UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | ||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 3, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | ||||||||
(630 ) 954-3773
(Registrant’s telephone number, including area code)
| N/A | ||
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 3, 2023, Portillo’s Inc. (NASDAQ: PTLO) issued a press release reporting results for the second quarter ended June 25, 2023. A copy of the earnings press release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
The Company has also posted a supplemental earnings presentation to its website, which is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information furnished in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| Portillo's Inc. | |||||||||||
| (Registrant) | |||||||||||
Date: August 3, 2023 | By: | /s/ Michelle Hook | |||||||||
| Michelle Hook | |||||||||||
| Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||||||||||
Portillo’s Inc. Announces Second Quarter 2023 Financial Results
Oak Brook, IL— August 3, 2023—Portillo’s Inc. (“Portillo’s” or the “Company”) (NASDAQ: PTLO), the fast-casual restaurant concept known for its menu of Chicago-style favorites, today reported financial results for the second quarter ended June 25, 2023.
Michael Osanloo, President and Chief Executive Officer of Portillo’s, said, “We delivered another quarter of strong results that highlight the durability of our brand. We feel great about our recent new restaurant performance and are also delivering solid results in our core. To sustain this positive trajectory, we continue to focus on quality and execution. Our restaurants are fully-staffed, and we empower our Team Members to prioritize the guest experience by serving delicious, high-quality food in an engaging environment at a great price point. This creates a consistently outstanding experience for both our Team Members and guests.”
Financial Highlights for the Second Quarter 2023 vs. Second Quarter 2022:
•Total revenue increased 12.3% or $18.6 million to $169.2 million;
•Same restaurant sales increased 5.9%;
•Operating income decreased $0.1 million to $17.4 million;
•Net income decreased $0.9 million to $9.9 million;
•Restaurant-Level Adjusted EBITDA* increased $4.3 million to $42.7 million; and
•Adjusted EBITDA* increased $1.6 million to $29.2 million.
*Adjusted EBITDA and Restaurant-Level Adjusted EBITDA are non-GAAP measures. Please see definitions and the reconciliations of these non-GAAP measures in the accompanying financial information below.
Recent Developments and Trends
We continue to see revenue growth due to our new restaurant openings, as well as same-restaurant sales growth. Total revenue grew 12.3% during the quarter ended June 25, 2023 and 14.1% for the two quarters ended June 25, 2023. Same-restaurant sales grew 5.9% during the quarter ended June 25, 2023, compared to 1.9% same-restaurant sales growth during the same quarter in 2022. Same-restaurant sales grew 7.4% during the two quarters ended June 25, 2023, compared to 4.8% same-restaurant sales growth during the two quarters ended June 26, 2022.
During the quarter ended June 25, 2023, we opened one new restaurant in Gilbert, Arizona for a total of 76 restaurants, including a restaurant owned by C&O, of which Portillo's owns 50% of the equity. Our six new restaurants opened in 2022 and 2023, positively impacted revenues by approximately $10.4 million and $20.9 million in the quarter and two quarters ended June 25, 2023, respectively. We plan to open eight more new restaurants in the third and fourth quarters of 2023.
In the quarter and two quarters ended June 25, 2023, we continued to experience commodity inflation, but to a lesser extent than we saw in 2022. Commodity inflation was 5.5% and 7.1% for the quarter and two quarters ended June 25, 2023, respectively, compared to 15.2% and 15.5% for the quarter and two quarters ended June 26, 2022. We expect our overall commodity inflation to ease over the course of the year and currently estimate commodity inflation in the mid-single digits for the full fiscal year. Labor expenses, as a percentage of revenue, slightly increased during the second quarter of 2023 compared to the same quarter in 2022. For the two quarters ended June 25, 2023, we experienced a decline in labor expenses, as a percentage of revenue, compared to the two quarters ended June 26, 2022 primarily due to increases in our average check, partially offset by additional wage investments. Subsequent to the quarter, we made additional wage investments in our team members. We currently estimate mid-single digit labor inflation for the full fiscal year. During mid-January 2023 and at the beginning of May 2023, we increased certain menu prices to reflect an approximate 2.0% and 3.0% price increase, respectively, to continue to combat inflationary cost pressures and progress towards our goal to improve Restaurant-Level Adjusted EBITDA margins for fiscal 2023. We will continue to monitor the environment and make additional pricing decisions, if necessary.
1
In the quarter ended June 25, 2023, operating income margin and Restaurant-Level Adjusted EBITDA Margin continued to improve since the fourth quarter of 2022. We believe this improvement was the result of our ongoing efforts to deploy strategic pricing actions, elevate guest experiences, and implement operational efficiencies.
Review of Second Quarter 2023 Financial Results
Revenues for the quarter ended June 25, 2023 were $169.2 million compared to $150.6 million for the quarter ended June 26, 2022, an increase of $18.6 million or 12.3%. The increase in revenues was primarily attributed to the opening of two restaurants in the second through fourth quarters of 2022 and four restaurants during the two quarters ended June 25, 2023 and an increase in our same-restaurant sales. Same-restaurant sales increased 5.9% during the second quarter ended June 25, 2023, which was attributable to an increase in average check of 7.1% and a 1.2% decrease in transactions. The higher average check was driven by an approximate 9.9% increase in certain menu prices partially offset by product mix. New restaurants positively impacted revenues by approximately $10.4 million in the quarter ended June 25, 2023. For the purpose of calculating same-restaurant sales for June 25, 2023, sales for 66 restaurants were included in the Comparable Restaurant Base (as defined in "Selected Operating Data" below).
Total restaurant operating expenses for the second quarter ended June 25, 2023 were $126.5 million compared to $112.2 million for the second quarter ended June 26, 2022, an increase of $14.2 million or 12.7%. The increase in restaurant operating expenses was driven by the opening of two restaurants in the second through fourth quarters of 2022 and four restaurants during the two quarters ended June 25, 2023. Additionally, food, beverage and packaging costs were negatively impacted by a 5.5% increase in commodity prices, partially offset by lower third-party delivery commissions. Labor expense increases were also driven by incremental investments to support our team members, including annual rate increases primarily made in July 2022, and higher variable-based compensation. These labor increases were partially offset by operational efficiencies. Operating expenses increased due to an increase in repair and maintenance expenses, credit card fees, insurance, and utilities.
