	6,309	$	813
Tax receivable agreement liability	292,490		252,003

DESCRIPTION OF BUSINESS (Details)		3 Months Ended
DESCRIPTION OF BUSINESS (Details)	Apr. 05, 2023 shares	Mar. 26, 2023 state food_production_commissary restaurant $ / shares shares	Dec. 25, 2022 restaurant $ / shares shares	Sep. 25, 2022 offering $ / shares shares	May 04, 2023 restaurant
Schedule of Equity Method Investments [Line Items]
Number of states \| state		10
Number of food production commissaries \| food_production_commissary		2
Number of restaurants \| restaurant		74	71
Number of non-traditional locations \| restaurant		2	2
Subsequent Event
Schedule of Equity Method Investments [Line Items]
Number of restaurants \| restaurant					75
Portillo's Inc. \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)	163,376
Portillo's Inc. \| Portillo's Opco
Schedule of Equity Method Investments [Line Items]
Ownership %		75.20%	67.00%
Portillo's Inc. \| Portillo's Opco \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Ownership %	75.90%
Portillo's Inc. \| Blocker Companies
Schedule of Equity Method Investments [Line Items]
Treasury stock, acquired (in shares)		2,106,400
Portillo's Inc. \| Secondary Offering
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)		8,000,000	8,000,000	8,066,458
Sale of stock, price per share (in usd per share) \| $ / shares		$ 21.05	$ 22.69	$ 23.75
Sale of Stock, Number Of Offerings \| offering				2
Portillo's Inc. \| Secondary Offering \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)	620,493
Portillo's Inc. \| Over-Allotment Option
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)		1,200,000		66,458
Underwriting purchase period		30 days
Portillo's Inc. \| Over-Allotment Option \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)	620,493
LLC Units
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)		5,893,600
Issuance (in shares)		5,893,600
LLC Units \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)	457,117
pre-IPO LLC Members
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)		5,893,600
pre-IPO LLC Members \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)	457,117
pre-IPO LLC Members \| Portillo's Opco
Schedule of Equity Method Investments [Line Items]
Ownership %		24.80%	33.00%
pre-IPO LLC Members \| Portillo's Opco \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Ownership %	24.10%
C&O
Schedule of Equity Method Investments [Line Items]
Ownership percentage		50.00%	50.00%
C&O \| Subsequent Event
Schedule of Equity Method Investments [Line Items]
Ownership percentage					50.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Mar. 26, 2023 food_production_commissary segment
Accounting Policies [Abstract]
Number of food production commissaries \| food_production_commissary	2
Number of operating segments	1
Number of reportable segments	1

REVENUE RECOGNITION - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022
Revenue from Contract with Customer [Abstract]
Gift card sales that will not be redeemed, percent	11.00%
Gift card breakage	$ 329	$ 293

REVENUE RECOGNITION - Gift Card Liability (Details) - Gift Card - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022	Dec. 25, 2022
Revenue from External Customer [Line Items]
Gift card liability	$ 5,068		$ 6,988
Revenue recognized from gift card liability balance at the beginning of the year	$ 1,937	$ 1,806

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 26, 2023	Dec. 25, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 3,338	$ 5,722
Work in progress	121	104
Finished goods	962	876
Consigned inventory	838	685
Total inventory	$ 5,259	$ 7,387

PROPERTY & EQUIPMENT, NET (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022	Dec. 25, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 348,402		$ 333,507
Less accumulated depreciation	(111,186)		(106,471)
Total property and equipment	237,216		227,036
Depreciation expense	5,000	$ 4,400
Land improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	16,456		16,369
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	133,887		126,130
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	172,337		153,341
Transportation equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,573		2,281
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 23,149		$ 35,386

GOODWILL & INTANGIBLE ASSETS - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 26, 2023 USD ($) reporting_unit	Mar. 27, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Number of reporting units \| reporting_unit	1
Amortization expense \| $	$ 0.7	$ 0.8

GOODWILL & INTANGIBLE ASSETS - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 26, 2023	Dec. 25, 2022	Dec. 27, 2021
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 223,925	$ 223,925
Accumulated Amortization	(25,039)	(66,965)
Intangibles subject to amortization, net	31,078
Gross Carrying Amount	280,042	323,832
Net Carrying Amount	255,003	255,725
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	(25,039)	(24,317)
Intangibles subject to amortization, net	$ 31,078	31,800
Covenants not-to-compete
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross		40,799
Accumulated Amortization		(40,799)
Intangibles subject to amortization, net		0
Favorable rental contracts
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross		2,991
Accumulated Amortization		(1,849)
Intangibles subject to amortization, net		$ 0
Favorable rental contracts \| Adoption of Accounting Standards Codification 842 - Leases
Finite-Lived Intangible Assets [Line Items]
Intangibles subject to amortization, gross			$ (1,142)

