0001871509-24-000013 | 10-K | XBRL Viewer

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EQUITY-BASED COMPENSATION - Schedule of Fair Value and Weighted Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Dec. 23, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share)		$ 17.19			$ 17.19
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)		$ 14.98
Risk-free interest rate		4.45%
Expected life (years)		1 year 6 months
Volatility		34.40%
Shares subject to performance conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)	$ 2.30	$ 7.93	$ 7.58
Stock price (in dollars per share)	$ 17.86	$ 22.19	$ 20.00
Risk-free interest rate	4.96%	3.37%	0.93%
Expected life (years)	2 years 1 month 6 days	3 years 2 months 12 days	4 years
Volatility	37.70%	51.90%	54.40%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of stock option (in dollars per share)				$ 2.16
Risk-free interest rate				1.21%
Expected life (years)				6 years 6 months
Volatility				54.70%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Label	Element	Value
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	$ 125,000
Temporary Equity, Carrying Amount, Period Increase (Decrease)	us-gaap_TemporaryEquityIssuePeriodIncreaseOrDecrease	(221,747,000)
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	100,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	372,891,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	492,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	28,897,000
Adjustment To Additional Paid-In Capital, Deferred Tax Adjustment Under Tax Receivable Agreement	ptlo_AdjustmentToAdditionalPaidInCapitalDeferredTaxAdjustmentUnderTaxReceivableAgreement	85,715,000
Temporary Equity, Accretion to Redemption Value	us-gaap_TemporaryEquityAccretionToRedemptionValue	21,176,000
Adjustments to Additional Paid in Capital, Allocation of Equity Reverse Recapitalization	ptlo_AdjustmentsToAdditionalPaidInCapitalAllocationOfEquityReverseRecapitalization	0
Common Stock, Shares Subscribed But Unissued, Repayment Of Subscription Receivable	ptlo_CommonStockSharesSubscribedButUnissuedRepaymentOfSubscriptionReceivable	499,000
Preferred Stock, Accretion of Redemption Discount	us-gaap_PreferredStockAccretionOfRedemptionDiscount	$ 21,176,000
Stock Repurchased and Retired During Period, Shares	us-gaap_StockRepurchasedAndRetiredDuringPeriodShares	100,000
Members Equity [Member]
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	$ (142,566,000)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest	21,942,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	100,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	492,000
Common Stock, Shares Subscribed But Unissued, Repayment Of Subscription Receivable	ptlo_CommonStockSharesSubscribedButUnissuedRepaymentOfSubscriptionReceivable	499,000
Preferred Stock, Accretion of Redemption Discount	us-gaap_PreferredStockAccretionOfRedemptionDiscount	21,176,000
Retained Earnings [Member]
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest	(15,950,000)
Noncontrolling Interest [Member]
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	71,150,000
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	us-gaap_IncomeLossFromContinuingOperationsIncludingPortionAttributableToNoncontrollingInterest	(19,408,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	14,420,000
Adjustments to Additional Paid in Capital, Allocation of Equity Reverse Recapitalization	ptlo_AdjustmentsToAdditionalPaidInCapitalAllocationOfEquityReverseRecapitalization	185,980,000
Additional Paid-in Capital [Member]
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	71,416,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	372,658,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	14,477,000
Adjustment To Additional Paid-In Capital, Deferred Tax Adjustment Under Tax Receivable Agreement	ptlo_AdjustmentToAdditionalPaidInCapitalDeferredTaxAdjustmentUnderTaxReceivableAgreement	85,715,000
Adjustments to Additional Paid in Capital, Allocation of Equity Reverse Recapitalization	ptlo_AdjustmentsToAdditionalPaidInCapitalAllocationOfEquityReverseRecapitalization	(185,980,000)
Common Class A [Member] \| Common Stock [Member]
Adjustments To Additional Paid-In Capital, Reorganization	ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization	125,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 233,000

SUPPLEMENTAL BALANCE SHEET INFORMATION - Accounts and Tenant Improvement Receivables (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Balance Sheet Related Disclosures [Abstract]
Tenant improvement receivable	$ 8,081	$ 3,218
Accounts receivable	6,102	5,372
Total	$ 14,183	$ 8,590

REVENUE RECOGNITION

12 Months Ended

Dec. 31, 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.

The Company also offers delivery services to customers which are generally classified as either Dispatch Sales or Marketplace Sales. Refer to Note 2. Summary Of Significant Accounting Policies for additional information regarding revenue recognition for Dispatch Sales and Marketplace Sales.

The Company sells gift cards which do not have expiration dates. The Company records the sale of the gift card as a contract liability and recognizes revenue from gift cards when: (i) the gift card is redeemed by the customer; or (ii) in the event a gift card is not expected to be redeemed, in proportion to the pattern of rights exercised by the customer (gift card breakage). The Company has determined that 11% of gift card sales will not be redeemed and will be retained by us based on a portfolio assessment of historical data on gift card redemption patterns. Gift card breakage is recorded within revenues, net in the consolidated statements of operations. The Company recognized gift card breakage of $0.9 million, $0.8 million, and $0.7 million in the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively.

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


	December 31, 2023		December 25, 2022
Gift card liability	$	6,981	$	6,988

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


	Fiscal Years Ended
		December 31, 2023		December 25, 2022		December 26, 2021
Revenue recognized from gift card liability balance at the beginning of the year		$	3,822	$	3,598	$	3,279

- 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
-Topic 606
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+ Details

GOODWILL & INTANGIBLE ASSETS - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) reporting_unit	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)	Dec. 27, 2021 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of reporting units \| reporting_unit	1
Net favorable rental contract intangible assets reclassified	$ (28,911)
Amortization expense	$ 2,900	$ 2,900	$ 6,400
Favorable rental contracts
Finite-Lived Intangible Assets [Line Items]
Net favorable rental contract intangible assets reclassified		$ 0
Adoption of Accounting Standards Codification 842 - Leases \| Favorable rental contracts
Finite-Lived Intangible Assets [Line Items]
Net favorable rental contract intangible assets reclassified				$ 1,100

GOODWILL & INTANGIBLE ASSETS - Aggregate Amortization Expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 2,813
2025	2,707
2026	2,707
2027	2,707
2028	2,707
Thereafter	15,270
Intangibles subject to amortization, net	$ 28,911

RELATED PARTY TRANSACTIONS - Olo-related Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Related Party Transaction [Line Items]
Food, beverage and packaging costs	$ 230,869	$ 204,237	$ 166,764
Other operating expenses	76,639	65,312	59,258
Total restaurant operating expenses	514,734	454,598	392,870
Related Party
Related Party Transaction [Line Items]
Food, beverage and packaging costs	2,236	2,008	633
Other operating expenses	423	443	469
Total restaurant operating expenses	$ 2,659	$ 2,451	$ 1,102

NON-CONTROLLING INTERESTS - Changes in Ownership in Portillo's OpCo on the Company’s Equity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Noncontrolling Interest [Abstract]
Net income attributable to Portillo's Inc.	$ 18,424	$ 10,851	$ (15,184)
Activity under equity-based compensation plans	953	(606)	0
Non-controlling interest adjustment	48,849	89,374	0
Redemption of LLC Units	(64)	(118)	0
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(13,712)	(23,662)	0
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$ 54,450	$ 75,839	$ (15,184)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

CONTINGENCIES	12 Months Ended
CONTINGENCIES	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	CONTINGENCIES The Company is party to legal proceedings and potential claims arising in the normal conduct of business, including claims related to employment matters, contractual disputes, customer injuries, and property damage. Although the ultimate outcome of these claims and lawsuits cannot be predicted with certainty, management believes that the resulting liability, if any, will not have a material effect on the Company’s consolidated financial statements. As of December 31, 2023 and December 25, 2022, the Company recorded no loss contingencies.

LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022
Leases [Abstract]
Operating lease cost	$ 28,861	$ 25,735
Short-term operating lease cost	1,069	698
Variable lease cost	3,714	3,604
Operating leases	$ 33,644	$ 30,037

NON-CONTROLLING INTERESTS - Schedule of LLC interest Ownership by Portillo's Inc. and Pre-IPO LLC Members (Details) - shares	Dec. 31, 2023	Dec. 25, 2022
Portillo's OpCo
Noncontrolling Interest [Line Items]
Total	100.00%	100.00%
Common Stock
Noncontrolling Interest [Line Items]
LLC Units (in shares)	72,975,301	72,257,885
Class A Common Stock \| Portillo's OpCo
Noncontrolling Interest [Line Items]
Ownership %	76.10%	67.00%
Class A Common Stock \| Common Stock
Noncontrolling Interest [Line Items]
LLC Units (in shares)	55,502,375	48,420,723
Class B Common Stock \| Portillo's OpCo
Noncontrolling Interest [Line Items]
Ownership %	23.90%	33.00%
Class B Common Stock \| Common Stock
Noncontrolling Interest [Line Items]
LLC Units (in shares)	17,472,926	23,837,162

SUPPLEMENTAL BALANCE SHEET INFORMATION - Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Balance Sheet Related Disclosures [Abstract]
Salaries, wages, and other compensation	$ 18,019	$ 16,699
Rent and real estate taxes	6,551	5,738
Insurance	3,310	2,866
Interest	170	2,262
Sales tax	3,477	1,956
Other accrued expenses	512	394
Accrued expenses	$ 32,039	$ 29,915

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Chicago, Illinois

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 23,478	$ 21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	$ 33,176	$ 10,682

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

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


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Current income taxes:
Federal	$	—	$	—	$	—
State and local	(1)		3		1
Total current income taxes	(1)		3		1
Deferred income taxes:
Federal	3,750		(178)		(2,653)
State and local	(501)		1,998		(879)
Total deferred income taxes	3,249		1,820		(3,532)
Income tax expense (benefit)	$	3,248	$	1,823	$	(3,531)

Schedule of Effective Income Tax Rate Reconciliation

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


	Fiscal Years Ended
	December 31, 2023				December 25, 2022				December 26, 2021
Expected U.S. federal income taxes at statutory rate	$	5,894	21.0	%	$	3,986	21.0	%	$	(3,559)	21.0	%
State and local income taxes, net of federal benefit	(55)		(0.2)	%	3,217		16.9	%	(878)		5.2	%
Non-deductible expenses	433		1.5	%	(369)		(1.9)	%	—		—	%

Non-controlling interest	(1,343)		(4.8)	%	(1,312)		(6.9)	%	4,076		(24.0)	%
LLC flow-through structure	468		1.7	%	(2,849)		(15.0)	%	(4,608)		27.2	%

Change in valuation allowance	(2,149)		(7.7)	%	(1,923)		(10.1)	%	—		—	%
Other	—		—	%	1,073		5.6	%	1,438		(8.5)	%
Income tax expense (benefit)	$	3,248	11.5	%	$	1,823	9.6	%	$	(3,531)	20.9	%

Schedule of Deferred Tax Assets and Liabilities

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


	December 31, 2023		December 25, 2022
Deferred tax assets:
Investment in partnership	$	73,626	$	79,181
Tax Receivable Agreement	71,536		58,281



Net operating loss carryforwards	38,652		19,833
Other assets	10,087		4,551
Total gross deferred tax assets	193,901		161,846
Valuation allowance	(9,200)		(11,349)




Net deferred tax assets	$	184,701	$	150,497

EARNINGS (LOSS) PER SHARE - Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted loss per share (in shares)	1,817	1,807	1,224
Shares subject to performance conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted loss per share (in shares)	1,812	1,807	1,224
Share that were antidilutive
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from diluted loss per share (in shares)	5	0	0