General and administrative expenses for the quarter ended June 25, 2023 were $19.6 million compared to $15.4 million for the quarter ended June 26, 2022, an increase of $4.2 million or 27.0%. This increase was primarily driven by increases in variable-based compensation, salaries and wages attributable to annual rate increases, the filling of open positions, software and other licensing fees, and advertising expenses.
Operating income for the second quarter ended June 25, 2023 and June 26, 2022 was $17.4 million. There was an immaterial decrease in operating income in the second quarter ended June 25, 2023 compared to the second quarter ended June 26, 2022 due to the aforementioned increase in revenues and lower pre-opening expenses due to the timing and geographic location of activities related to our planned restaurant openings, more than offset by the aforementioned increases in expenses and higher depreciation and amortization.
Net income for the second quarter ended June 25, 2023 was $9.9 million compared to net income of $10.8 million for the second quarter ended June 26, 2022, a decrease of $0.9 million or 8.0%. The decrease in net income was primarily due to a decrease in the Tax Receivable Agreement liability adjustment of $1.2 million, an increase in interest expense of $0.4 million, and the aforementioned decrease in operating income, partially offset by a decrease in income tax expense of $0.8 million. The $0.4 million increase in interest expense was primarily driven by a higher effective interest rate attributable to the year over year rising interest rate environment, partially offset by the improved lending terms associated with our 2023 Term Loan and 2023 Revolver Facility.
Restaurant-Level Adjusted EBITDA* for the second quarter ended June 25, 2023 was $42.7 million compared to $38.4 million for the second quarter ended June 26, 2022, an increase of $4.3 million or 11.3%.
Adjusted EBITDA* for the second quarter ended June 25, 2023 was $29.2 million compared to $27.6 million for the second quarter ended June 26, 2022, an increase of $1.6 million or 5.8%.
*A reconciliation of Restaurant-Level Adjusted EBITDA and Adjusted EBITDA and the nearest GAAP financial measure is included under “Non-GAAP Financial Measures” in the accompanying financial information below.
2
Development Highlights
During the two quarters ended June 25, 2023, we opened the remaining four restaurants that were planned for 2022. The opening of these restaurants brings the total restaurant count to 76, including a restaurant owned by C&O of which Portillo’s owns 50% of the equity.
Below are the restaurants opened since the beginning of fiscal 2023:
| Location | Opening Date | ||||
| Kissimmee, Florida | December 2022 | ||||
| The Colony, Texas | January 2023 | ||||
| Tucson, Arizona | February 2023 | ||||
| Gilbert, Arizona | March 2023 | ||||
The following definitions apply to these terms as used in this release:
Same-Restaurant Sales - The change in same-restaurant sales is the percentage change in year-over-year revenue (excluding gift card breakage) for the Comparable Restaurant Base, excluding a restaurant that is owned by C&O. The Comparable Restaurant Base is defined as the number of restaurants open for at least 24 full fiscal periods. As of June 25, 2023 and June 26, 2022, there were 66 and 61 restaurants in our Comparable Restaurant Base, respectively.
A change in same-restaurant sales growth is the result of a change in restaurant transactions, average guest check, or a combination of the two. We gather daily sales data and regularly analyze the guest transaction counts and the mix of menu items sold to strategically evaluate menu pricing and demand. Measuring our same-restaurant sales growth allows management to evaluate the performance of our existing restaurant base. We believe this measure provides a consistent comparison of restaurant sales results and trends across periods within our core, established restaurant base, unaffected by results of restaurant openings and enables investors to better understand and evaluate the Company’s historical and prospective operating performance.
Average Unit Volume (“AUV”) - AUV is the total revenue (excluding gift card breakage) recognized in the Comparable Restaurant Base, including a restaurant that is owned by C&O, divided by the number of restaurants in the Comparable Restaurant Base, including C&O, by period.
This key performance indicator allows management to assess changes in consumer spending patterns at our restaurants and the overall performance of our restaurant base.
Adjusted EBITDA and Adjusted EBITDA Margin - Adjusted EBITDA represents net income (loss) before depreciation and amortization, interest expense and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues. See also “Non-GAAP Financial Measures.”
Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin - Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include food, beverage and packaging costs, labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenue. See also “Non-GAAP Financial Measures.”
For more information about the Company’s Non-GAAP measures, how they are calculated and reconciled and why management believes that they are useful, see “Non-GAAP Financial Measures” below.
3
Earnings Conference Call and Development Day
The Company will host a conference call to discuss its financial results for the second quarter ended June 25, 2023 on Thursday, August 3, 2023, at 10:00 AM ET. The conference call can be accessed live over the phone by dialing 1-877-407-3982 (toll-free) or 1-201-493-6780 (international). A telephone replay will be available shortly after the call has concluded and can be accessed by dialing 1-412-317-6671; the passcode is 13735738. The webcast will be available at www.portillos.com under the investors section and will be archived on the site shortly after the call has concluded.
We will also be hosting a Development Day on Tuesday, September 19, 2023 in Dallas-Fort Worth. This event will focus on Portillo's development strategy as a key driver of the Company's future growth.
About Portillo’s
In 1963, Dick Portillo invested $1,100 into a small trailer to open the first Portillo’s hot dog stand in Villa Park, IL, which he called “The Dog House.” Years later, Portillo’s (NASDAQ: PTLO) has grown to more than 70 restaurants across 10 states. Portillo’s is best known for its Chicago-style hot dogs, Italian beef sandwiches, char-grilled burgers, fresh salads and famous chocolate cake.