GOODWILL & INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands	Mar. 26, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (excluding the quarter ending March 26, 2023)	$ 2,167
2024	2,813
2025	2,707
2026	2,707
2027	2,707
2028	2,707
2029 and thereafter	15,270
Intangibles subject to amortization, net	$ 31,078

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	3 Months Ended
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Mar. 26, 2023	Mar. 27, 2022	Dec. 25, 2022
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Asset impairment charges	$ 0	$ 0
Recurring \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments, fair value	3,405,000		$ 3,711,000
Recurring \| Level 1 \| Cash/money accounts
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments, fair value	975,000		1,470,000
Recurring \| Level 1 \| Mutual funds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments, fair value	$ 2,430,000		$ 2,241,000

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 26, 2023	Dec. 25, 2022
Debt Instrument [Line Items]
Unamortized discount and debt issuance costs	$ (3,521)	$ (3,848)
Total debt, net	306,479	318,580
Short-term debt	(10,000)	0
Less: Current portion of long-term debt	(7,500)	(4,155)
Long-term debt, net	288,979	314,425
Line of Credit
Debt Instrument [Line Items]
Less: Current portion of long-term debt	(10,000)	0
Line of Credit
Debt Instrument [Line Items]
Less: Current portion of long-term debt	(7,500)	(4,155)
Line of Credit \| 2023 Term Loan \| 2023 Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	300,000	0
Line of Credit \| 2014 Term B-3 Loans
Debt Instrument [Line Items]
Long-term debt, gross	0	322,428
Line of Credit \| 2023 Revolver Facility \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 10,000	$ 0

DEBT - Narrative (Details) - USD ($)			3 Months Ended
DEBT - Narrative (Details) - USD ($)	Feb. 02, 2023	Dec. 06, 2019	Mar. 26, 2023	Mar. 27, 2022	Dec. 25, 2022	Aug. 01, 2014
Debt Instrument [Line Items]
Loss on debt extinguishment			$ 3,465,000	$ 0
Amortization of debt issuance costs			300,000	400,000
Amortization of debt discount			200,000	200,000
Interest expense			$ 7,444,000	$ 6,099,000
Line of Credit
Debt Instrument [Line Items]
Commitment fee percentage			0.25%
Letter of credit fee percentage			2.75%
Fronting fee, percentage			0.125%
Effective interest rate			8.09%	7.74%
Line of credit			$ 310,000,000
Debt issuance costs	$ 3,600,000
Line of Credit \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.00%
Line of Credit \| One-Month Secured Overnight Financing Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.10%
Line of Credit \| Three-Month Secured Overnight Financing Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.15%
Line of Credit \| 2014 Term B-3 Loans
Debt Instrument [Line Items]
Debt, principal amount		$ 332,400,000				$ 335,000,000
Interest rate (as of)				6.50%
Periodic principal payment			800,000
Payments of debt	$ 321,800,000
Loss on debt extinguishment			$ 3,500,000
Line of Credit \| 2014 Term B-3 Loans \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		5.50%
Increase in term loan percent		1.00%
Line of Credit \| 2014 Revolving Facility
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity		$ 50,000,000
Line of Credit \| 2023 Term Loan \| Term Loans
Debt Instrument [Line Items]
Debt, principal amount	300,000,000
Interest rate at period end			7.59%
Line of credit			$ 300,000,000
Long-Term Debt, Maturity, Year One			7,500,000
Long-Term Debt, Maturity, Year Two			7,500,000
Long-Term Debt, Maturity, Year Three			15,000,000
Long-Term Debt, Maturity, Year Four			15,000,000
Long-Term Debt, Maturity, Year Five			$ 30,000,000
Line of Credit \| Revolving Credit Facility \| 2023 Revolver Facility
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	100,000,000
Interest rate at period end			7.47%
Line of credit			$ 10,000,000
Remaining borrowing capacity			85,600,000
Line of Credit \| Revolving Credit Facility \| 2014 Revolving Facility
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 50,000,000					30,000,000
Interest rate at period end				3.25%
Commitment fee percentage				0.25%
Line of credit					$ 0
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity						$ 7,500,000
Line of credit					$ 4,200,000
Line of Credit \| Letter of Credit \| 2023 Revolver Facility
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount			$ 4,400,000
Line of Credit \| Letter of Credit \| Credit Agreement
Debt Instrument [Line Items]
Fronting fee, percentage				0.125%