DEBT - Narrative (Details)				12 Months Ended
DEBT - Narrative (Details)	Feb. 02, 2023 USD ($)	Oct. 25, 2021 USD ($)	Dec. 06, 2019 USD ($)	Dec. 31, 2023 USD ($)	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)	Dec. 06, 2016 USD ($)	Aug. 01, 2014 USD ($)
Debt Instrument [Line Items]
Annual amount for first year				$ 7,500,000
Annual amount for second year				13,125,000
Annual amount for third year				15,000,000
Annual amount for fourth year				26,250,000
Annual amount for fifth year				232,500,000
Payments of long-term debt				328,053,000	$ 3,324,000	$ 158,324,000
Payment of long-term debt prepayment penalty				0	0	3,100,000
Debt issuance costs	$ 3,600,000
Loss on debt extinguishment				3,465,000	0	7,265,000
Amortization of debt issuance costs				400,000	2,000,000	2,100,000
Amortization of debt discount				600,000	800,000	1,500,000
Interest expense				$ 27,470,000	$ 27,644,000	39,694,000
IPO
Debt Instrument [Line Items]
Proceeds from stock offering		$ 430,000,000
Line of Credit
Debt Instrument [Line Items]
Commitment fee percentage				0.25%
Letter of credit fee percentage				2.75%
2023 Revolver Facility				$ 309,400,000
Loss on debt extinguishment				$ 3,500,000		$ 4,200,000
Line of Credit \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable rate	0.00%
Line of Credit \| One-Month Secured Overnight Financing Rate
Debt Instrument [Line Items]
Variable rate	0.10%
Line of Credit \| Three-Month Secured Overnight Financing Rate
Debt Instrument [Line Items]
Variable rate	0.15%
2023 Revolver Facility \| Line of Credit
Debt Instrument [Line Items]
Interest rate, effective percentage				8.36%
2014 Term B-3 Loans \| Line of Credit
Debt Instrument [Line Items]
Aggregate principal amount			$ 332,400,000					$ 335,000,000
Interest rate (as of)					9.57%	6.50%
Required payment				$ 800,000
Payments of debt	$ 321,800,000
2014 Term B-3 Loans \| Line of Credit \| Eurocurrency Rate
Debt Instrument [Line Items]
Variable rate			5.50%
Interest rate spread increase			0.0100
2014 Revolving Facility \| Line of Credit
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity			$ 50,000,000
Interest rate, effective percentage					10.39%
Second Lien Term B-3 Loans
Debt Instrument [Line Items]
Payments of long-term debt		$ 158,100,000
Second Lien Term B-3 Loans \| Line of Credit
Debt Instrument [Line Items]
Aggregate principal amount			$ 155,000,000				$ 80,000,000
Second Lien Term B-3 Loans \| Line of Credit \| Eurocurrency Rate
Debt Instrument [Line Items]
Variable rate			9.50%
Interest rate spread increase			0.0150
Secured Debt \| 2023 Term Loan \| Line of Credit
Debt Instrument [Line Items]
Aggregate principal amount	300,000,000
Interest rate at period end				8.00%
Annual amount for first year				$ 7,500,000
Annual amount for second year				7,500,000
Annual amount for third year				15,000,000
Annual amount for fourth year				15,000,000
Annual amount for fifth year closing date				30,000,000
2023 Revolver Facility				$ 294,400,000
Secured Debt \| 2023 Revolver Facility \| Line of Credit
Debt Instrument [Line Items]
Interest rate at period end				8.23%
2023 Revolver Facility				$ 15,000,000
2023 Revolver Facility \| 2023 Revolver Facility \| Line of Credit
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	100,000,000
Remaining borrowing capacity				80,700,000
2023 Revolver Facility \| 2014 Revolving Facility \| Line of Credit
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%
2023 Revolver Facility					$ 0
Letter of Credit \| Line of Credit
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity								$ 7,500,000
2023 Revolver Facility					$ 4,200,000
Letter of Credit \| 2023 Revolver Facility \| Line of Credit
Debt Instrument [Line Items]
Letters of credit				$ 4,300,000
Letter of Credit \| Credit Agreement \| Line of Credit
Debt Instrument [Line Items]
Fronting fee, percentage					0.125%

DEBT (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

Debt consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
2023 Term Loan	$	294,375	$	—
2014 Term B-3 Loans	—		322,428
2023 Revolver Facility	15,000		—

Unamortized discount and debt issuance costs	(2,952)		(3,848)
Total debt, net	306,423		318,580
Less: Short-term debt	(15,000)		—
Less: Current portion of long-term debt	(7,500)		(4,155)
Long-term debt, net	$	283,923	$	314,425

Schedule of Maturities of Long-term Debt

Principal payments on long-term debt (excluding the Revolving Facility) outstanding at December 31, 2023 for each year through maturity are as follows (in thousands):


2024	7,500
2025	13,125
2026	15,000
2027	26,250
2028	232,500
	$	294,375

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

GOODWILL & INTANGIBLE ASSETS - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022	Dec. 27, 2021
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 223,925	$ 223,925
Accumulated Amortization	(27,206)	(66,965)
Intangibles subject to amortization, net	28,911
Gross Carrying Amount	280,042	323,832
Net Carrying Amount	252,836	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	(27,206)	(24,317)
Intangibles subject to amortization, net	$ 28,911	31,800
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)
Intangibles subject to amortization, net			$ (1,100)
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

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

- Definition

Indicates amendment to accounting standards.

+ References

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+ Details

INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 6,737	$ 5,722
Work in progress	157	104
Finished goods	912	876
Consigned inventory	927	685
Total inventory	$ 8,733	$ 7,387

Schedule II: Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2023

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

Schedule II: Valuation and Qualifying Accounts


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

Fiscal year ended December 31, 2023	$	11,349	$	1,239	$	—		$	3,388	$	9,200

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

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

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 24,818,000	$ 17,157,000	$ (13,416,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	24,313,000	20,907,000	23,312,000
Amortization of debt issuance costs and discount	1,001,000	2,751,000	3,607,000
Loss on sales of assets	592,000	398,000	256,000
Equity-based compensation	15,542,000	16,137,000	29,389,000
Deferred rent and tenant allowance	0	0	4,120,000
Deferred income tax provision (benefit)	3,249,000	1,820,000	(3,532,000)
Tax Receivable Agreement liability adjustment	(3,349,000)	(5,345,000)	0
Amortization of deferred lease incentives	0	0	(388,000)
Gift card breakage	(917,000)	(798,000)	(715,000)
Loss on debt extinguishment	3,465,000	0	7,265,000
Changes in operating assets and liabilities:
Accounts receivables	(679,000)	191,000	(777,000)
Receivables from related parties	(82,000)	96,000	(152,000)
Inventory	(1,346,000)	(1,309,000)	(1,003,000)
Other current assets	(3,643,000)	914,000	(2,921,000)
Operating lease assets	7,402,000	6,793,000	0
Accounts payable	209,000	(3,621,000)	1,788,000
Accrued expenses and other liabilities	3,021,000	1,587,000	(4,521,000)
Operating lease liabilities	(2,033,000)	(2,426,000)	0
Deferred lease incentives	1,501,000	1,651,000	690,000
Other assets and liabilities	(2,283,000)	(14,000)	(128,000)
NET CASH PROVIDED BY OPERATING ACTIVITIES	70,781,000	56,889,000	42,874,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(87,918,000)	(47,061,000)	(36,183,000)
Purchase of investment securities	0	0	(200,000)
Proceeds from the sale of property and equipment	81,000	44,000	123,000
NET CASH USED IN INVESTING ACTIVITIES	(87,837,000)	(47,017,000)	(36,260,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term debt, net	15,000,000	0	0
Proceeds from long-term debt	300,000,000	0	0
Payments of long-term debt	(328,053,000)	(3,324,000)	(158,324,000)
Proceeds from equity offering, net of underwriting discounts	179,306,000	364,956,000	437,078,000
Repurchase of outstanding equity / Portillo's OpCo units	(179,306,000)	(364,956,000)	(57,010,000)
Distributions paid to non-controlling interest holders	(399,000)	0	0
Proceeds from stock option exercises	1,879,000	1,890,000	0
Employee withholding taxes related to net settled equity awards	(1,505,000)	(2,632,000)	0
Proceeds from Employee Stock Purchase Plan purchases	527,000	129,000	0
Payments of Tax Receivable Agreement liability	(813,000)	0	0
Payment of deferred financing costs	(3,569,000)	0	0
Payment of initial public offering issuance costs	0	(771,000)	(6,279,000)
Payment of preferred units and preferred units liquidation	0	0	(221,747,000)
Payment of long-term debt prepayment penalty	0	0	(3,100,000)
Proceeds from issuance of common units	0	0	100,000
Repayment of stock subscription receivable	0	0	499,000
NET CASH USED IN FINANCING ACTIVITIES	(16,933,000)	(4,708,000)	(8,783,000)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(33,989,000)	5,164,000	(2,169,000)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD	44,427,000	39,263,000	41,432,000
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF THE PERIOD	10,438,000	44,427,000	39,263,000
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	28,282,000	23,968,000	43,544,000
Income tax paid	0	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued capital expenditures	12,729,000	9,796,000	2,195,000
Redeemable preferred units accretion	0	0	(21,176,000)
Deferred offering costs in accounts payable	0	0	771,000
Establishment of liabilities under Tax Receivable Agreement	$ 51,165,000	$ 101,524,000	$ 156,638,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 25, 2022
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0.00	0.00
Preferred stock, shares outstanding (in shares)	0.00	0.00
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common units authorized (in shares)	380,000,000	380,000,000
Common units issued (in shares)	55,502,375	48,420,723
Common units outstanding (in shares)	55,502,375	48,420,723
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common units authorized (in shares)	50,000,000	50,000,000
Common units issued (in shares)	17,472,926	23,837,162
Common units outstanding (in shares)	17,472,926	23,837,162

EARNINGS (LOSS) PER SHARE- Schedule of Computations of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Earnings Per Share [Abstract]
Net income (loss)	$ 24,818	$ 17,157	$ (34,592)
Net income (loss) attributable to non-controlling interests	6,394	6,306	(19,408)
NET INCOME (LOSS) ATTRIBUTABLE TO PORTILLO'S INC.	$ 18,424	$ 10,851	$ (15,184)
Shares:
Weighted average number of common shares outstanding - basic (in shares)	53,806,570	38,902,259	35,807,171
Dilutive unit awards (in shares)	3,501,000	3,814,000	0
Weighted average number of common shares outstanding - diluted (in shares)	57,307,784	42,715,977	35,807,171
Basic net income per share attributable to Portillo's Inc. (in dollars per share)	$ 0.34	$ 0.28	$ (0.42)
Diluted net income per share attributable to Portillo's Inc. (in dollars per share)	$ 0.32	$ 0.25	$ (0.42)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

DESCRIPTION OF BUSINESS	12 Months Ended
DESCRIPTION OF BUSINESS	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	DESCRIPTION OF BUSINESS Portillo’s Inc. ("Inc.") was formed and incorporated as a Delaware corporation on June 8, 2021. Inc. 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, Inc. became the sole managing member of Portillo’s OpCo, and as sole managing member, Inc. operates and controls all of the business and affairs of Portillo's OpCo. As a result, Inc. 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 December 31, 2023 and December 25, 2022, the Company had 83 and 71 restaurants in operation, respectively). The Company also had two non-traditional locations in operation as of December 31, 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 Inc., additionally has a 50% interest in a single restaurant owned by C&O, which is excluded from the Company's restaurant count. The Company’s principal corporate offices are located in Oak Brook, Illinois. Initial Public Offering The Company's registration statement on Form S-1, as amended (Registration No. 333-259810), related to its IPO was declared effective October 20, 2021, and the Company's Class A common stock began trading on the Nasdaq Global Select Market under the symbol "PTLO" on October 21, 2021. On October 25, 2021, the Company completed its IPO of 23,310,810 shares of the Company's Class A common stock (including 3,040,540 shares sold to the underwriters pursuant to their overallotment option), at an offering price of $20.00 per share. The Company received aggregate net proceeds of approximately $430.0 million after deducting underwriting discounts and commissions of $29.1 million and other offering expenses of approximately $7.1 million. In connection with the IPO, we completed the following: •We amended and restated the limited liability company agreement of Portillo’s OpCo ("LLC Agreement") to, among other things, convert all outstanding equity interests (except for those redeemable preferred units which were redeemed in connection with the IPO) into LLC Units. •We became the sole managing member of Portillo's OpCo. Because we manage and operate the business and control the strategic decisions and day-to-day operations of Portillo’s OpCo and because we also have a substantial financial interest in Portillo’s OpCo, we consolidated the financial results of Portillo’s OpCo, and a portion of our net income was allocated to non-controlling interests to reflect the entitlement of the pre-IPO LLC Members who retained their equity ownership in Portillo's OpCo. In addition, because Portillo’s OpCo was under the common control of the pre-IPO LLC Members before and after the Transactions, we measured the assets and liabilities of Portillo’s OpCo at their carrying amounts as of the date of the completion of the Transactions. •We amended and restated our certificate of incorporation to authorize the issuance of two series of common stock: Class A common stock and Class B common stock. Each share of Class A common stock and Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of our shareholders. The Class B common stock is not entitled to economic interests in Portillo’s Inc. The net proceeds and cash on hand were used as follows: •to repay the redeemable preferred units in full (including the redemption premium) of $221.7 million; •to repay all of the borrowings outstanding under the Second Lien Credit Agreement (including any prepayment penalties) of $158.1 million; and •to purchase LLC Units and corresponding shares of Class B common stock or shares of Class A common stock from certain pre-IPO LLC Members of $57.0 million. In connection with the IPO, the Company entered into a Tax Receivable Agreement ("TRA") with certain pre-IPO LLC Members, in which the Company will be generally obligated to pay 85% of the amount of applicable cash savings, if any, in U.S. federal, state, and local income tax that the Company actually realizes or is deemed to realize as a result of (i) our allocable share of existing tax basis in depreciable or amortizable assets relating to LLC Units acquired in the IPO, (ii) certain favorable tax attributes acquired by the Company from entities treated as corporations for U.S. tax purposes that held LLC Units prior to the Transactions ("Blocker Companies") (including net operating losses and the Blocker Companies' allocable share of existing tax basis), (iii) increases in our allocable share of then existing tax basis in depreciable or amortizable assets, and adjustments to the tax basis of the tangible and intangible assets, of Portillo’s OpCo and its subsidiaries, as a result of (x) sales or exchanges of interests in Portillo’s OpCo (including the repayment of the redeemable preferred units) in connection with the IPO and (y) future or exchanges of LLC Units by pre-IPO LLC Members for Class A common stock and (iv) certain other tax benefits related to entering into the TRA, including payments made under the TRA. We will retain the benefit of the remaining 15% of these tax savings. Amounts payable under the TRA are contingent upon, among other things, (i) generation of future taxable income over the term of the TRA and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related TRA payments. 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. 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 at an offering price of $21.05 per share (collectively the "Q1 2023 Secondary Offering and Overallotment Option"). We used all of the net proceeds from the Q1 2023 Secondary Offering and Overallotment Option 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 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 2023 Secondary Offering and Overallotment Option were used to (i) purchase 2,269,776 existing shares of Class A common stock from the shareholders of the Blocker Companies and (ii) redeem 6,350,717 LLC Units held by the pre-IPO LLC Members. In connection with the redemption, 6,350,717 shares of Class B common stock were surrendered by the pre-IPO LLC Members and canceled, and the Company received 6,350,717 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 December 31, 2023, the Company owned 76.1% of Portillo's OpCo and the pre-IPO LLC Members owned the remaining 23.9% of Portillo's OpCo.