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Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "commit," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future
conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements, so you should not unduly rely on these statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:
•risks related to or arising from our organizational structure;
•risks of food-borne illness and food safety and other health concerns about our food;
•the impact of unionization activities of our restaurant workers on our operations and profitability;
•the impact of recent bank failures on the marketplace, including the ability to access credit;
•risks associated with our reliance on certain information technology systems and potential failures or interruptions;
•privacy and cyber security risks related to our digital ordering and payment platforms for our delivery business;
•the impact of competition, including from our competitors in the restaurant industry or our own restaurants;
•the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees;
•the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, costs or ability to open new restaurants, or sale of food and alcoholic beverage control regulations;
•inability to achieve our growth strategy, such as the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline;
•increases in food and other operating costs, tariffs and import taxes, and supply shortages;
•the potential future impact of COVID-19 (including any variant) on our results of operations, supply chain or liquidity; and
•other risks identified in our filings with the Securities and Exchange Commission (the “SEC”).
All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of the risks and uncertainties disclosed in the Company’s most recent Annual Report on Form 10-K, filed with the SEC. All of the Company’s SEC filings are available on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Investor Contact:
Barbara Noverini, CFA
investors@portillos.com
Media Contact:
ICR, Inc.
portillosPR@icrinc.com
5
PORTILLO’S INC
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
(in thousands, except share and per share data)
| Quarter Ended | Two Quarters Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| June 25, 2023 | June 26, 2022 | June 25, 2023 | June 26, 2022 | ||||||||||||||||||||||||||||||||||||||||||||
| REVENUES, NET | $ | 169,182 | 100.0 | % | $ | 150,623 | 100.0 | % | $ | 325,242 | 100.0 | % | $ | 285,105 | 100.0 | % | |||||||||||||||||||||||||||||||
| COST AND EXPENSES: | |||||||||||||||||||||||||||||||||||||||||||||||
Restaurant operating expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Food, beverage and packaging costs | 56,229 | 33.2 | % | 51,774 | 34.4 | % | 109,856 | 33.8 | % | 98,040 | 34.4 | % | |||||||||||||||||||||||||||||||||||
| Labor | 43,153 | 25.5 | % | 37,906 | 25.2 | % | 83,612 | 25.7 | % | 75,219 | 26.4 | % | |||||||||||||||||||||||||||||||||||
| Occupancy | 8,237 | 4.9 | % | 7,379 | 4.9 | % | 16,688 | 5.1 | % | 15,134 | 5.3 | % | |||||||||||||||||||||||||||||||||||
| Other operating expenses | 18,832 | 11.1 | % | 15,178 | 10.1 | % | 37,536 | 11.5 | % | 30,343 | 10.6 | % | |||||||||||||||||||||||||||||||||||
| Total restaurant operating expenses | 126,451 | 74.7 | % | 112,237 | 74.5 | % | 247,692 | 76.2 | % | 218,736 | 76.7 | % | |||||||||||||||||||||||||||||||||||
| General and administrative expenses | 19,609 | 11.6 | % | 15,439 | 10.3 | % | 38,387 | 11.8 | % | 31,126 | 10.9 | % | |||||||||||||||||||||||||||||||||||
| Pre-opening expenses | 275 | 0.2 | % | 423 | 0.3 | % | 2,619 | 0.8 | % | 979 | 0.3 | % | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 5,941 | 3.5 | % | 5,309 | 3.5 | % | 11,610 | 3.6 | % | 10,514 | 3.7 | % | |||||||||||||||||||||||||||||||||||
| Net income attributable to equity method investment | (381) | (0.2) | % | (275) | (0.2) | % | (588) | (0.2) | % | (398) | (0.1) | % | |||||||||||||||||||||||||||||||||||
| Other (income) loss, net | (97) | (0.1) | % | 51 | — | % | (354) | (0.1) | % | (105) | — | % | |||||||||||||||||||||||||||||||||||
| OPERATING INCOME | 17,384 | 10.3 | % | 17,439 | 11.6 | % | 25,876 | 8.0 | % | 24,253 | 8.5 | % | |||||||||||||||||||||||||||||||||||
| Interest expense | 6,523 | 3.9 | % | 6,097 | 4.0 | % | 13,966 | 4.3 | % | 12,196 | 4.3 | % | |||||||||||||||||||||||||||||||||||
| Tax Receivable Agreement liability adjustment | (579) | (0.3) | % | (1,754) | (1.2) | % | (1,163) | (0.4) | % | (1,754) | (0.6) | % | |||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | — | — | % | — | — | % | 3,465 | 1.1 | % | — | — | % | |||||||||||||||||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | 11,440 | 6.8 | % | 13,096 | 8.7 | % | 9,608 | 3.0 | % | 13,811 | 4.8 | % | |||||||||||||||||||||||||||||||||||
| Income tax expense | 1,542 | 0.9 | % | 2,340 | 1.6 | % | 983 | 0.3 | % | 2,505 | 0.9 | % | |||||||||||||||||||||||||||||||||||
| NET INCOME | 9,898 | 5.9 | % | 10,756 | 7.1 | % | 8,625 | 2.7 | % | 11,306 | 4.0 | % | |||||||||||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | 3,110 | 1.8 | % | 5,645 | 3.7 | % | 2,351 | 0.7 | % | 6,001 | 2.1 | % | |||||||||||||||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO PORTILLO'S INC. | $ | 6,788 | 4.0 | % | $ | 5,111 | 3.4 | % | $ | 6,274 | 1.9 | % | $ | 5,305 | 1.9 | % | |||||||||||||||||||||||||||||||
| Net income per common share attributable to Portillo's Inc.: | |||||||||||||||||||||||||||||||||||||||||||||||
| Basic | $ | 0.12 | $ | 0.14 | $ | 0.12 | $ | 0.15 | |||||||||||||||||||||||||||||||||||||||
| Diluted | $ | 0.12 | $ | 0.13 | $ | 0.11 | $ | 0.13 | |||||||||||||||||||||||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||||||||||||||||||||||||||
| Basic | 54,964,649 | 35,991,079 | 52,252,053 | 35,899,125 | |||||||||||||||||||||||||||||||||||||||||||
| Diluted | 58,550,057 | 39,687,090 | 55,806,455 | 39,839,292 | |||||||||||||||||||||||||||||||||||||||||||
6
PORTILLO’S INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share data)
| June 25, 2023 | December 25, 2022 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents and restricted cash | $ | 22,457 | $ | 44,427 | |||||||
| Accounts receivable | 11,496 | 8,590 | |||||||||
| Inventory | 6,493 | 7,387 | |||||||||
| Prepaid expenses | 5,139 | 4,922 | |||||||||
| Total current assets | 45,585 | 65,326 | |||||||||