LEASES - Balance Sheet Classification of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 26, 2023	Dec. 25, 2022
Leases [Abstract]
Operating lease assets	$ 173,414	$ 166,808
Current lease liabilities	5,088	4,849
Non-current lease liabilities	210,682	200,166
Right-of-use assets	$ 215,770	$ 205,015

LEASES - Components of Lease Expense (Details) $ in Thousands	3 Months Ended
	Mar. 26, 2023 USD ($)
Leases [Abstract]
Operating lease cost	$ 6,828
Short-term operating lease cost	152
Variable lease cost	994
Operating leases	$ 7,974

LEASES - Schedule of Lease Terms and Discount Rates (Details)	Mar. 26, 2023	Dec. 25, 2022
Leases [Abstract]
Weighted-average remaining lease term (years)	25 years 3 months 18 days	25 years
Weighted-average discount rate	9.80%	9.80%

LEASES - Supplemental Cash Flow Information (Details) $ in Thousands	3 Months Ended
	Mar. 26, 2023 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 5,773
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	$ 7,263

LEASES - Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 26, 2023	Dec. 25, 2022
Operating Leases
2023 (excluding the quarter ending March 26, 2023)	$ 17,722
2024	23,907
2025	23,924
2026	24,008
2027	23,306
Thereafter	561,757
Total lease payments	674,624
Less: imputed interest	(458,854)
Total operating lease liabilities	$ 215,770	$ 205,015

LEASES - Narrative (Details) $ in Millions	3 Months Ended
LEASES - Narrative (Details) $ in Millions	Mar. 26, 2023 USD ($)
Leases [Abstract]
Options to extend lease	$ 381.4
Minimum payments for leases signed but not yet commenced	$ 71.3

NON-CONTROLLING INTERESTS - Narrative (Details) - shares	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022
Portillo's Opco
Noncontrolling Interest [Line Items]
Weighted average ownership percentage	31.40%	49.90%
LLC Units
Noncontrolling Interest [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)	5,893,600

NON-CONTROLLING INTERESTS - Schedule of LLC Interest Ownership by Portillo's Inc. and Pre-IPO LLC Members (Details) - shares	Mar. 26, 2023	Dec. 25, 2022
Portillo's Inc.
Noncontrolling Interest [Line Items]
Total	100.00%	100.00%
LLC Units
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	72,411,513	72,257,885
Portillo's Inc. \| Portillo's Inc.
Noncontrolling Interest [Line Items]
Ownership %	75.20%	67.00%
Portillo's Inc. \| LLC Units
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	54,467,951	48,420,723
pre-IPO LLC Members \| Portillo's Inc.
Noncontrolling Interest [Line Items]
Ownership %	24.80%	33.00%
pre-IPO LLC Members \| LLC Units
Noncontrolling Interest [Line Items]
LLC Interests (in shares)	17,943,562	23,837,162

NON-CONTROLLING INTERESTS - Changes in Ownership in Portillo's OpCo on the Company’s Equity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022
Noncontrolling Interest [Abstract]
Net (loss) income attributable to Portillo's Inc.	$ (514)	$ 194
Transfers from (to) non-controlling interests:
Activity under equity-based compensation plans	711	0
Non-controlling interest adjustments, including the secondary offering	43,736	0
Redemption of LLC Units in connection with the secondary offering	(59)	0
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(12,493)	0
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$ 31,381	$ 194

- 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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-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

+ Details

EQUITY-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 3,537	$ 3,785
Labor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	346	350
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 3,191	$ 3,435

EQUITY-BASED COMPENSATION - Narrative (Details) - ESPP	3 Months Ended
EQUITY-BASED COMPENSATION - Narrative (Details) - ESPP	Mar. 26, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)	5,963
Options available for issuance (in shares)	236,656