LEASES - Schedule of Maturity Analysis of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Leases [Abstract]
2024	$ 26,603
2025	26,268
2026	26,347
2027	25,583
2028	25,719
Thereafter	613,764
Total lease payments	744,284
Less: imputed interest	(500,293)
Total operating lease liabilities	$ 243,991	$ 205,015

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 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 and restricted cash, accounts and tenant improvement receivables, accounts payable and all other current assets and liabilities approximate fair values due to the short-term nature of these financial instruments.

Other assets consist of a deferred compensation plan with related assets held in a rabbi trust.

Deferred Compensation Plan - The Company maintains a rabbi trust to fund obligations under a deferred compensation plan. Amounts in the rabbi trust are invested in mutual funds, which are designated as trading securities carried at fair value. The fair value measurement of these trading securities is considered Level 1 of the fair value hierarchy as they are measured using quoted market prices.

As of December 31, 2023 and December 25, 2022, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	December 31, 2023		December 25, 2022
	Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	1,083	$	1,470
Mutual Funds	2,181		2,241
Total assets	$	3,264	$	3,711

As of December 31, 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 9. Debt for additional information relating to the fair value of the Company's outstanding debt instruments.

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

Assets and liabilities that are measured at fair value on a non-recurring basis include property and equipment, net, operating lease assets, equity-method investment, goodwill and indefinite-lived intangible assets. These assets are measured at fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairment charges recognized during the years ended December 31, 2023, December 25, 2022 and December 26, 2021.

- 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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements, and therefore, does not separately present a statement of comprehensive income (loss).
Fiscal Year	Fiscal Year The Company operates on a 52- or 53-week fiscal year ending on the Sunday on or prior to December 31. In a 52-week fiscal year, each quarterly period is comprised of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. Fiscal 2023 consisted of 53 weeks. Both fiscal 2022 and 2021 each consisted of 52 weeks. The 53rd week in fiscal 2023 coincided with Christmas, resulting in six operating days. The fiscal periods presented in this report are years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. Unless otherwise stated, references to years in this report relate to fiscal years.
Segment Reporting	Segment Reporting The Company owns and operates fast-casual restaurants in the United States, along with two food production commissaries in Illinois. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer ("CEO"). As the CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis, the Company has one operating segment and one reportable segment.
Use of Estimates	Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the period. Actual results could differ from those estimates.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents and Restricted Cash Cash includes amounts that are either held in the Company’s bank accounts or represent deposits in transit. Amounts receivable from credit card processors are considered cash equivalents because they are both short in term and highly liquid in nature and are typically converted to cash within three business days of the sales transactions. Restricted cash includes amounts that are held in the Company’s bank accounts subject to minimum balance requirements for medical claim disbursements.
Accounts and Tenant Improvement Receivables	Accounts and Tenant Improvement Receivables Accounts and tenant improvement receivables consist primarily of vendor rebates, tenant improvement receivables, and delivery receivables as well as receivables from related parties (see Note 17. Related Party Transactions). The Company evaluates the collectability of its Accounts and tenant improvement receivables based on a variety of factors, including historical experience, current and future economic and market conditions and other factors.
Inventory	Inventory Inventory, which consists mainly of food products, is valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out (FIFO) method. No other adjustment is deemed necessary to reduce inventory to lower of cost or net realizable value due to the rapid turnover and high utilization of inventory. The Company operates two commissaries to supply the Company's restaurants with several products and ensures product consistency and quality. The commissaries derive revenue principally from the sale and distribution of food to our distributors, who, in turn, sell the food to the restaurants. This is considered under ASC 845, Non-Monetary Transactions, and the impact on the statement of operations is not material. These products are held as inventory at distributors on a short-term consignment basis.
Equity Method Investment	Equity Method Investment The Company has a 50% interest in C&O. The Company accounts for the investment and financial results in the consolidated financial statements under the equity method of accounting as the Company has significant influence but does not have control. The investment is adjusted to reflect the Company’s share of C&O’s earnings and losses to date and any distributions received.
Long-Lived Assets and Valuation	Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Depreciation and amortization are computed using the straight-line method. Except for leasehold improvements, depreciation is computed over the estimated useful life of each asset (generally ranging from three to ten years). Leasehold improvements are amortized over the shorter of the estimated lives of the asset or the lease term. The Company reviews its long-lived assets, including property and equipment, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Long-Lived Assets and Valuation	Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Depreciation and amortization are computed using the straight-line method. Except for leasehold improvements, depreciation is computed over the estimated useful life of each asset (generally ranging from three to ten years). Leasehold improvements are amortized over the shorter of the estimated lives of the asset or the lease term. The Company reviews its long-lived assets, including property and equipment, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.
Goodwill	Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an intangible asset is less than its carrying value. The Company has one reporting unit which is evaluated for impairment annually. Fair value of the reporting unit is estimated using the market approach that uses publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The Company’s indefinite-lived intangible assets consist of trade names and trademarks (collectively “trade names”). The Company estimates the fair value of its trade names using a relief-from-royalty income approach. If the fair value of the trade name is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible assets.
Indefinite-Lived Intangible Assets	Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an intangible asset is less than its carrying value. The Company has one reporting unit which is evaluated for impairment annually. Fair value of the reporting unit is estimated using the market approach that uses publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The Company’s indefinite-lived intangible assets consist of trade names and trademarks (collectively “trade names”). The Company estimates the fair value of its trade names using a relief-from-royalty income approach. If the fair value of the trade name is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible assets.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
Offering Costs	Offering Costs In connection with the IPO, Portillo's OpCo incurred certain legal, accounting, and other IPO-related costs. Such costs are recorded in stockholders’ equity as a reduction from the proceeds of the offering.
Revenue Recognition	Revenue Recognition Revenues from retail restaurants are presented net of discounts and recognized when food and beverage products are sold to the end customer. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. The Company also offers delivery services to its customers. 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. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied.
Commitments	Commitments The majority of the food products the Company purchases are subject to changes in price primarily due to the effect of supply and demand of the commodities, in particular, proteins, dairy, produce and grains. Overall pricing agreements are established in an effort to maintain a more consistent food cost without creating long-term purchase commitments.
Employee Benefits	Employee Benefits The Company sponsors a 401(k) plan for all employees that are eligible based upon age and length of service. The expenses incurred for Company matching contributions to the plan were approximately $0.4 million, $0.4 million and $0.5 million for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. The Company offers a non-qualified deferred compensation plan to certain officers and other members of management. Under the plan, eligible employees may defer up to 80% of their annual salary and annual bonus. The Company has elected to fund its deferred compensation obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but such assets are not available for general corporate purposes. Assets held in the rabbi trust are invested in mutual funds, which are purchased and held principally for the purpose of selling them in the near term, and are classified as trading securities and carried at fair value.
Equity-Based Compensation	Equity-Based Compensation The Company has issued non-qualified stock options, performance-based stock options, restricted stock units and restricted stock awards. Equity-based compensation expense is measured based on the grant-date fair value of those awards and is recognized on a straight-line basis over the vesting period. Equity-based compensation expense is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to equity-based compensation expense will be recognized at that time. Equity-based compensation expense is included within general and administrative expenses and labor in the consolidated statements of operations. The Company adopted an Employee Share Purchase Plan (“ESPP”) in June 2022 under which qualifying employees may be granted purchase rights to the Company’s common shares at not less than 85% of the market price on the purchase date, subject to Company discretion. The ESPP has a maximum of 250,000 shares of the Company's Class A common stock available for issuance. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions, subject to an annual maximum dollar amount. The expense incurred under the ESPP for the years ended December 31, 2023 and December 25, 2022, was immaterial. The expense is included within general and administrative expenses and labor in the consolidated statement of operations.
Advertising and Marketing Expenses	Advertising and Marketing Expenses Advertising costs are expensed the first-time advertising takes place, while the costs of producing advertising are expensed during production and the costs of communicating advertising are expensed as services are received. Advertising and marketing expenses totaled $5.9 million, $4.0 million and $3.1 million for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. Advertising and marketing expenses included in other operating expenses in the consolidated statements of operations primarily relate to sponsorships, restaurant merchandising and charitable giving; and those expenses included in general and administrative expenses in the consolidated statements of operations primarily consist of branding initiatives. The year-over-year change for 2023 is primarily related to an advertising campaign in the Chicagoland market in the fourth quarter of 2023.
Cloud-Based Software Implementation Costs	Cloud-Based Software Implementation Costs The Company has entered into cloud-based software hosting arrangements for which it incurs implementation costs. Certain costs incurred during the application development stage are capitalized and included within prepaid expenses or other assets, depending on the long or short-term nature of such costs, in line with the Company's policy on the accounting for prepaid software hosting arrangements. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. Capitalized cloud-based software implementation costs are amortized, beginning on the date the related software or module is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement as a component of general and administrative expenses, the same line item as the expense for the associated hosting arrangement.
Leases	Leases On December 27, 2021, the Company adopted ASU 2016-02, Leases (Topic 842), along with related clarifications and improvements, using a modified retrospective approach. Results for reporting periods beginning on or after December 27, 2021 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC 840, the accounting standard then in effect. The Company currently leases land for its retail restaurants and commissaries, and office space under various long-term operating lease agreements that expire on various dates through 2068. We also lease equipment, which primarily consists of restaurant equipment and copiers. We have immaterial short-term operating leases, such as those for seasonal rentals and training spaces. We evaluate the contracts to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of ASC 842. Upon the possession of a leased asset, we determine its classification as an operating or finance lease. As of December 31, 2023, all of our leases are classified as operating leases. Operating lease assets and liabilities are recognized at the lease commencement date. We make judgments regarding the probable term for each lease, which can impact the classification and accounting for a lease as operating or financing, as well as the amount of straight-line rent expense in a particular period. Generally, the leases for the Company's restaurant locations have an initial term of 10 years to 20 years and typically provide for renewal options in five-year increments, as well as rent escalations. Renewal options are generally recognized as part of the right-of-use assets and lease liabilities as it is reasonably certain at commencement date that we would exercise the options to extend the lease. Some of our real estate leases provide for base rent, plus if applicable, additional rent based on gross sales, as defined in each lease agreement, which is considered to be variable rent. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a restaurant opens is recorded in pre-opening expenses in the consolidated statements of operations. Once a restaurant opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy on the consolidated statements of operations. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy, other operating expenses, or pre-opening expenses on the consolidated statements of operations and is generally considered to be variable rent. For leases with a lease term of 12 months or less ("short-term operating lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the consolidated balance sheets. Per the ASC 842 requirements, a lessee is required to use the rate implicit in the lease when readily determinable; alternatively, it would use the incremental borrowing rate in determining the present value of future lease payments. We estimate our incremental borrowing rates corresponding to the maturities of our leases. We estimate this rate based on prevailing financial market conditions, indications for the Company's credit rating, and other benchmarks related to the Company's outstanding secured borrowings. We expend cash for leasehold improvements to build out our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, the tenant improvement allowances are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset.
Pre-Opening Expenses	Pre-Opening Expenses Pre-opening expenses consist primarily of wages, occupancy expenses, which represent rent expense recognized during the period between the date of possession of the restaurant facility and the restaurant opening date, travel for the opening team, food, beverage, and the initial stocking of operating supplies. These are expensed as incurred prior to the restaurant opening for business.
Income and Other Taxes	Income and Other Taxes We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, prudent and feasible tax planning strategies and recent and expected future results of operations. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we use to manage our business. Actual operating results in future years could differ from our current assumptions, judgments and estimates, which could have a material impact on the amount of deferred tax assets we ultimately realize. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act') was signed into law. The CARES Act intended to provide economic relief to those impacted by the COVID-19 pandemic. The CARES Act also allowed eligible employers to defer the remittance of employer federal payroll taxes otherwise payable during calendar year 2020 and remit half of such deferred amounts on or before December 31, 2021 and half on or before December 31, 2022. The Company deferred approximately $5.4 million of federal payroll tax remittances under this provision as of December 27, 2020, of which $2.7 million was paid during the year ended December 26, 2021 and the remaining deferred balance of $2.7 million was paid during the year ended December 25, 2022.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the weighted-average number of shares outstanding. Diluted earnings (loss) per share adjusts the basic earnings (loss) per unit attributable to shareholders and the weighted-average number of units of shares outstanding for the potential dilutive impact of shares, using the treasury-stock method. Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common units would have an anti-dilutive effect.
Recently Issued and Adopted Accounting Standards	Recently Issued Accounting Standards In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the effect of adopting this ASU. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU. Recently Adopted Accounting Standards In March 2020, the FASB issued ASU 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 was material to its consolidated financial statements. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its consolidated financial statements.