| Property and equipment, net | 250,443 | 227,036 | |||||||||
| Operating lease assets | 179,449 | 166,808 | |||||||||
| Goodwill | 394,298 | 394,298 | |||||||||
| Trade names | 223,925 | 223,925 | |||||||||
| Other intangible assets, net | 30,356 | 31,800 | |||||||||
| Equity method investment | 16,373 | 16,274 | |||||||||
| Deferred tax assets | 186,997 | 150,497 | |||||||||
| Other assets | 4,061 | 4,119 | |||||||||
| Total other assets | 856,010 | 820,913 | |||||||||
| TOTAL ASSETS | $ | 1,331,487 | $ | 1,280,083 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | 24,147 | $ | 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 | — | |||||||||
| Current deferred revenue | 4,696 | 7,292 | |||||||||
| Short-term operating lease liability | 5,053 | 4,849 | |||||||||
| Accrued expenses | 31,322 | 29,915 | |||||||||
| Total current liabilities | 89,027 | 77,297 | |||||||||
| LONG-TERM LIABILITIES: | |||||||||||
| Long-term debt, net of current portion | 289,168 | 314,425 | |||||||||
| Tax Receivable Agreement liability | 295,696 | 252,003 | |||||||||
| Long-term operating lease liability | 217,989 | 200,166 | |||||||||
| Other long-term liabilities | 3,151 | 3,291 | |||||||||
| Total long-term liabilities | 806,004 | 769,885 | |||||||||
| Total liabilities | 895,031 | 847,182 | |||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
| STOCKHOLDER’S EQUITY: | |||||||||||
| Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, none issued or outstanding | — | — | |||||||||
| Class A common stock, $0.01 par value per share, 380,000,000 shares authorized, and 55,073,993 and 48,420,723 shares issued and outstanding at June 25, 2023 and December 25, 2022, respectively. | 551 | 484 | |||||||||
| Class B common stock, $0.00001 par value per share, 50,000,000 shares authorized, and 17,472,926 and 23,837,162 shares issued and outstanding at June 25, 2023 and December 25, 2022, respectively. | — | — | |||||||||
| Additional paid-in-capital | 301,622 | 260,664 | |||||||||
| Retained earnings (accumulated deficit) | 1,462 | (4,812) | |||||||||
| Total stockholders' equity attributable to Portillo's Inc. | 303,635 | 256,336 | |||||||||
| Non-controlling interest | 132,821 | 176,565 | |||||||||
| Total stockholders' equity | 436,456 | 432,901 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 1,331,487 | $ | 1,280,083 | |||||||
7
PORTILLO’S INC
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| Two Quarters Ended | |||||||||||
| June 25, 2023 | June 26, 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | 8,625 | $ | 11,306 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 11,610 | 10,514 | |||||||||
| Amortization of debt issuance costs and discount | 620 | 1,243 | |||||||||
| Loss on sales of assets | 496 | 107 | |||||||||
| Equity-based compensation | 7,720 | 7,649 | |||||||||
| Deferred rent and tenant allowance | — | 2,112 | |||||||||
| Deferred income tax expense | 983 | 2,505 | |||||||||
| Tax Receivable Agreement liability adjustment | (1,163) | (1,754) | |||||||||
| Amortization of deferred lease incentives | — | (166) | |||||||||
| Gift card breakage | (528) | (474) | |||||||||
| Loss on debt extinguishment | 3,465 | — | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivables | (906) | (1,089) | |||||||||
| Receivables from related parties | (141) | (66) | |||||||||
| Inventory | 894 | 439 | |||||||||
| Other current assets | (218) | 754 | |||||||||
| Operating lease assets | 3,880 | — | |||||||||
| Accounts payable | (2,779) | (2,908) | |||||||||
| Accrued expenses and other liabilities | (559) | (6,140) | |||||||||
| Operating lease liabilities | (1,359) | — | |||||||||
| Deferred lease incentives | 850 | 1,251 | |||||||||
| Other assets and liabilities | (181) | 76 | |||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 31,309 | 25,359 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchase of property and equipment | (37,359) | (13,940) | |||||||||
| Proceeds from the sale of property and equipment | 33 | 30 | |||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (37,326) | (13,910) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from short-term debt, net | 10,000 | — | |||||||||
| Proceeds from long-term debt | 300,000 | — | |||||||||
| Payments of long-term debt | (322,428) | (1,662) | |||||||||
| Proceeds from equity offering, net of underwriting discounts | 179,306 | — | |||||||||
| Repurchase of outstanding equity / Portillo's OpCo units | (179,306) | — | |||||||||
| Distributions paid to non-controlling interest holders | (399) | — | |||||||||
| Proceeds from stock option exercises | 1,015 | 1,451 | |||||||||
| Employee withholding taxes related to net settled equity awards | (56) | — | |||||||||
| Proceeds from Employee Stock Purchase Plan purchases | 297 | — | |||||||||
| Payments of Tax Receivable Agreement liability | (813) | — | |||||||||
| Payment of deferred financing costs | (3,569) | — | |||||||||
| Payment of initial public offering issuance costs | — | (771) | |||||||||
| NET CASH USED IN FINANCING ACTIVITIES | (15,953) | (982) | |||||||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (21,970) | 10,467 | |||||||||
| 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 | $ | 22,457 | $ | 49,730 | |||||||
8
PORTILLO’S INC
SELECTED OPERATING DATA AND NON-GAAP FINANCIAL MEASURES
| Quarter Ended | Two Quarters Ended | ||||||||||||||||||||||
| June 25, 2023 | June 26, 2022 | June 25, 2023 | June 26, 2022 | ||||||||||||||||||||
| Total Restaurants (a) | 76 | 71 | 76 | 71 | |||||||||||||||||||
| AUV (in millions) (a) | N/A | N/A | $ | 8.8 | $ | 8.3 | |||||||||||||||||
| Change in same-restaurant sales (b) | 5.9 | % | 1.9 | % | 7.4 | % | 4.8 | % | |||||||||||||||
| Adjusted EBITDA (in thousands) (b) | $ | 29,223 | $ | 27,613 | $ | 48,856 | $ | 45,244 | |||||||||||||||
| Adjusted EBITDA Margin (b) | 17.3 | % | 18.3 | % | 15.0 | % | 15.9 | % | |||||||||||||||
| Restaurant-Level Adjusted EBITDA (in thousands) (b) | $ | 42,731 | $ | 38,386 | $ | 77,550 | $ | 66,369 | |||||||||||||||
| Restaurant-Level Adjusted EBITDA Margin (b) | 25.3 | % | 25.5 | % | 23.8 | % | 23.3 | % | |||||||||||||||
(a) Includes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. AUVs for the quarters ended June 25, 2023 and June 26, 2022 represent AUVs for the twelve months ended June 25, 2023 and June 26, 2022, respectively. Total restaurants indicated are as of a point in time.
