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ptlo-20230919

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 19, 2023

PORTILLO'S INC.

(Exact name of registrant as specified in its charter)


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

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

(630) 954-3773

(Registrant’s telephone number, including area code)


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

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

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

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

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

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

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


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

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

Emerging growth company ☒

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

Item 7.01 Regulation FD Disclosure.

Portillo’s Inc., a Delaware corporation (the “Corporation”), will be hosting an investor day on September 19, 2023 in Dallas-Fort Worth (“Development Day”). Interested parties can listen to the webcast of Development Day live by registering at https://investors.portillos.com/events-and-presentations.

A copy of the presentation to be used during the Development Day is attached to this Current Report on Form 8-K as Exhibit 99.1 and is also available on the Corporation’s website at https://investors.portillos.com/events-and-presentations.

A transcript of the presentation, including Q&A, will be posted on the Corporation's website once available.

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

Cautionary Note Regarding Forward-Looking Statements

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

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

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

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

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

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

•risks related to or arising from our organizational structure;

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

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

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

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

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

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

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

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

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

•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 Form 10-Q in the context of the risks and uncertainties disclosed in our Annual Report on Form 10-K for the

fiscal year ended December 25, 2022 filed with the SEC on March 2, 2023, and subsequent filings with the SEC. All of the Company’s SEC filings are available on the SEC’s website at www.sec.gov. The forward-looking statements included in this presentation are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


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

SIGNATURES

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


		Portillo's Inc.
		(Registrant)

Date: September 19, 2023	By:	/s/ Michelle Hook
		Michelle Hook
		Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

exhibit991developmentday

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 923 38 41 46 52 57 62 64 69 72 84 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023E (1) Includes C&O of which Portillo's owns 50% of the equity.

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 1323 Source: Public company filings Note: Shake Shack figures approximate based on average weekly sales for domestic-company operated units

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 14 7.1.238.311 Source: Internal data, public company filings Note: Shake Shack figures approximate based on average weekly sales for domestic-company operated units; Portillo’s AUV includes restaurants in the comparable restaurant base (unless where otherwise stated), including a restaurant that is owned by C&O of which Portillo’s owns 50% of the equity; Portillo’s Restaurant-Level Adjusted EBITDA margin includes restaurants in the comparable restaurant base (unless where otherwise stated), excluding C&O; Portillo’s AUVs and Restaurant-Level Adjusted EBITDA margins are for the twelve months ended June 25, 2023.

(1) AUV is for TTM Q2 2023

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 4323 B u d g e te d ‘2 3 N o t a d ju s te d f o r p ri c in g 3 Cheese-Sauce First-In Markets Aggregate (2016 – 2017) • • • • 1 2 3 4 1 2 3 4 1 2 • • 1 2

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 4423 <50% OSAT 50-60% OSAT >60% OSAT Non-Chicagoland Overall Satisfaction (OSAT) by Class since 2016

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 5123 Note: All data based on a sample of 5 restaurants with completed retrofits

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 5923 Note: U.S. Population is sourced from the U.S. Census Bureau, Population Division

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 6423 • Only in MSAs with 6-8 or more full scale Portillo’s • In densest urban trade areas

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 6523 • Only in MSAs with 6-8 or more full scale Portillo’s • In densest urban trade areas

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 6723 Restaurants Restaurants ~ Restaurants Note: 77 full-scale restaurants Includes C&O of which Portillo's owns 50% of the equity.

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 7623 (1) Portillo’s current forecast for Year 1 of all Class of 2022 restaurants (2) We are unable to reconcile the Average Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin to 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. (3) Shown as net of tenant allowance and excludes pre-opening expenses. (4) Our new unit economic targets are hypothetical and prepared based on a number of management assumptions. Figures represent target average of all restaurants built in a given year. While we believe these assumptions are reasonable, there can be no assurance that our new unit economic targets will be achieved by the third year of operation or at all. These assumptions are inherently uncertain and subject to a wide variety of risks. Inclusion of these targets is not a guarantee that such targets will be achieved and should not be considered a prediction of future returns.

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 7823 • Smaller box • Equipment cost • More cost-effective materials & installation

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 7923 (1) We are unable to reconcile the Average Restaurant-Level Adjusted EBITDA and Restaurant-Level Adjusted EBITDA Margin to 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. (2) Shown as net of tenant allowance and excludes pre-opening expenses. (3) Our new unit economic targets are hypothetical and prepared based on a number of management assumptions. Figures represent target average of all restaurants built in a given year. While we believe these assumptions are reasonable, there can be no assurance that our new unit economic targets will be achieved by the third year of operation or at all. These assumptions are inherently uncertain and subject to a wide variety of risks. Inclusion of these targets is not a guarantee that such targets will be achieved and should not be considered a prediction of future returns.

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 8023 Portillo's Chipotle CAVA FWRG Shake Shack TXRH CAKE (1) 23% CoC Returns current state (owned buildings) 80% CoC Returns Pro-Forma if buildings leased (like for like comparison)

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 8623 LTM June 25, 2023 Operating Income $ 42,903 General and administrative expenses 74,153 Pre-opening expenses 6,355 Depreciation and amortization 22,004 Net Income attributable to equity method investment (1,273) Other income, net (453) Restaurant-Level Adjusted EBITDA $ 143,689 Restaurant-Level Adjusted EBITDA Margin (1) 22.9 % (1) Restaurant-Level Adjusted EBITDA Margin is defined as Restaurant-Level Adjusted EBITDA divided by Revenues, net

© 2019 Portillo’s Hot Dogs | All rights reserved | Do not share or duplicate confidential content, in whole or part, without written consent 8723 Fiscal Year Ended December 25, 2022 December 26, 2021 December 27, 2020 December 29, 2019 Cash flows provided by operating activities $ 56,889 $ 42,874 $ 58,271 $ 43,325 Capital expenditures (47,061) (36,183) (21,452) (22,045) Free cash flow $ 9,828 $ 6,691 $ 36,819 $ 21,280