INCOME TAXES - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Current income taxes:
Federal	$ 0	$ 0	$ 0
State and local	(1)	3	1
Total current income taxes	(1)	3	1
Deferred income taxes:
Federal	3,750	(178)	(2,653)
State and local	(501)	1,998	(879)
Total deferred income taxes	3,249	1,820	(3,532)
Income tax expense (benefit)	$ 3,248	$ 1,823	$ (3,531)

- Definition

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

+ References + Details

SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables)

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Schedule of Accounts and Tenant Improvement Receivables

Accounts and tenant improvement receivables consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Tenant improvement receivable	$	8,081	$	3,218
Accounts receivable	6,102		5,372
Total	$	14,183	$	8,590

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Prepaid insurance	$	3,060	$	1,969
Prepaid occupancy	2,314		504
Other prepaid expenses	3,191		2,449
Total	$	8,565	$	4,922

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Salaries, wages, and other compensation	$	18,019	$	16,699
Rent and real estate taxes	6,551		5,738
Insurance	3,310		2,866
Interest	170		2,262
Sales tax	3,477		1,956
Other accrued expenses	512		394
Total	$	32,039	$	29,915

INCOME TAXES - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Deferred tax assets:
Investment in partnership	$ 73,626	$ 79,181
Tax Receivable Agreement	71,536	58,281
Net operating loss carryforwards	38,652	19,833
Other assets	10,087	4,551
Total gross deferred tax assets	193,901	161,846
Valuation allowance	(9,200)	(11,349)
Net deferred tax assets	$ 184,701	$ 150,497

LEASES

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

LEASES

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

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


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

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

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


Operating leases	Classification	December 31, 2023		December 25, 2022
Right-of-use assets	Operating lease assets	$	193,825	$	166,808
		193,825		166,808

Current lease liabilities	Short-term operating lease liability	5,577		4,849
Non-current lease liabilities	Long-term operating lease liability	238,414		200,166
		$	243,991	$	205,015

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


		Fiscal Years Ended
Operating leases	Classification	December 31, 2023		December 25, 2022
Operating lease cost	Occupancy Other operating expenses General and administrative expenses Pre-opening expenses	$	28,861	$	25,735
Short-term operating lease cost	Occupancy Other operating expenses	1,069		698
Variable lease cost	Occupancy Other operating expenses General and administrative expenses	3,714		3,604
		$	33,644	$	30,037

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


Operating leases	December 31, 2023		December 25, 2022
Weighted-average remaining lease term (years):	25.5		25.0
Weighted-average discount rate:	9.6	%	9.8	%

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


	Fiscal Years End
	December 31, 2023		December 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	23,478	$	21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	33,176		10,682

As of December 31, 2023, the maturity analysis of the lease liabilities consisted of the following (in thousands):


Year Ending	Operating Leases
2024	$	26,603
2025	26,268
2026	26,347
2027	25,583
2028	25,719
Thereafter	613,764
Total lease payments	744,284
Less: imputed interest	(500,293)
Total operating lease liabilities	$	243,991

As of December 31, 2023, operating lease payments include $442.6 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $19.6 million of legally binding minimum payments for leases signed but not yet commenced.

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

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


	Fiscal Year Ended
	December 26, 2021
Minimum rentals	$	22,363
Contingent rentals	679
Total rental expense	$	23,042

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 18,424	$ 10,851	$ (15,184)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

RELATED PARTY TRANSACTIONS - Tax Receivable Agreement (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Related Party Transactions [Abstract]
Current portion of Tax Receivable Agreement liability	$ 4,428	$ 813
Tax Receivable Agreement liability	$ 295,390	$ 252,003

STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands			2 Months Ended	3 Months Ended			6 Months Ended	10 Months Ended	12 Months Ended
	Apr. 05, 2023 $ / shares shares	Oct. 25, 2021 USD ($) vote $ / shares shares	Dec. 26, 2021 USD ($) shares	Mar. 26, 2023 $ / shares shares	Dec. 25, 2022 $ / shares shares	Sep. 25, 2022 $ / shares shares	Jun. 25, 2023 shares	Oct. 24, 2021 shares	Dec. 31, 2023 USD ($) vote $ / shares shares	Dec. 25, 2022 USD ($) $ / shares shares	Dec. 26, 2021 USD ($) shares	Dec. 27, 2020 shares
Temporary Equity [Line Items]
Preferred stock, shares authorized (in shares)					10,000,000				10,000,000	10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.01				$ 0.01	$ 0.01
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 20.00
Payments of stock issuance costs \| $									$ 0	$ 771	$ 6,279
IPO
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)		23,310,810
Proceeds from stock offering \| $		$ 430,000
Payments of stock issuance costs \| $		29,100	$ 29,100
Offering expenses \| $		$ 7,100	$ 7,100
Over-Allotment Option
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)		3,040,540
Class A Common Stock
Temporary Equity [Line Items]
Common units authorized (in shares)					380,000,000				380,000,000	380,000,000
Common stock, par value (in dollars per share) \| $ / shares					$ 0.01				$ 0.01	$ 0.01
Number of votes per share \| vote		1							1
Conversion ratio									1
Shares to limited liability unit required ratio									1
Number of shares issued in transaction (in shares)							6,350,717
Common units outstanding (in shares)					48,420,723				55,502,375	48,420,723
Class A Common Stock \| Blocker Companies
Temporary Equity [Line Items]
Shares acquired (in shares)				2,269,776
Class A Common Stock \| Pre-IPO LLC Members
Temporary Equity [Line Items]
Common units outstanding (in shares)									5,996,286
Class A Common Stock \| Portillo's OpCo
Temporary Equity [Line Items]
Ownership %					67.00%				76.10%	67.00%
Class A Common Stock \| Common Stock
Temporary Equity [Line Items]
Effect of the Transactions (in shares)		12,496,361						12,496,361
Redemption of LLC Interests in connection with the secondary offering (in shares)									6,350,717	11,836,159
Issuance of common units (in shares)			23,310,810
Common units outstanding (in shares)			35,807,171		48,420,723				55,502,375	48,420,723	35,807,171	0
Activity under stock compensation plans (in shares)									717,416	777,393
Class A Common Stock \| Over-Allotment Option
Temporary Equity [Line Items]
Number of shares issued in transaction (in shares)	620,493					66,458
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 21.05
Class A Common Stock \| Secondary Offering
Temporary Equity [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 dollars per share) \| $ / shares				$ 21.05	$ 22.69	$ 23.75				$ 22.69
Class B Common Stock
Temporary Equity [Line Items]
Common units authorized (in shares)					50,000,000				50,000,000	50,000,000
Common stock, par value (in dollars per share) \| $ / shares					$ 0.00001				$ 0.00001	$ 0.00001
Number of votes per share \| vote		1							1
Shares to limited liability unit required ratio									1
Redemption of LLC Interests in connection with the secondary offering (in shares)				6,350,717
Common units outstanding (in shares)					23,837,162				17,472,926	23,837,162
Class B Common Stock \| Pre-IPO LLC Members
Temporary Equity [Line Items]
Common units outstanding (in shares)									17,472,926
Class B Common Stock \| Portillo's OpCo
Temporary Equity [Line Items]
Ownership %					33.00%				23.90%	33.00%
Class B Common Stock \| Common Stock
Temporary Equity [Line Items]
Effect of the Transactions (in shares)		35,673,321						35,673,321
Redemption of LLC Interests in connection with the secondary offering (in shares)									(6,350,717)	(11,836,159)
Common units outstanding (in shares)			35,673,321		23,837,162				17,472,926	23,837,162	35,673,321	0

EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

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

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

The computations of basic and diluted earnings (loss) per share for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 are as follows (in thousands):


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Net income (loss)	$	24,818	$	17,157	$	(34,592)
Net income (loss) attributable to non-controlling interests	6,394		6,306		(19,408)
Net income (loss) attributable to Portillo's Inc.	$	18,424	$	10,851	$	(15,184)

Shares:
Weighted-average number of common shares outstanding-basic	53,807		38,902		35,807
Dilutive unit awards	3,501		3,814		—
Weighted-average number of common shares outstanding-diluted	57,308		42,716		35,807

Basic net income (loss) per share	$	0.34	$	0.28	$	(0.42)
Diluted net income (loss) per share	$	0.32	$	0.25	$	(0.42)

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

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


	Fiscal Years Ended
		December 31, 2023	December 25, 2022	December 26, 2021
Shares subject to performance conditions		1,812	1,807	1,224
Share that were antidilutive		5	—	—
Total shares excluded from diluted loss per share		1,817	1,807	1,224

EQUITY-BASED COMPENSATION - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 15,542	$ 16,137	$ 30,708
Labor
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	1,647	1,448	561
General and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total equity-based compensation expense	$ 13,895	$ 14,689	$ 30,147

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SUPPLEMENTAL BALANCE SHEET INFORMATION

12 Months Ended

Dec. 31, 2023

Balance Sheet Related Disclosures [Abstract]

SUPPLEMENTAL BALANCE SHEET INFORMATION

Accounts and tenant improvement receivables consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Tenant improvement receivable	$	8,081	$	3,218
Accounts receivable	6,102		5,372
Total	$	14,183	$	8,590

Prepaid expenses consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Prepaid insurance	$	3,060	$	1,969
Prepaid occupancy	2,314		504
Other prepaid expenses	3,191		2,449
Total	$	8,565	$	4,922

Accrued expenses consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Salaries, wages, and other compensation	$	18,019	$	16,699
Rent and real estate taxes	6,551		5,738
Insurance	3,310		2,866
Interest	170		2,262
Sales tax	3,477		1,956
Other accrued expenses	512		394
Total	$	32,039	$	29,915

EARNINGS (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

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

The computations of basic and diluted earnings (loss) per share for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 are as follows (in thousands):


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Net income (loss)	$	24,818	$	17,157	$	(34,592)
Net income (loss) attributable to non-controlling interests	6,394		6,306		(19,408)
Net income (loss) attributable to Portillo's Inc.	$	18,424	$	10,851	$	(15,184)

Shares:
Weighted-average number of common shares outstanding-basic	53,807		38,902		35,807
Dilutive unit awards	3,501		3,814		—
Weighted-average number of common shares outstanding-diluted	57,308		42,716		35,807

Basic net income (loss) per share	$	0.34	$	0.28	$	(0.42)
Diluted net income (loss) per share	$	0.32	$	0.25	$	(0.42)

Schedule of Units Excluded from Calculation of Diluted Earnings per Share

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


	Fiscal Years Ended
		December 31, 2023	December 25, 2022	December 26, 2021
Shares subject to performance conditions		1,812	1,807	1,224
Share that were antidilutive		5	—	—
Total shares excluded from diluted loss per share		1,817	1,807	1,224