(b) Excludes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity.
9
PORTILLO’S INC.
NON-GAAP FINANCIAL MEASURES
To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: Adjusted EBITDA and Adjusted EBITDA Margin, and Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin. Accordingly, these measures are not required by, nor presented in accordance with GAAP, but rather are supplemental measures of operating performance of our restaurants. You should be aware that these measures are not indicative of overall results for the Company and that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures. These measures are supplemental measures of operating performance and our calculations thereof may not be comparable to similar measures reported by other companies. These measures are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate, but also have important limitations as analytical tools and should not be considered in isolation as substitutes for analysis of our results as reported under GAAP.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA represents net income before depreciation and amortization, interest expense and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues.
We use Adjusted EBITDA and Adjusted EBITDA Margin (i) to evaluate our operating results and the effectiveness of our business strategies, (ii) internally as benchmarks to compare our performance to that of our competitors and (iii) as factors in evaluating management’s performance when determining incentive compensation.
We believe that Adjusted EBITDA and Adjusted EBITDA Margin are important measures of operating performance because they eliminate the impact of expenses that do not relate to our core operating performance.
Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin
Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include food, beverage and packaging costs, labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenue.
We believe that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate.
10
See below for a reconciliation of net income, the most directly comparable GAAP measure, to Adjusted EBITDA and Adjusted EBITDA Margin (in thousands):
| Quarter Ended | Two Quarters Ended | ||||||||||||||||||||||
| June 25, 2023 | June 26, 2022 | June 25, 2023 | June 26, 2022 | ||||||||||||||||||||
| Net income | $ | 9,898 | $ | 10,756 | $ | 8,625 | $ | 11,306 | |||||||||||||||
| Depreciation and amortization | 5,941 | 5,309 | 11,610 | 10,514 | |||||||||||||||||||
| Interest expense | 6,523 | 6,097 | 13,966 | 12,196 | |||||||||||||||||||
| Loss on debt extinguishment | — | — | 3,465 | — | |||||||||||||||||||
| Income tax expense | 1,542 | 2,340 | 983 | 2,505 | |||||||||||||||||||
| EBITDA | 23,904 | 24,502 | 38,649 | 36,521 | |||||||||||||||||||
| Deferred rent (1) | 1,169 | 865 | 2,393 | 1,946 | |||||||||||||||||||
| Equity-based compensation | 4,184 | 3,864 | 7,720 | 7,649 | |||||||||||||||||||
| Other loss (2) | 377 | 93 | 496 | 125 | |||||||||||||||||||
| Transaction-related fees & expenses (3) | 168 | 43 | 761 | 757 | |||||||||||||||||||
| Tax Receivable Agreement liability adjustment (4) | (579) | (1,754) | (1,163) | (1,754) | |||||||||||||||||||
| Adjusted EBITDA | $ | 29,223 | $ | 27,613 | $ | 48,856 | $ | 45,244 | |||||||||||||||
| Adjusted EBITDA Margin (5) | 17.3 | % | 18.3 | % | 15.0 | % | 15.9 | % | |||||||||||||||
(1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term.
(2) Represents loss on disposal of property and equipment.
(3) Represents the exclusion of certain expenses that management believes are not indicative of ongoing operations, consisting primarily of certain professional fees.
(4) Represents remeasurement of the Tax Receivable Agreement liability.
(5) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net.