INCOME TAXES (Details) - USD ($)	3 Months Ended
INCOME TAXES (Details) - USD ($)	Mar. 26, 2023	Mar. 27, 2022	Dec. 25, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate percent	30.50%	16.60%
Income Tax Contingency [Line Items]
Effective income tax rate percent	30.50%	16.60%
Deferred tax assets from Tax Receivable Agreement	$ 34,900,000
Additional tax receivable liability	47,400,000
Tax receivable agreement liability	298,800,000
TRA amounts paid	800,000	$ 0
Expected payment	$ 6,309,000		$ 813,000
LLC Units
Income Tax Contingency [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)	5,893,600

EARNINGS PER SHARE - Schedule of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022
Earnings Per Share [Abstract]
Net (loss) income	$ (1,273)	$ 550
Net (loss) income attributable to non-controlling interests	(759)	356
NET (LOSS) INCOME ATTRIBUTABLE TO PORTILLO'S INC.	$ (514)	$ 194
Shares:
Weighted-average number of common shares outstanding-basic (in shares)	49,599,074	35,807,171
Dilutive share awards (in shares)	0	4,137,000
Weighted-average number of common shares outstanding-diluted (in shares)	49,599,074	39,944,086
Basic net (loss) income per share (in usd per share)	$ (0.01)	$ 0.01
Diluted net (loss) income per share (in usd per share)	$ (0.01)	$ 0.00

EARNINGS PER SHARE - Schedule of Units Excluded from Calculation of Diluted Earnings per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 26, 2023	Mar. 27, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted income (loss) per share (in shares)	5,345	1,196
Shares subject to performance conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted income (loss) per share (in shares)	1,807	1,196
Shares that were antidilutive
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted income (loss) per share (in shares)	3,538	0

RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Oct. 25, 2021	Mar. 26, 2023	Mar. 27, 2022	Dec. 25, 2022
Related Party Transaction [Line Items]
TRA obligation percent	85.00%
TRA amounts paid		$ 800,000	$ 0
Current portion of Tax Receivable Agreement liability		6,309,000		$ 813,000
Tax receivable agreement liability		$ 292,490,000		252,003,000
Portillo's Inc. \| Berkshire Partners LLC
Related Party Transaction [Line Items]
Ownership %		31.70%
Equity Method Investee \| C&O
Related Party Transaction [Line Items]
Receivables		$ 300,000		300,000
Director
Related Party Transaction [Line Items]
Net Olo-related costs		699,000	438,000
Payables		100,000		$ 200,000
Director \| Cost of goods sold, excluding depreciation and amortization
Related Party Transaction [Line Items]
Net Olo-related costs		585,000	325,000
Director \| Other operating expenses
Related Party Transaction [Line Items]
Net Olo-related costs		$ 114,000	$ 113,000

SUBSEQUENT EVENTS (Details)		1 Months Ended	3 Months Ended
SUBSEQUENT EVENTS (Details)	Apr. 05, 2023 shares	May 04, 2023 restaurant	Mar. 26, 2023 restaurant shares	Sep. 25, 2022 shares	Dec. 25, 2022 restaurant
Subsequent Event [Line Items]
Number of restaurants \| restaurant			74		71
Portillo's Inc. \| Over-Allotment Option
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)			1,200,000	66,458
pre-IPO LLC Members
Subsequent Event [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)			5,893,600
LLC Units
Subsequent Event [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)			5,893,600
Portillo's Opco \| Portillo's Inc.
Subsequent Event [Line Items]
Ownership %			75.20%		67.00%
Portillo's Opco \| pre-IPO LLC Members
Subsequent Event [Line Items]
Ownership %			24.80%		33.00%
C&O
Subsequent Event [Line Items]
Ownership percentage			50.00%		50.00%
Subsequent Event
Subsequent Event [Line Items]
Number of new restaurants \| restaurant		1
Number of restaurants \| restaurant		75
Subsequent Event \| Portillo's Inc.
Subsequent Event [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)	163,376
Subsequent Event \| Portillo's Inc. \| Over-Allotment Option
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares)	620,493
Subsequent Event \| pre-IPO LLC Members
Subsequent Event [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)	457,117
Subsequent Event \| LLC Units
Subsequent Event [Line Items]
Redemption of LLC Units in connection with the secondary offering (in shares)	457,117
Subsequent Event \| Portillo's Opco \| Portillo's Inc.
Subsequent Event [Line Items]
Ownership %	75.90%
Subsequent Event \| Portillo's Opco \| pre-IPO LLC Members
Subsequent Event [Line Items]
Ownership %	24.10%
Subsequent Event \| C&O
Subsequent Event [Line Items]
Ownership percentage		50.00%