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY - USD ($) $ in Thousands	Total	Adoption of Accounting Standards Codification 842 - Leases	Class A Common Stock	Class B Common Stock	Members' Equity	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Deficit Adoption of Accounting Standards Codification 842 - Leases	Non-controlling interest	Non-controlling interest Adoption of Accounting Standards Codification 842 - Leases
Beginning balance (in shares) at Dec. 27, 2020	100,000
Beginning balance at Dec. 27, 2020	$ 200,571
Ending balance (in shares) at Dec. 26, 2021	0
Ending balance at Dec. 26, 2021	$ 0
Beginning balance at Dec. 27, 2020	140,709				$ 140,709	$ 0	$ 0	$ 0	$ 0		$ 0
Beginning balance (in shares) at Dec. 27, 2020						0	0
Total Equity
Net income (loss)	(13,416)
Ending balance at Dec. 26, 2021	423,406	$ 461			$ 0	$ 358	$ 0	186,856	(15,950)	$ 287	252,142	$ 174
Ending balance (in shares) at Dec. 26, 2021						35,807,171	35,673,321
Total Equity
Net income (loss)	17,157								10,851		6,306
Equity-based compensation subsequent to the Transactions	16,137							8,820			7,317
Activity under stock compensation plans (in shares)						777,393
Activity under equity-based compensation plans	(598)					$ 8		(606)
Redemption of LLC Interests in connection with the secondary offering (in shares)						11,836,159	(11,836,159)
Redemption of LLC Units in connection with the secondary offering	0					$ 118		(118)
Non-controlling interest adjustment	0							89,374			(89,374)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(23,662)							(23,662)
Ending balance at Dec. 25, 2022	432,901					$ 484	$ 0	260,664	(4,812)		176,565
Ending balance (in shares) at Dec. 25, 2022			48,420,723	23,837,162		48,420,723	23,837,162
Total Equity
Net income (loss)	24,818								18,424		6,394
Equity-based compensation subsequent to the Transactions	15,542							11,522			4,020
Activity under stock compensation plans (in shares)						717,416
Activity under equity-based compensation plans	960					$ 7		953
Redemption of LLC Interests in connection with the secondary offering (in shares)						6,350,717	(6,350,717)
Redemption of LLC Units in connection with the secondary offering	0					$ 64		(64)
Redemption of LLC interests (in shares)						13,519	(13,519)
Non-controlling interest adjustment	0							48,849			(48,849)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(13,712)							(13,712)
Distributions paid to non-controlling interest holders	(399)										(399)
Ending balance at Dec. 31, 2023	$ 460,110					$ 555	$ 0	$ 308,212	$ 13,612		$ 137,731
Ending balance (in shares) at Dec. 31, 2023			55,502,375	17,472,926		55,502,375	17,472,926

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Income Statement [Abstract]
REVENUES, NET	$ 679,905,000	$ 587,104,000	$ 534,952,000
Restaurant operating expenses:
Food, beverage and packaging costs	230,869,000	204,237,000	166,764,000
Labor	173,868,000	154,392,000	138,788,000
Occupancy	33,358,000	30,657,000	28,060,000
Other operating expenses	76,639,000	65,312,000	59,258,000
Total restaurant operating expenses	514,734,000	454,598,000	392,870,000
General and administrative expenses	78,835,000	66,892,000	87,089,000
Pre-opening expenses	9,019,000	4,715,000	3,565,000
Depreciation and amortization	24,313,000	20,907,000	23,312,000
Net income attributable to equity method investment	(1,401,000)	(1,083,000)	(797,000)
Other income, net	(1,035,000)	(204,000)	(1,099,000)
OPERATING INCOME	55,440,000	41,279,000	30,012,000
Interest expense	27,470,000	27,644,000	39,694,000
Interest income	(212,000)	0	0
Tax Receivable Agreement liability adjustment	(3,349,000)	(5,345,000)	0
Loss on debt extinguishment	3,465,000	0	7,265,000
INCOME (LOSS) BEFORE INCOME TAXES	28,066,000	18,980,000	(16,947,000)
Income tax expense (benefit)	3,248,000	1,823,000	(3,531,000)
NET INCOME (LOSS)	24,818,000	17,157,000	(13,416,000)
Less: Redeemable preferred units accretion	0	0	(21,176,000)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON HOLDERS	24,818,000	17,157,000	(34,592,000)
Net income (loss) attributable to non-controlling interests	6,394,000	6,306,000	(19,408,000)
NET INCOME (LOSS) ATTRIBUTABLE TO PORTILLO'S INC.	$ 18,424,000	$ 10,851,000	$ (15,184,000)
Income (loss) per common share attributable to Portillo's Inc.:
Basic (in dollars per share)	$ 0.34	$ 0.28	$ (0.42)
Diluted (in dollars per share)	$ 0.32	$ 0.25	$ (0.42)
Weighted-average common shares outstanding:
Basic (in shares)	53,806,570	38,902,259	35,807,171
Diluted (in shares)	57,307,784	42,715,977	35,807,171

SUPPLEMENTAL BALANCE SHEET INFORMATION - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Balance Sheet Related Disclosures [Abstract]
Prepaid insurance	$ 3,060	$ 1,969
Prepaid occupancy	2,314	504
Other prepaid expenses	3,191	2,449
Prepaid expenses	$ 8,565	$ 4,922

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
CURRENT ASSETS:
Cash and cash equivalents and restricted cash	$ 10,438	$ 44,427
Accounts and tenant improvement receivables	14,183	8,590
Inventory	8,733	7,387
Prepaid expenses	8,565	4,922
Total current assets	41,919	65,326
Property and equipment, net	295,793	227,036
Operating lease assets	193,825	166,808
Goodwill	394,298	394,298
Trade names	223,925	223,925
Other intangible assets, net	28,911	31,800
Equity method investment	16,684	16,274
Deferred tax assets	184,701	150,497
Other assets	5,485	4,119
Total other assets	854,004	820,913
Total assets	1,385,541	1,280,083
CURRENT LIABILITIES:
Accounts payable	33,189	30,273
Current portion of long-term debt	7,500	4,155
Short-term debt	15,000	0
Current portion of Tax Receivable Agreement liability	4,428	813
Current deferred revenue	7,180	7,292
Short-term operating lease liability	5,577	4,849
Accrued expenses	32,039	29,915
Total current liabilities	104,913	77,297
LONG-TERM LIABILITIES:
Long-term debt, net of current portion	283,923	314,425
Tax Receivable Agreement liability	295,390	252,003
Long-term operating lease liability	238,414	200,166
Other long-term liabilities	2,791	3,291
Total long-term liabilities	820,518	769,885
Total liabilities	925,431	847,182
COMMITMENTS AND CONTINGENCIES (NOTE 16)
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized, 0.00 issued and outstanding	0	0
Additional paid-in-capital	308,212	260,664
Retained earnings (accumulated deficit)	13,612	(4,812)
Total stockholders' equity attributable to Portillo's Inc.	322,379	256,336
Non-controlling interest	137,731	176,565
Total stockholders' equity	460,110	432,901
Total liabilities and members' equity	1,385,541	1,280,083
Class A Common Stock
STOCKHOLDERS' EQUITY:
Common stock, value	555	484
Class B Common Stock
STOCKHOLDERS' EQUITY:
Common stock, value	$ 0	$ 0

PROPERTY & EQUIPMENT, NET

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY & EQUIPMENT, NET

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


	December 31, 2023		December 25, 2022
Land improvements	$	19,000	$	16,369
Furniture, fixtures, and equipment	155,871		126,130
Leasehold improvements	227,080		153,341
Transportation equipment	2,881		2,281
Construction-in-progress	16,808		35,386
	421,640		333,507
Less: accumulated depreciation	(125,847)		(106,471)
	$	295,793	$	227,036

Depreciation expense was $21.4 million, $18.0 million, and $16.9 million for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively, and was included in depreciation and amortization in the consolidated statements of operations.

EQUITY-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

EQUITY-BASED COMPENSATION

2021 Equity Incentive Plan

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

Restricted Stock Units

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

Activity for the Company's RSUs was as follows:


	Restricted Stock Units (in thousands)	Weighted-average grant date fair value per share
Non-vested, December 25, 2022	610	$	20.48
Granted	325	20.09
Vested	(340)	20.53
Forfeited	(59)	20.32
Non-vested, December 31, 2023	536	$	20.23

As of December 31, 2023, there was $8.1 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to vest over a weighted-average period of 1.5 years.

Restricted Stock Awards

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


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

No RSAs were issued during the years ended December 31, 2023 and December 26, 2021.

Performance Stock Options

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

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


	2023	2022	2021
Fair value	$2.30	$7.93	$7.58
Stock price	$17.86	$22.19	$20.00
Risk-free interest rate	4.96%	3.37%	0.93%
Expected life (years)	2.1	3.2	4.0
Annualized equity volatility	37.7%	51.9%	54.4%

Activity for the Company's PSOs was as follows:


	PSOs (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 25, 2022	1,807	$	20.08
Granted	52	17.86
Exercised	—	—
Forfeited	(47)	20.00
Expired	—	—
Outstanding-December 31, 2023	1,812	20.02		7.9	—
Exercisable-December 31, 2023	—	—		—	—
Vested and expected to vest-December 31, 2023	1,652	$	20.02	7.9	$	—

As of December 31, 2023, there was $5.8 million of total unrecognized compensation cost related to unvested PSOs, which is expected to be recognized over a weighted average period of 2.0 years.

2014 Equity Incentive Plan

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

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

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

Activity under the 2014 Plan for the year ended December 31, 2023 was as follows:


	Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 25, 2022	5,830	$	4.60
Granted	—	—
Exercised	(501)	3.75
Forfeited	(56)	5.25
Expired	(12)	5.63
Outstanding-December 31, 2023	5,261	$	4.67	3.7	$	59,246
Vested-December 31, 2023	4,939	$	4.64	3.5	$	55,756
Vested and expected to vest-December 31, 2023	5,244	$	4.67	3.7	$	59,057

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


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

Volatility												54.7%

As of December 31, 2023, there was $1.9 million of total unrecognized compensation cost related to unvested options under the 2014 plan, which is expected to be recognized over a weighted average period of 1.8 years.

Equity-Based Compensation Expense

Equity-based compensation expense is calculated based on equity 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 was as follows (in thousands):


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Labor	$	1,647	$	1,448	$	561
General and administrative expenses	13,895		14,689		30,147
Total equity-based compensation expense	$	15,542	$	16,137	$	30,708

Total equity-based compensation expense in 2022 decreased in comparison to 2021, primarily due to the recognition of cash compensation expense of approximately $1.3 million and a non-cash compensation expense of approximately $26.2 million in fiscal year 2021, due to the aforementioned modification of performance-vesting awards.

Employee Stock Purchase Plan

During the year ended December 31, 2023, the Company issued 29,808 shares under the Employee Stock Purchase Plan ("ESPP"). The shares issued under the ESPP are net of shares withheld for taxes. At December 31, 2023, 211,954 shares remained available for issuance under the ESPP. The expense incurred under the ESPP for the year ended December 31, 2023 and year ended December 25, 2022, was immaterial. The expense is included within general and administrative expenses and labor in the consolidated statement of operations.

LEASES - Schedule of Rent Expense Under ASC 840 (Details) $ in Thousands	12 Months Ended
	Dec. 26, 2021 USD ($)
Leases [Abstract]
Minimum rentals	$ 22,363
Contingent rentals	679
Total rental expense	$ 23,042

COVER PAGE - USD ($)	12 Months Ended
COVER PAGE - USD ($)	Dec. 31, 2023	Feb. 20, 2024	Jun. 23, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-40951
Entity Registrant Name	PORTILLO'S INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1104304
Entity Address, Address Line One	2001 Spring Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Oak Brook
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60523
City Area Code	630
Local Phone Number	954-3773
Title of 12(b) Security	Class A common stock, $0.01 par value per share
Trading Symbol	PTLO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 981,393,224
Entity Common Stock, Shares Outstanding (in shares)		55,649,664
Entity Central Index Key	0001871509
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY

LEASES - Schedule of Lease Terms and Discount Rates (Details)	Dec. 31, 2023	Dec. 25, 2022
Leases [Abstract]
Weighted-average remaining lease term (years)	25 years 6 months	25 years
Weighted-average discount rate	9.60%	9.80%

NON-CONTROLLING INTERESTS - Narrative (Details)			3 Months Ended			6 Months Ended		12 Months Ended
NON-CONTROLLING INTERESTS - Narrative (Details)	Apr. 05, 2023 $ / shares shares	Oct. 25, 2021 $ / shares shares	Mar. 26, 2023 $ / shares shares	Dec. 25, 2022 $ / shares shares	Sep. 25, 2022 $ / shares shares	Jun. 25, 2023 shares	Dec. 25, 2022 offering $ / shares	Dec. 31, 2023 shares	Dec. 25, 2022 $ / shares
Noncontrolling Interest [Line Items]
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 20.00
Portillo's OpCo
Noncontrolling Interest [Line Items]
Weighted average ownership percentage								25.90%	45.80%
Over-Allotment Option
Noncontrolling Interest [Line Items]
Number of shares issued in transaction (in shares)		3,040,540
LLC Units
Noncontrolling Interest [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares)			6,350,717			6,350,717
Stock received, newly-issued LLC units (in shares)								6,350,717
Class A Common Stock
Noncontrolling Interest [Line Items]
Number of shares issued in transaction (in shares)						6,350,717
Class A Common Stock \| Secondary Offering
Noncontrolling Interest [Line Items]
Number of shares issued in transaction (in shares)			8,000,000	8,000,000	8,066,458
Number of offerings \| offering							2
Sale of stock, price per share (in dollars per share) \| $ / shares			$ 21.05	$ 22.69	$ 23.75		$ 22.69		$ 22.69
Class A Common Stock \| Over-Allotment Option
Noncontrolling Interest [Line Items]
Number of shares issued in transaction (in shares)	620,493				66,458
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 21.05