See below for a reconciliation of operating income, the most directly comparable GAAP measure, to Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin (in thousands):
| Quarter Ended | Two Quarters Ended | ||||||||||||||||||||||
| June 25, 2023 | June 26, 2022 | June 25, 2023 | June 26, 2022 | ||||||||||||||||||||
| Operating income | $ | 17,384 | $ | 17,439 | $ | 25,876 | $ | 24,253 | |||||||||||||||
| Plus: | |||||||||||||||||||||||
| General and administrative expenses | 19,609 | 15,439 | 38,387 | 31,126 | |||||||||||||||||||
| Pre-opening expenses | 275 | 423 | 2,619 | 979 | |||||||||||||||||||
| Depreciation and amortization | 5,941 | 5,309 | 11,610 | 10,514 | |||||||||||||||||||
| Net income attributable to equity method investment | (381) | (275) | (588) | (398) | |||||||||||||||||||
| Other (income) loss, net | (97) | 51 | (354) | (105) | |||||||||||||||||||
| Restaurant-Level Adjusted EBITDA | $ | 42,731 | $ | 38,386 | $ | 77,550 | $ | 66,369 | |||||||||||||||
| Restaurant-Level Adjusted EBITDA Margin (1) | 25.3 | % | 25.5 | % | 23.8 | % | 23.3 | % | |||||||||||||||
(1) Restaurant-Level Adjusted EBITDA Margin is defined as Restaurant-Level Adjusted EBITDA divided by Revenues, net
11
Second Quarter Earnings Supplemental August 3, 2023
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future performance and business, and are based on currently available operating, financial and competitive information which are subject to various risks and uncertainties, so you should not place undue reliance on forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "commit," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other similar expressions. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: • risks related to or arising from our organizational structure; • risks of food-borne illness and food safety and other health concerns about our food; • the impact of unionization activities of our restaurant workers on our operations and profitability; • the impact of recent bank failures on the marketplace, including the ability to access credit; • risks associated with our reliance on certain information technology systems and potential failures or interruptions; • privacy and cyber security risks related to our digital ordering and payment platforms for our delivery business; • the impact of competition, including from our competitors in the restaurant industry or our own restaurants; • the impact of labor shortages, the increasingly competitive labor market and our ability to attract and retain the best talent and qualified employees; • the impact of federal, state or local government regulations relating to privacy, data protection, advertising and consumer protection, building and zoning requirements, costs or ability to open new restaurants, or sale of food and alcoholic beverage control regulations; • inability to achieve our growth strategy, such as the availability of suitable new restaurant sites in existing and new markets and opening of new restaurants at the anticipated rate and on the anticipated timeline; • risks relating to changes in economic conditions, including a possible recession and resulting changes in consumer preferences; • inflation of all commodity prices, including increases in food and other operating costs, tariffs and import taxes, and supply shortages; • the potential future impact of COVID-19 (including any variant) on our results of operations, supply chain or liquidity; and • other risks identified in our filings with the Securities and Exchange Commission (the "SEC"). All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this presentation in the context of the risks and uncertainties disclosed in the Company’s most recent Annual Report on Form 10-K, filed with the SEC. All of the Company’s SEC filings are available on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. This presentation includes certain non-GAAP measures as defined under SEC rules, including Adjusted EBITDA, Adjusted EBITDA Margin, Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin. Reconciliations and definitions are included in the Appendix to this presentation.
Q2 2023 PERFORMANCE REVENUE $169.2 million Q2 Total revenue SAME RESTAURANT SALES GROWTH (1) PROFITABILITY $17.4 million Q2 Operating Income 12.3% Q2 Total revenue Growth (1) Same restaurant sales include restaurants open for a minimum of 24 months and excludes a restaurant that is owned by C&O Chicago, LLC ("C&O") of which Portillo's owns 50% of the equity. (2) See appendix for a reconciliation to the most directly comparable GAAP financial measure. (3) A geometric comparable sales measure is used to determine the compounding effect of an earlier period's year over year comparable sales percentage on the subsequent period's year over year comparable sales percentage. $29.2 million Q2 Adjusted EBITDA(2) $42.7 million Q2 Restaurant-Level Adjusted EBITDA(2) $9.9 million Q2 Net Income
Q2 YTD 2023 PERFORMANCE REVENUE $325.2 million Q2 YTD Total revenue SAME RESTAURANT SALES GROWTH (1) PROFITABILITY $25.9 million Q2 YTD Operating Income 14.1% Q2 YTD Total Revenue Growth (1) Same restaurant sales include restaurants open for a minimum of 24 months and excludes a restaurant that is owned by C&O Chicago, LLC ("C&O") of which Portillo's owns 50% of the equity. (2) See appendix for a reconciliation to the most directly comparable GAAP financial measure. $48.9 million Q2 YTD Adjusted EBITDA(2) $77.6 million Q2 YTD Restaurant-Level Adjusted EBITDA(2) $8.6 million Q2 YTD Net Income
DEVELOPMENT UPDATE - CLASS OF 2023 Restaurants 2014 2015 2016 2017 2018 2019 2020 2021 2022 Q2 2023 2015 - June '23 CAGR8.8% (1) 76 38 (1) Includes C&O of which Portillo's owns 50% of the equity. Class of 2022 Completion 8 projected openings Q1 2023 Q2 2023 Q3 2023 Q4 2023 Projected Openings: • Sunbelt - AZ, FL, TX (5) • Chicagoland (3) Sunbelt = ~66+% of Pipeline Shovels represent states with publicly announced locations under development as of 8/3/2023.
FINANCIAL PROFILE $57 $30 $41 $43 2020 2021* 2022 LTM Q2 2023 $122 $142 $133 $144 26.8% 26.6% 22.6% 22.9% 2020 2021 2022 LTM Q2 2023 $12 $(13) $17 $14 2020 2021* 2022 LTM Q2 2023 $88 $98 $85 $89 19.3% 18.4% 14.5% 14.1% 2020 2021 2022 LTM Q2 2023 (1) Same restaurant sales include restaurants open for a minimum of 24 months and excludes a restaurant that is owned by C&O of which Portillo's owns 50% of the equity. (2) See appendix for a reconciliation to the most directly comparable GAAP financial measure. $455 $535 $587 $627 2020 2021 2022 LTM Q2 2023 (7.7)% 10.5% 5.4% 6.7% 2020 2021 2022 LTM Q2 2023 TOTAL REVENUE OPERATING INCOME NET INCOME (LOSS) * 2021 includes $38.7 million of additional transaction-related fees and expenses * 2021 includes $38.7 million of additional transaction-related fees and expenses SAME RESTAURANT SALES (1) RESTAURANT-LEVEL ADJ. EBITDA (Margin) (2) ADJ. EBITDA (Margin) (2) ($ in millions) ($ in millions) ($ in millions) ($ in millions) ($ in millions)
2023 AND LONG-TERM OUTLOOK (1) We are unable to reconcile the long-term outlook for Adjusted EBITDA growth to net income (loss), the corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure. FISCAL 2023 FINANCIAL TARGETS Unit Growth 4 new openings in the "Class of 2022" 8 new openings in the "Class of 2023" Commodity Inflation Mid single digits General & Administrative Expenses $72 - $77 million Pre-Opening Expenses $7.5 - $8.0 million Capital Expenditures $70 - $75 million LONG-TERM FINANCIAL TARGETS Unit Growth 10%+ annually Same Restaurant Sales Low single digits Revenue Growth High single to low double digits Adj. EBITDA Growth(1) Low teens
APPENDIX
STATEMENT OF OPERATIONS Quarter Ended Two Quarters Ended June 25, 2023 June 26, 2022 June 25, 2023 June 26, 2022 REVENUES, NET $ 169,182 100.0 % $ 150,623 100.0 % $ 325,242 100.0 % $ 285,105 100.0 % COST AND EXPENSES: Restaurant operating expenses: Food, beverage and packaging costs 56,229 33.2 % 51,774 34.4 % 109,856 33.8 % 98,040 34.4 % Labor 43,153 25.5 % 37,906 25.2 % 83,612 25.7 % 75,219 26.4 % Occupancy 8,237 4.9 % 7,379 4.9 % 16,688 5.1 % 15,134 5.3 % Other operating expenses 18,832 11.1 % 15,178 10.1 % 37,536 11.5 % 30,343 10.6 % Total restaurant operating expenses 126,451 74.7 % 112,237 74.5 % 247,692 76.2 % 218,736 76.7 % General and administrative expenses 19,609 11.6 % 15,439 10.3 % 38,387 11.8 % 31,126 10.9 % Pre-opening expenses 275 0.2 % 423 0.3 % 2,619 0.8 % 979 0.3 % Depreciation and amortization 5,941 3.5 % 5,309 3.5 % 11,610 3.6 % 10,514 3.7 % Net income attributable to equity method investment (381) (0.2) % (275) (0.2) % (588) (0.2) % (398) (0.1) % Other (income) loss, net (97) (0.1) % 51 — % (354) (0.1) % (105) — % OPERATING INCOME 17,384 10.3 % 17,439 11.6 % 25,876 8.0 % 24,253 8.5 % Interest expense 6,523 3.9 % 6,097 4.0 % 13,966 4.3 % 12,196 4.3 % Tax Receivable Agreement Liability adjustment (579) (0.3) % (1,754) (1.2) % (1,163) (0.4) % (1,754) (0.6) % Loss on debt extinguishment — — % — — % 3,465 1.1 % — — % INCOME BEFORE INCOME TAXES 11,440 6.8 % 13,096 8.7 % 9,608 3.0 % 13,811 4.8 % Income tax expense 1,542 0.9 % 2,340 1.6 % 983 0.3 % 2,505 0.9 % NET INCOME 9,898 5.9 % 10,756 7.1 % 8,625 2.7 % 11,306 4.0 % Net income attributable to non-controlling interests 3,110 1.8 % 5,645 3.7 % 2,351 0.7 % 6,001 2.1 % NET INCOME ATTRIBUTABLE TO PORTILLO'S INC. $ 6,788 4.0 % $ 5,111 3.4 % $ 6,274 1.9 % $ 5,305 1.9 % Net income per common share attributable to Portillo’s Inc.: Basic $ 0.12 $ 0.14 $ 0.12 $ 0.15 Diluted $ 0.12 $ 0.13 $ 0.11 $ 0.13 Weighted-average common shares outstanding: Basic 54,964,649 35,991,079 52,252,053 35,899,125 Diluted 58,550,057 39,687,090 55,806,455 39,839,292
SELECTED OPERATING DATA (a) Includes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. AUVs for the quarters ended June 25, 2023 and June 26, 2022 represent AUVs for the twelve months ended June 25, 2023 and June 26, 2022, respectively. Total restaurants indicated are as of a point in time. (b) Excludes a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity. Quarter Ended Two Quarters Ended June 25, 2023 June 26, 2022 June 25, 2023 June 26, 2022 Total Restaurants (a) 76 71 76 71 AUV (in millions) (a) N/A N/A $ 8.8 $ 8.3 Change in same-restaurant sales (b) 5.9 % 1.9 % 7.4 % 4.8 % Adjusted EBITDA (in thousands) (b) $ 29,223 $ 27,613 $ 48,856 $ 45,244 Adjusted EBITDA Margin (b) 17.3 % 18.3 % 15.0 % 15.9 % Restaurant-Level Adjusted EBITDA (in thousands) (b) $ 42,731 $ 38,386 $ 77,550 $ 66,369 Restaurant-Level Adjusted EBITDA Margin (b) 25.3 % 25.5 % 23.8 % 23.3 %
ADJUSTED EBITDA DEFINITIONS How These Measures Are Useful We believe that Adjusted EBITDA and Adjusted EBITDA Margin are important measures of operating performance because they eliminate the impact of expenses that do not relate to our core operating performance. Adjusted EBITDA and Adjusted EBITDA Margin are supplemental measures of operating performance and our calculations thereof may not be comparable to similar measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools and should not be considered in isolation as substitutes for analysis of our results as reported under GAAP. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA represents net income (loss) before depreciation and amortization, interest expense and income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing core operating performance as identified in the reconciliation of net income (loss), the most directly comparable GAAP measure, to Adjusted EBITDA. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues. We use Adjusted EBITDA and Adjusted EBITDA Margin (i) to evaluate our operating results and the effectiveness of our business strategies, (ii) internally as benchmarks to compare our performance to that of our competitors and (iii) as factors in evaluating management’s performance when determining incentive compensation. We are unable to reconcile the long-term outlook for Adjusted EBITDA to net income (loss), the corresponding U.S. GAAP measure, due to variability and difficulty in making accurate forecasts and projections and because not all information necessary to prepare the reconciliation is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information because we cannot accurately predict all of the components of the adjusted calculations and the non-GAAP measure may be materially different than the GAAP measure.