DESCRIPTION OF BUSINESS (Details) $ / shares in Units, $ in Thousands			2 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Apr. 05, 2023 $ / shares shares	Oct. 25, 2021 USD ($) stockClass vote $ / shares shares	Dec. 26, 2021 USD ($)	Mar. 26, 2023 $ / shares shares	Dec. 25, 2022 restaurant $ / shares shares	Sep. 25, 2022 $ / shares shares	Jun. 25, 2023 shares	Dec. 25, 2022 restaurant offering $ / shares	Dec. 31, 2023 USD ($) state food_production_commissary restaurant vote	Dec. 25, 2022 USD ($) restaurant $ / shares	Dec. 26, 2021 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of states in which entity operates \| state									10
Number of food production commissaries \| food_production_commissary									2
Number of restaurants \| restaurant					71			71	83	71
Number of non-traditional locations \| restaurant					2			2	2	2
Sale of stock, price per share (in dollars per share) \| $ / shares		$ 20.00
Payments of stock issuance costs \| $									$ 0	$ 771	$ 6,279
Repayment of redeemable preferred units \| $		$ 221,700
Payments of long-term debt \| $									$ 328,053	$ 3,324	$ 158,324
Payments for repurchase of common stock \| $		$ 57,000
Tax payable as a percent of tax savings		85.00%							85.00%
Tax savings retained, percent		15.00%
Number Of Common Stock Classes \| stockClass		2
Class A Common Stock
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)							6,350,717
Number of votes per share \| vote		1							1
Class A Common Stock \| Portillo's OpCo
Schedule of Equity Method Investments [Line Items]
Ownership %					67.00%			67.00%	76.10%	67.00%
Class A Common Stock \| Blocker Companies
Schedule of Equity Method Investments [Line Items]
Shares acquired (in shares)				2,269,776
Class B Common Stock
Schedule of Equity Method Investments [Line Items]
Number of votes per share \| vote		1							1
Redemption of LLC Interests in connection with the secondary offering (in shares)				6,350,717
Class B Common Stock \| Portillo's OpCo
Schedule of Equity Method Investments [Line Items]
Ownership %					33.00%			33.00%	23.90%	33.00%
LLC Units
Schedule of Equity Method Investments [Line Items]
Redemption of LLC Interests in connection with the secondary offering (in shares)				6,350,717			6,350,717
Issuance of common units (in shares)				6,350,717
Second Lien Term B-3 Loans
Schedule of Equity Method Investments [Line Items]
Payments of long-term debt \| $		$ 158,100
IPO
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)		23,310,810
Proceeds from stock offering \| $		$ 430,000
Payments of stock issuance costs \| $		29,100	$ 29,100
Offering expenses \| $		$ 7,100	$ 7,100
Over-Allotment Option
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)		3,040,540
Over-Allotment Option \| Class A Common Stock
Schedule of Equity Method Investments [Line Items]
Number of shares issued in transaction (in shares)	620,493					66,458
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 21.05
Secondary Offering \| Class A Common Stock
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 dollars per share) \| $ / shares				$ 21.05	$ 22.69	$ 23.75		$ 22.69		$ 22.69
Number of offerings \| offering								2
C&O
Schedule of Equity Method Investments [Line Items]
Ownership percentage									50.00%

INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate	11.50%	9.60%	20.90%
Expected U.S. federal income taxes at statutory rate	21.00%	21.00%	21.00%
Investment in partnership	$ 73,626,000	$ 79,181,000
Deferred tax assets, tax receivable agreement	71,536,000	58,281,000
Valuation allowance	9,200,000	11,349,000
Operating loss carryforwards	38,700,000	19,800,000
Unrecognized tax benefits	0	0
Tax receivable agreement liability	299,800,000
Current portion of Tax Receivable Agreement liability	4,428,000	813,000
Tax receivable agreement amount paid	$ 800,000	$ 0	$ 0

REVENUE RECOGNITION (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Gift Card Liability

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


	December 31, 2023		December 25, 2022
Gift card liability	$	6,981	$	6,988


	Fiscal Years Ended
		December 31, 2023		December 25, 2022		December 26, 2021
Revenue recognized from gift card liability balance at the beginning of the year		$	3,822	$	3,598	$	3,279

EQUITY-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Non-Option Award Activity

Activity for the Company's RSUs was as follows:


	Restricted Stock Units (in thousands)	Weighted-average grant date fair value per share
Non-vested, December 25, 2022	610	$	20.48
Granted	325	20.09
Vested	(340)	20.53
Forfeited	(59)	20.32
Non-vested, December 31, 2023	536	$	20.23

Activity for the Company's PSOs was as follows:


	PSOs (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 25, 2022	1,807	$	20.08
Granted	52	17.86
Exercised	—	—
Forfeited	(47)	20.00
Expired	—	—
Outstanding-December 31, 2023	1,812	20.02		7.9	—
Exercisable-December 31, 2023	—	—		—	—
Vested and expected to vest-December 31, 2023	1,652	$	20.02	7.9	$	—

Schedule of Award Fair Value and Weighted Average Assumptions

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


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

No RSAs were issued during the years ended December 31, 2023 and December 26, 2021.

Schedule of Option Fair Value and Weighted Average Assumptions

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


	2023	2022	2021
Fair value	$2.30	$7.93	$7.58
Stock price	$17.86	$22.19	$20.00
Risk-free interest rate	4.96%	3.37%	0.93%
Expected life (years)	2.1	3.2	4.0
Annualized equity volatility	37.7%	51.9%	54.4%

The weighted average assumptions used to estimate the fair value of stock options granted during the year ended December 26, 2021 was as follows:


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

Volatility												54.7%

Schedule of Option Activity

Activity under the 2014 Plan for the year ended December 31, 2023 was as follows:


	Options (in thousands)	Weighted Average Exercise Price		Weighted Average Remaining Term (Years)	Aggregate Intrinsic Value
Outstanding-December 25, 2022	5,830	$	4.60
Granted	—	—
Exercised	(501)	3.75
Forfeited	(56)	5.25
Expired	(12)	5.63
Outstanding-December 31, 2023	5,261	$	4.67	3.7	$	59,246
Vested-December 31, 2023	4,939	$	4.64	3.5	$	55,756
Vested and expected to vest-December 31, 2023	5,244	$	4.67	3.7	$	59,057

Schedule of Equity-based Compensation Expense

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


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Labor	$	1,647	$	1,448	$	561
General and administrative expenses	13,895		14,689		30,147
Total equity-based compensation expense	$	15,542	$	16,137	$	30,708

REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	12 Months Ended
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Revenue from External Customer [Line Items]
Gift card sales that will not be redeemed, percent	11.00%
Gift card breakage	$ 917	$ 798	$ 715
Gift Card
Revenue from External Customer [Line Items]
Gift card liability	6,981	6,988
Revenue recognized from gift card liability balance at the beginning of the year	$ 3,822	$ 3,598	$ 3,279

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

As of December 31, 2023 and December 25, 2022, the fair value of the mutual fund investments and deferred compensation obligations were as follows (in thousands):


	December 31, 2023		December 25, 2022
	Level 1
Assets - Investments designated for deferred compensation plan
Cash/money accounts	$	1,083	$	1,470
Mutual Funds	2,181		2,241
Total assets	$	3,264	$	3,711

PROPERTY & EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 421,640	$ 333,507
Less: accumulated depreciation	(125,847)	(106,471)
Total property and equipment	295,793	227,036
Depreciation expense	21,400	18,000	$ 16,900
Land improvements
Property, Plant and Equipment [Line Items]
Property and equipment	19,000	16,369
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Property and equipment	155,871	126,130
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment	227,080	153,341
Transportation equipment
Property, Plant and Equipment [Line Items]
Property and equipment	2,881	2,281
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment	$ 16,808	$ 35,386

LEASES - Increase Decrease Prior Period Amounts (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022	Dec. 27, 2021
Lessee, Lease, Description [Line Items]
Operating lease assets	$ 193,825	$ 166,808
Short-term operating lease liability	5,577	4,849
Long-term operating lease liability	238,414	200,166
Other long-term liabilities	2,791	3,291
Stockholders equity	$ 13,612	$ (4,812)
Adoption of Accounting Standards Codification 842 - Leases
Lessee, Lease, Description [Line Items]
Operating lease assets			$ 162,810
Intangible assets, net			(1,142)
Short-term operating lease liability			4,405
Deferred rent			(32,174)
Long-term operating lease liability			189,682
Other long-term liabilities			(461)
Stockholders equity			461
Write off of deferred gain			$ 500

DEBT

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

DEBT

Debt consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
2023 Term Loan	$	294,375	$	—
2014 Term B-3 Loans	—		322,428
2023 Revolver Facility	15,000		—

Unamortized discount and debt issuance costs	(2,952)		(3,848)
Total debt, net	306,423		318,580
Less: Short-term debt	(15,000)		—
Less: Current portion of long-term debt	(7,500)		(4,155)
Long-term debt, net	$	283,923	$	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 December 31, 2023, the interest rates on the 2023 Term Loan and 2023 Revolver Facility were 8.00% and 8.23%, respectively. Pursuant to the 2023 Credit Agreement, as of December 31, 2023, the commitment fees to maintain the 2023 Revolver Facility were 0.250% and letter of credit fees were 2.75%. Commitment fees, letter of credit fees, and letter of credit fronting fees are recorded as interest expense in the consolidated statements of operations. As of December 31, 2023, the effective interest rate for the 2023 Credit Agreement was 8.36%.

The 2023 Term Loan will amortize in quarterly installments equaling an aggregate annual amount of $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 December 31, 2023, outstanding borrowings under the 2023 Credit Agreement totaled $309.4 million, comprising of $294.4 million under the 2023 Term Loan, and $15.0 million under the 2023 Revolver Facility. Letters of credit issued under the 2023 Revolver Facility totaled $4.3 million. As a result, as of December 31, 2023, the Company had $80.7 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 December 25, 2022, and December 26, 2021, the interest rates on the 2014 Term B-3 Loans was 9.57% and 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 December 25, 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 December 25, 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 December 25, 2022, letter of credit fronting fees were 0.125%. Commitment fees and letter of credit fronting fees are recorded as interest expense in the consolidated statements of operations. As of December 25, 2022, the effective interest rate was 10.39%.

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.

Second Lien

Holdings, the Borrower and certain of its subsidiaries entered into the Second Lien Credit Agreement (the “Second Lien Credit Agreement”) dated as of August 1, 2014 and as amended on October 25, 2016 and December 6, 2019 with UBS AG, Stamford Branch, as administrative agent and collateral agent, and other lenders from time to time party thereto (the “Second Lien Lenders”). The Second Lien Lenders extended

credit in the form of initial second lien term loans in an initial aggregate principal amount of $80.0 million.

On December 6, 2019, the Borrower entered into second amendment to the Second Lien Credit Agreement (the “Second Amendment to Second Lien Credit Agreement”) whereby the aggregate principal amount of the term loans as of the effective date of the Second Amendment to the Second Lien Credit Agreement was $155.0 million (the “Second Lien Term B-3 Loans”). The maturity date of the Second Lien Term B-3 Loans was extended to December 6, 2024. In addition to the increased principal amount, the interest rates spread for the Second Lien Term B-3 Loans increased by 150 basis points to 9.50% for Eurocurrency Rate loans. The Borrower determined interest on the Second Lien at the Eurocurrency Rate, plus 9.50%.

In connection with the IPO, the Company received aggregate net proceeds of approximately $430.0 million after deducting underwriting discounts and commissions and offering expenses. Net proceeds of $158.1 million were used to repay the Second Lien Term B-3 Loans in full, including a $3.1 million prepayment penalty, which was recorded as a loss on debt extinguishment during the year ended December 26, 2021 in the consolidated statement of operations.

Maturities of long-term debt

Principal payments on long-term debt (excluding the Revolving Facility) outstanding at December 31, 2023 for each year through maturity are as follows (in thousands):


2024	7,500
2025	13,125
2026	15,000
2027	26,250
2028	232,500
	$	294,375

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 and the Second Lien Term B-3 Loans as described above, deferred financing costs and original issuance discount of $3.5 million and $4.2 million were recorded as a loss on debt extinguishment during the year ended December 31, 2023 and December 26, 2021, respectively, in the consolidated statement of operations. There were no debt extinguishments during the year ended December 25, 2022.