ADJUSTED EBITDA RECONCILIATION (1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term. (2) Represents loss on disposal of property and equipment. (3) Represents the exclusion of certain expenses that management believes are not indicative of ongoing operations, consisting primarily of professional fees. (4) Represents remeasurement of the Tax Receivable Agreement liability. (5) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net Quarter Ended Two Quarters Ended June 25, 2023 June 26, 2022 June 25, 2023 June 26, 2022 Net income $ 9,898 $ 10,756 $ 8,625 $ 11,306 Depreciation and amortization 5,941 5,309 11,610 10,514 Interest expense 6,523 6,097 13,966 12,196 Loss on debt extinguishment — — 3,465 — Income tax expense 1,542 2,340 983 2,505 EBITDA 23,904 24,502 38,649 36,521 Deferred rent (1) 1,169 865 2,393 1,946 Equity-based compensation 4,184 3,864 7,720 7,649 Other loss (2) 377 93 496 125 Transaction-related fees & expenses (3) 168 43 761 757 Tax Receivable Agreement liability adjustment (4) (579) (1,754) (1,163) (1,754) Adjusted EBITDA $ 29,223 $ 27,613 $ 48,856 $ 45,244 Adjusted EBITDA Margin (5) 17.3 % 18.3 % 15.0 % 15.9 %
LTM Fiscal Year Ended June 25, 2023 December 25, 2022 December 26, 2021 December 27, 2020 Net income (loss) $ 14,476 $ 17,157 $ (13,416) $ 12,263 Depreciation and amortization 22,004 20,907 23,312 24,584 Interest expense 29,415 27,644 39,694 45,031 Loss on debt extinguishment 3,465 — 7,265 — Income tax expense (benefit) 301 1,823 (3,531) — EBITDA 69,661 67,531 53,324 81,878 Deferred rent (1) 4,446 3,998 3,161 2,771 Equity-based compensation 16,209 16,137 30,708 960 Option holder payment and consulting fees (2) — — 7,744 2,000 Other loss (3) 767 397 292 130 Transaction-related fees & expenses (4) 2,240 2,237 3,268 65 Tax Receivable Agreement Liability adjustment (5) (4,754) (5,345) — — Adjusted EBITDA (6) $ 88,569 $ 84,955 $ 98,497 $ 87,804 Adjusted EBITDA Margin 14.1 % 14.5 % 18.4 % 19.3 % ADJUSTED EBITDA RECONCILIATION (1) Represents the difference between cash rent payments and the recognition of straight-line rent expense recognized over the lease term. (2) Represents an option holder payment in connection with the IPO and consulting fees related to our former owner. (3) Represents loss on disposal of property and equipment. (4) Represents the exclusion of certain expenses that management believes are not indicative of ongoing operations, consisting primarily of professional fees. (5) Represents remeasurement of the Tax Receivable Agreement liability. (6) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenues, net
RESTAURANT-LEVEL ADJUSTED EBITDA DEFINITIONS Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin Restaurant-Level Adjusted EBITDA is defined as revenue, less restaurant operating expenses, which include food, beverage and packaging costs, labor expenses, occupancy expenses and other operating expenses. Restaurant-Level Adjusted EBITDA excludes corporate level expenses, pre-opening expenses and depreciation and amortization on restaurant property and equipment. Restaurant-Level Adjusted EBITDA Margin represents Restaurant-Level Adjusted EBITDA as a percentage of revenue. How These Measures Are Useful We believe that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are important measures to evaluate the performance and profitability of our restaurants, individually and in the aggregate. Restaurant- Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin have limitations as analytical tools and should not be considered as a substitute for analysis of our results as reported under GAAP. Limitations of the Usefulness of This Measure Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are not required by, nor presented in accordance with GAAP. Rather, Restaurant- Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are supplemental measures of operating performance of our restaurants. You should be aware that Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin are not indicative of overall results for the Company, and Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures. In addition, our calculations thereof may not be comparable to similar measures reported by other companies.
RESTAURANT-LEVEL ADJUSTED EBITDA RECONCILIATION Quarter Ended Two Quarters Ended June 25, 2023 June 26, 2022 June 25, 2023 June 26, 2022 Operating Income $ 17,384 $ 17,439 $ 25,876 $ 24,253 General and administrative expenses 19,609 15,439 38,387 31,126 Pre-opening expenses 275 423 2,619 979 Depreciation and amortization 5,941 5,309 11,610 10,514 Net Income attributable to equity method investment (381) (275) (588) (398) Other (income) loss, net (97) 51 (354) (105) Restaurant-Level Adjusted EBITDA $ 42,731 $ 38,386 $ 77,550 $ 66,369 Restaurant-Level Adjusted EBITDA Margin (1) 25.3 % 25.5 % 23.8 % 23.3 % (1) Restaurant-Level Adjusted EBITDA Margin is defined as Restaurant-Level Adjusted EBITDA divided by Revenues, net
RESTAURANT-LEVEL ADJUSTED EBITDA RECONCILIATION LTM Fiscal Year Ended June 25, 2023 December 25, 2022 December 26, 2021 December 27, 2020 Operating Income $ 42,903 $ 41,279 $ 30,012 $ 57,294 General and administrative expenses 74,153 66,892 87,089 39,854 Pre-opening expenses 6,355 4,715 3,565 2,209 Depreciation and amortization 22,004 20,907 23,312 24,584 Net Income attributable to equity method investment (1,273) (1,083) (797) (459) Other income, net (453) (204) (1,099) (1,537) Restaurant-Level Adjusted EBITDA $ 143,689 $ 132,506 $ 142,082 $ 121,945 Restaurant-Level Adjusted EBITDA Margin (1) 22.9 % 22.6 % 26.6 % 26.8 % (1) Restaurant-Level Adjusted EBITDA Margin is defined as Restaurant-Level Adjusted EBITDA divided by Revenues, net
CONTACT INFORMATION Investor Contact: Barbara Noverini, CFA investors@portillos.com Media Contact: ICR, Inc. portillosPR@icrinc.com