The Company amortized $0.4 million, $2.0 million and $2.1 million of deferred financing costs, respectively, during each of the years ended December 31, 2023, December 25, 2022 and December 26, 2021, which was included in interest expense in the consolidated statements of operations. In addition, the Company also amortized $0.6 million, $0.8 million and $1.5 million in original issue discount related to the long-term debt, respectively, during each of the years ended December 31, 2023, December 25, 2022 and December 26, 2021 which was included in interest expense in the consolidated statements of operations.

Total interest costs incurred were $27.5 million, $27.6 million and $39.7 million for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively.

As of December 31, 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 December 31, 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1B
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventory consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Raw materials	$	6,737	$	5,722
Work in progress	157		104
Finished goods	912		876
Consigned inventory	927		685
	$	8,733	$	7,387

DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Debt Instrument [Line Items]
Long-term debt, gross	$ 294,375
Unamortized discount and debt issuance costs	(2,952)	$ (3,848)
Total debt, net	306,423	318,580
Less: Short-term debt	(15,000)	0
Less: Current portion of long-term debt	(7,500)	(4,155)
Long-term debt, net	283,923	314,425
Line of Credit
Debt Instrument [Line Items]
2023 Revolver Facility	309,400
Less: Short-term debt	(15,000)	0
Less: Current portion of long-term debt	(7,500)	(4,155)
2023 Term Loan \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Long-term debt, gross	294,375	0
2023 Revolver Facility	294,400
2014 Term B-3 Loans \| Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross	0	322,428
2023 Revolver Facility \| 2023 Revolver Facility
Debt Instrument [Line Items]
2023 Revolver Facility	15,000	$ 0
2023 Revolver Facility \| Line of Credit \| Secured Debt
Debt Instrument [Line Items]
2023 Revolver Facility	$ 15,000

EARNINGS (LOSS) PER SHARE- Narrative (Details)	Oct. 25, 2021 shares
IPO
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	23,310,810

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
-Paragraph 3
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

GOODWILL & INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 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. The Company used the market approach to test goodwill. The market approach utilized publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit.

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

No impairment charges were recognized for goodwill or indefinite-lived intangible assets for the years ended December 31, 2023, December 25, 2022 and December 26, 2021.

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


	As of December 31, 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		(27,206)		28,911


	$	280,042	$	(27,206)	$	252,836


	As of December 25, 2022

	Gross Carrying Amount		Accumulated Amortization		ASC 842 Adjustment		Net Carrying Amount

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

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

Amortization expense was $2.9 million, $2.9 million, and $6.4 million for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 respectively, and was included in depreciation and amortization in the consolidated statements of operations.

The estimated aggregate amortization expense related to intangible assets held at December 31, 2023 for the next five years and thereafter is as follows (in thousands):


	Estimated Amortization
2024	2,813
2025	2,707
2026	2,707
2027	2,707
2028	2,707
Thereafter	15,270
	$	28,911

EQUITY-BASED COMPENSATION - Restricted Stock Units and Performance Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
RSUs
Number of Awards:
Outstanding, beginning of the period (in shares) \| shares	610
Granted (in shares) \| shares	325
Vested (in shares) \| shares	(340)
Forfeited (in shares) \| shares	(59)
Outstanding, end of the period (in shares) \| shares	536
Weighted-average grant date fair value per share
Non-vested RSUs at the beginning of the period (in dollars per share) \| $ / shares	$ 20.48
Granted (in dollars per share) \| $ / shares	20.09
Vested (in dollars per share) \| $ / shares	20.53
Forfeited (in dollars per share) \| $ / shares	20.32
Non-vested RSUs at the end of the period (in dollars per share) \| $ / shares	$ 20.23
Shares subject to performance conditions
Number of Awards:
Outstanding, beginning of the period (in shares) \| shares	1,807
Granted (in shares) \| shares	52
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	(47)
Expired (in shares) \| shares	0
Outstanding, end of the period (in shares) \| shares	1,812
Exercisable (in shares) \| shares	0
Vested and expected to vest (in shares) \| shares	1,652
Weighted-average grant date fair value per share
Non-vested RSUs at the beginning of the period (in dollars per share) \| $ / shares	$ 20.08
Granted (in dollars per share) \| $ / shares	17.86
Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	20.00
Expired (in dollars per share) \| $ / shares	0
Non-vested RSUs at the end of the period (in dollars per share) \| $ / shares	20.02
Exercisable (in dollars per share) \| $ / shares	0
Vested and expected to vest (in dollars per share) \| $ / shares	$ 20.02
Weighted Average Remaining Term, Outstanding	7 years 10 months 24 days
Weighted Average Remaining Term, Vested and expected to vest	7 years 10 months 24 days
Aggregate Intrinsic Value, Outstanding \| $	$ 0
Aggregate Intrinsic Value, Exercisable \| $	0
Aggregate Intrinsic Value, Vested and expected to vest \| $	$ 0

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

As of both December 31, 2023 and December 25, 2022, the related parties’ receivables balance consisted of $0.3 million, due from C&O, which is included in accounts and tenant improvement receivables in the consolidated balance sheet.

Olo, Inc.

Noah Glass, a member of the Company's Board, is the founder and CEO of Olo, Inc. ("Olo"), a platform the Company uses in connection with our mobile ordering application and delivery.

The Company incurred the following Olo-related costs for the years ended December 31, 2023, December 25, 2022, and December 26, 2021 (in thousands):


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Food, beverage and packaging costs	$	2,236	$	2,008	$	633
Other operating expenses	423		443		469
Net Olo-related costs	$	2,659	$	2,451	$	1,102

As of December 31, 2023 and December 25, 2022, $0.4 million and $0.2 million, respectively, were payable to Olo and were included in accounts payable in the 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 year ended December 31, 2023. There were no amounts paid under the TRA during the years ended December 25, 2022 and December 26, 2021.


	Fiscal Years Ended
(in thousands)	December 31, 2023		December 25, 2022
Current portion of Tax Receivable Agreement liability	$	4,428	$	813
Tax Receivable Agreement liability	295,390		252,003

Secondary Offerings

In connection with the secondary offerings previously discussed in Note 1. Description Of Business, we purchased LLC Units and shares of Class A common stock using the proceeds of the secondary offering at a price equal to the public offering price less the underwriting discounts and commissions from certain pre-IPO LLC Members and shareholders of the Blocker Companies, including from funds affiliated with Berkshire Partners LLC, which is our controlling shareholder that beneficially owns approximately 30.6% of the Company as of December 31, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

DEBT - Maturities of Long-term Debt (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 7,500
2025	13,125
2026	15,000
2027	26,250
2028	232,500
Long-term debt	$ 294,375

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Cumulative Impact of Adoption


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

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

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	December 31, 2023		December 25, 2022
Right-of-use assets	Operating lease assets	$	193,825	$	166,808
		193,825		166,808

Current lease liabilities	Short-term operating lease liability	5,577		4,849
Non-current lease liabilities	Long-term operating lease liability	238,414		200,166
		$	243,991	$	205,015

Schedule of Components of Lease Expense

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


		Fiscal Years Ended
Operating leases	Classification	December 31, 2023		December 25, 2022
Operating lease cost	Occupancy Other operating expenses General and administrative expenses Pre-opening expenses	$	28,861	$	25,735
Short-term operating lease cost	Occupancy Other operating expenses	1,069		698
Variable lease cost	Occupancy Other operating expenses General and administrative expenses	3,714		3,604
		$	33,644	$	30,037

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


	Fiscal Years End
	December 31, 2023		December 25, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	23,478	$	21,476
Operating lease assets obtained in exchange for lease liabilities:
Operating leases	33,176		10,682

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


	Fiscal Year Ended
	December 26, 2021
Minimum rentals	$	22,363
Contingent rentals	679
Total rental expense	$	23,042

Schedule of Lease Terms and Discount Rates

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


Operating leases	December 31, 2023		December 25, 2022
Weighted-average remaining lease term (years):	25.5		25.0
Weighted-average discount rate:	9.6	%	9.8	%

Schedule of Maturity Analysis of Lease Liabilities

As of December 31, 2023, the maturity analysis of the lease liabilities consisted of the following (in thousands):


Year Ending	Operating Leases
2024	$	26,603
2025	26,268
2026	26,347
2027	25,583
2028	25,719
Thereafter	613,764
Total lease payments	744,284
Less: imputed interest	(500,293)
Total operating lease liabilities	$	243,991

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)		12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	Oct. 25, 2021	Dec. 31, 2023 USD ($) food_production_commissary segment reporting_unit shares	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of food production commissaries \| food_production_commissary		2
Number of operating segments \| segment		1
Number of reportable segments \| segment		1
Allowance for uncollectible accounts		$ 0	$ 0
Consigned inventory		900,000	700,000
Impairment charges		$ 0	0	$ 0
Number of reporting units \| reporting_unit		1
Deferred offering costs				7,100,000
Employee benefit expense		$ 400,000	400,000	500,000
Maximum employee subscription rate		80.00%
Advertising and marketing expense		$ 5,900,000	4,000,000	3,100,000
Cloud-based software hosting arrangements		$ 2,000,000
Operating lease renewal option		5 years
Tax payable as a percent of tax savings	85.00%	85.00%
Deferred payroll taxes, CARES Act					$ 5,400,000
Payments for deferred payroll taxes, CARES Act			$ 2,700,000	$ 2,700,000
Prepaid expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cloud-based software hosting arrangements		$ 300,000
Other assets
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cloud-based software hosting arrangements		$ 1,700,000
Employee stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Market price purchase percent		85.00%
Options authorized (in shares) \| shares		250,000
Maximum gross base earnings percent		15.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Property, plant and equipment, useful life		3 years
Operating lease term		10 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Property, plant and equipment, useful life		10 years
Operating lease term		20 years
C&O
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership percentage		50.00%

NON-CONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 31, 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:


	December 31, 2023			December 25, 2022
	LLC Units	Ownership %		LLC Units	Ownership %
Portillo's Inc.	55,502,375	76.1	%	48,420,723	67.0	%
Pre-IPO LLC Members	17,472,926	23.9	%	23,837,162	33.0	%
Total	72,975,301	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):


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Net income attributable to Portillo's Inc.	$	18,424	$	10,851	$	(15,184)

Activity under equity-based compensation plans	953		(606)		—
Non-controlling interest adjustment	48,849		89,374		—
Redemption of LLC Units	(64)		(118)		—
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(13,712)		(23,662)		—
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$	54,450	$	75,839	$	(15,184)

EQUITY-BASED COMPENSATION - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022
Options
Outstanding, beginning balance (in shares)	5,830
Granted (in shares)	0
Exercised (in shares)	(501)
Forfeited (in shares)	(56)
Expired (in shares)	(12)
Outstanding, ending balance (in shares)	5,261
Vested, end of period (in shares)	4,939
Vested and expected to vest, end of period (in shares)	5,244
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 4.67	$ 4.60
Granted (in dollars per share)	0
Exercised (in dollars per share)	3.75
Forfeited (in dollars per share)	5.25
Expired (in dollars per share)	5.63
Outstanding, ending balance (in dollars per share)	4.67
Vested, end of period (in dollars per share)	4.64
Vested and expected to vest, end of period (in dollars per share)	$ 4.67
Options outstanding, weighted average remaining contractual term	3 years 8 months 12 days
Options vested, weighted average remaining contractual term	3 years 6 months
Options vested and expected to vest, weighted average remaining contractual term	3 years 8 months 12 days
Options outstanding, intrinsic value	$ 59,246
Options vested, intrinsic value	55,756
Options vested and expected to vest, intrinsic value	$ 59,057

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($)		12 Months Ended
	Oct. 25, 2021	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Related Party Transaction [Line Items]
Accounts receivable		$ 6,102,000	$ 5,372,000
Accounts payable		$ 33,189,000	30,273,000
Tax payable as a percent of tax savings	85.00%	85.00%
Tax receivable agreement amount paid		$ 800,000	0	$ 0
Portillos Inc \| Berkshire Partners L L C
Related Party Transaction [Line Items]
Ownership %		30.60%
Equity Method Investee
Related Party Transaction [Line Items]
Accounts receivable		$ 300,000	300,000
Related Party
Related Party Transaction [Line Items]
Accounts payable		$ 400,000	$ 200,000

LEASES - Narrative (Details) $ in Millions	12 Months Ended
LEASES - Narrative (Details) $ in Millions	Dec. 31, 2023 USD ($)
Leases [Abstract]
Lease payment for option to extend	$ 442.6
Lease minimum payments	$ 19.6

INVENTORIES

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

INVENTORIES

Inventory consisted of the following (in thousands):


	December 31, 2023		December 25, 2022
Raw materials	$	6,737	$	5,722
Work in progress	157		104
Finished goods	912		876
Consigned inventory	927		685
	$	8,733	$	7,387

NON-CONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

NON-CONTROLLING INTERESTS

We are the sole managing member of Portillo's OpCo, and as a result, consolidated the financial results of Portillo's OpCo. We report a non-controlling interest representing the LLC Units in Portillo's OpCo held by pre-IPO LLC Members. Changes in our ownership interest in Portillo's OpCo while we retain our controlling interest in Portillo's OpCo will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC Units in Portillo's OpCo by the pre-IPO LLC members will result in a change in ownership and reduce the amount recorded as non-controlling interest and increase additional paid-in capital.

In the first and second quarters of 2023, in connection with the Q1 2023 Secondary Offering and Overallotment Option described in Note 1. Description Of Business, 6,350,717 of LLC Units and corresponding shares of Class B common stock were redeemed, respectively, by the pre-IPO LLC Members for newly-issued shares of Class A common stock. We received a total of 6,350,717 newly-issued LLC Units, increasing our total ownership interest in Portillo's OpCo.

As described in Note 1. Description Of Business, 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.

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


	December 31, 2023			December 25, 2022
	LLC Units	Ownership %		LLC Units	Ownership %
Portillo's Inc.	55,502,375	76.1	%	48,420,723	67.0	%
Pre-IPO LLC Members	17,472,926	23.9	%	23,837,162	33.0	%
Total	72,975,301	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 fiscal years ended December 31, 2023 and December 25, 2022 was 25.9% and 45.8%, respectively. The following table summarizes the effects of changes in ownership in Portillo's OpCo on the Company’s equity (in thousands):


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Net income attributable to Portillo's Inc.	$	18,424	$	10,851	$	(15,184)

Activity under equity-based compensation plans	953		(606)		—
Non-controlling interest adjustment	48,849		89,374		—
Redemption of LLC Units	(64)		(118)		—
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis	(13,712)		(23,662)		—
Total effect of changes in ownership interest on equity attributable to Portillo's Inc.	$	54,450	$	75,839	$	(15,184)

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

We are the sole managing member of Portillo's OpCo, and 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 generally not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Portillo's OpCo is passed through to and included in the taxable income or loss of its members, including us, based upon the respective member's ownership percentage in Portillo's OpCo. Beginning in Fiscal 2021, we are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of Portillo's OpCo subsequent to the IPO and Transactions, as well as any stand-alone income or loss generated by Portillo's Inc.

Income Tax Expense (Benefit)

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


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Current income taxes:
Federal	$	—	$	—	$	—
State and local	(1)		3		1
Total current income taxes	(1)		3		1
Deferred income taxes:
Federal	3,750		(178)		(2,653)
State and local	(501)		1,998		(879)
Total deferred income taxes	3,249		1,820		(3,532)
Income tax expense (benefit)	$	3,248	$	1,823	$	(3,531)


	Fiscal Years Ended
	December 31, 2023				December 25, 2022				December 26, 2021
Expected U.S. federal income taxes at statutory rate	$	5,894	21.0	%	$	3,986	21.0	%	$	(3,559)	21.0	%
State and local income taxes, net of federal benefit	(55)		(0.2)	%	3,217		16.9	%	(878)		5.2	%
Non-deductible expenses	433		1.5	%	(369)		(1.9)	%	—		—	%

Non-controlling interest	(1,343)		(4.8)	%	(1,312)		(6.9)	%	4,076		(24.0)	%
LLC flow-through structure	468		1.7	%	(2,849)		(15.0)	%	(4,608)		27.2	%

Change in valuation allowance	(2,149)		(7.7)	%	(1,923)		(10.1)	%	—		—	%
Other	—		—	%	1,073		5.6	%	1,438		(8.5)	%
Income tax expense (benefit)	$	3,248	11.5	%	$	1,823	9.6	%	$	(3,531)	20.9	%

Our effective income tax rates for the years ended December 31, 2023, December 25, 2022 and December 26, 2021 were 11.5%, 9.6% and 20.9%, respectively. The change in our effective income tax rate from the year ended December 31, 2023 to the year ended December 25, 2022 was primarily driven by an increase in the Company's ownership interest in Portillo's OpCo, which increases its share of taxable income (loss) of Portillo's OpCo, partially offset by the decrease in the valuation allowance and the recording of net operating loss carryforwards. The Company’s annual effective tax rate for the year ended December 31, 2023, December 25, 2022 and December 26, 2021 differs from the statutory rate of 21% primarily because the Company is not liable for income taxes on the portion of OpCo’s earnings that are attributable to non-controlling interests, deferred tax adjustments, impacts from equity-based award activity and the change in valuation allowance.

Deferred Tax Assets

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


	December 31, 2023		December 25, 2022
Deferred tax assets:
Investment in partnership	$	73,626	$	79,181
Tax Receivable Agreement	71,536		58,281



Net operating loss carryforwards	38,652		19,833
Other assets	10,087		4,551
Total gross deferred tax assets	193,901		161,846
Valuation allowance	(9,200)		(11,349)




Net deferred tax assets	$	184,701	$	150,497

As described in Note 1. Description Of Business and Note 11. Stockholder's Equity, we acquired LLC Units in connection with the IPO and Transactions and Secondary Offerings. During the years ended December 31, 2023 and December 25, 2022, we recognized a deferred tax asset in the amount of $73.6 million and $79.2 million, respectively, associated with the basis difference in our investment in Portillo's OpCo from acquiring these LLC Units.

During the years ended December 31, 2023 and December 25, 2022, we also recognized deferred tax assets in the amount of $71.5 million and $58.3 million, respectively, related to additional tax basis increases generated from expected future payments under the TRA and related deductions for imputed interest on such payments.

We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. During the years ended December 31, 2023 and December 25, 2022, the Company recognized deferred tax assets of $73.6 million and $79.2 million, respectively, associated with the basis difference in its investment in Portillo's OpCo from acquiring these LLC Units. However, a portion of the total basis difference will only reverse upon the eventual sale of its interest in Portillo's OpCo, which we expect would result in a capital loss which we do not expect to be able to utilize. As of December 31, 2023 and December 25, 2022, the Company recorded a valuation allowance in the amount of $9.2 million and $11.3 million, respectively, against the deferred tax asset.

As of December 31, 2023 and December 25, 2022, the Company had federal and state net operating loss carry forwards of $38.7 million and $19.8 million, respectively, available to reduce future taxable income, if any. Federal losses that arose prior to 2018 will begin to expire in 2034. Federal losses generated after 2017 will be carried forward indefinitely. The majority of state losses will begin to expire in 2034 and future periods.

Unrecognized Tax Benefits

The Company recorded no unrecognized tax benefits as of December 31, 2023 and December 25, 2022. Portillo's Inc. was formed in June 2021 and did not engage in any operations prior to the IPO and Transactions. Portillo's has filed all income tax returns for tax years through 2022. These returns are subject to examination by taxing authorities for U.S. federal and state income tax purposes. Additionally, although Portillo's OpCo is treated as a partnership for U.S. federal and state income taxes purposes, it is still required to file an annual U.S. Return of Partnership Income, which is subject to examination by the Internal Revenue Service ("IRS"). As of December 31, 2023, there are no ongoing U.S. federal, state or local income tax return examinations.

Tax Receivable Agreement

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

As of December 31, 2023, we estimate that our obligation for future payments under the TRA totaled $299.8 million. The Company made payments of $0.8 million under the TRA during the year ended December 31, 2023 relating to tax year 2021 and we expect a payment of

$4.4 million relating to tax year 2022 to be made within the next 12 months. Refer to Note 1. Description Of Business for additional information on the TRA.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

EQUITY-BASED COMPENSATION - Narrative (Details)		3 Months Ended	12 Months Ended
EQUITY-BASED COMPENSATION - Narrative (Details)	Dec. 23, 2022 $ / shares shares	Dec. 26, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) tranche $ / shares shares	Dec. 25, 2022 USD ($) $ / shares	Dec. 26, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price \| $ / shares	$ 17.19			$ 17.19
Equity-based compensation expense			$ 15,542,000	$ 16,137,000	$ 30,708,000
Noncash compensation expense			15,542,000	16,137,000	29,389,000
Share-based cost not yet recognized, amount			1,900,000
Tax receivable agreement amount paid			$ 800,000	$ 0	$ 0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued per vested unit			1
Share-based compensation not yet recognized, amount			$ 8,100,000
Weighted-average period for recognition			1 year 6 months
Granted (in shares) \| shares			325,000
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares	57,870
RSAs \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
Award vesting rights, percentage	50.00%
RSAs \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Shares subject to performance conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation not yet recognized, amount			$ 5,800,000
Weighted-average period for recognition			2 years
Granted (in shares) \| shares			52,000
Share Price \| $ / shares		$ 20.00	$ 17.86	$ 22.19	$ 20.00
Tranches based on stock performance conditions \| tranche			3
Termination period			10 years
Weighted average remaining term, outstanding			7 years 10 months 24 days
Weighted average remaining term, exercisable			0 years
Shares subject to performance conditions \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
Award vesting rights, percentage			33.00%
Number of trading days used to calculate volume-weighted average price			20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares			$ 30.00
Threshold volume-weighted average price as a percent of IPO price			150.00%
Shares subject to performance conditions \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Award vesting rights, percentage			33.00%
Number of trading days used to calculate volume-weighted average price			20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares			$ 40.00
Threshold volume-weighted average price as a percent of IPO price			200.00%
Shares subject to performance conditions \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
Award vesting rights, percentage			33.00%
Number of trading days used to calculate volume-weighted average price			20 days
Threshold volume-weighted average price for vesting of awards (in dollars per share) \| $ / shares			$ 50.00
Threshold volume-weighted average price as a percent of IPO price			250.00%
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years
Weighted-average period for recognition			1 year 9 months 18 days
Termination period			10 years
Equity-based compensation expense		$ 1,300,000
Noncash compensation expense		26,200,000
Payments of option substitution bonus		$ 6,600,000
Employee stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for issuance (in shares) \| shares			211,954
Shares issued (in shares) \| shares			29,808
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options available for issuance (in shares) \| shares		7,100,000			7,100,000

INCOME TAXES - Reconciliation of Effective Tax Rates (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Effective Income Tax Rate Reconciliation, Amount
Expected U.S. federal income taxes at statutory rate	$ 5,894	$ 3,986	$ (3,559)
State and local income taxes, net of federal benefit	(55)	3,217	(878)
Non-deductible expenses	433	(369)	0
Non-controlling interest	(1,343)	(1,312)	4,076
LLC flow-through structure	468	(2,849)	(4,608)
Change in valuation allowance	(2,149)	(1,923)	0
Other	0	1,073	1,438
Income tax expense (benefit)	$ 3,248	$ 1,823	$ (3,531)
Effective Income Tax Rate Reconciliation, Percent
Expected U.S. federal income taxes at statutory rate	21.00%	21.00%	21.00%
State and local income taxes, net of federal benefit	(0.20%)	16.90%	5.20%
Non-deductible expenses	1.50%	(1.90%)	0.00%
Non-controlling interest	(4.80%)	(6.90%)	(24.00%)
LLC flow-through structure	1.70%	(15.00%)	27.20%
Change in valuation allowance	(7.70%)	(10.10%)	0.00%
Others, net	0.00%	5.60%	(8.50%)
Total	11.50%	9.60%	20.90%

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Related Party Transactions

The Company incurred the following Olo-related costs for the years ended December 31, 2023, December 25, 2022, and December 26, 2021 (in thousands):


	Fiscal Years Ended
	December 31, 2023		December 25, 2022		December 26, 2021
Food, beverage and packaging costs	$	2,236	$	2,008	$	633
Other operating expenses	423		443		469
Net Olo-related costs	$	2,659	$	2,451	$	1,102


	Fiscal Years Ended
(in thousands)	December 31, 2023		December 25, 2022
Current portion of Tax Receivable Agreement liability	$	4,428	$	813
Tax Receivable Agreement liability	295,390		252,003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements, and therefore, does not separately present a statement of comprehensive income (loss). Fiscal Year The Company operates on a 52- or 53-week fiscal year ending on the Sunday on or prior to December 31. In a 52-week fiscal year, each quarterly period is comprised of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. Fiscal 2023 consisted of 53 weeks. Both fiscal 2022 and 2021 each consisted of 52 weeks. The 53rd week in fiscal 2023 coincided with Christmas, resulting in six operating days. The fiscal periods presented in this report are years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. Unless otherwise stated, references to years in this report relate to fiscal years. Segment Reporting The Company owns and operates fast-casual restaurants in the United States, along with two food production commissaries in Illinois. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer ("CEO"). As the CODM reviews financial performance and allocates resources at a consolidated level on a recurring basis, the Company has one operating segment and one reportable segment. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of sales and expenses during the period. Actual results could differ from those estimates. Cash and Cash Equivalents and Restricted Cash Cash includes amounts that are either held in the Company’s bank accounts or represent deposits in transit. Amounts receivable from credit card processors are considered cash equivalents because they are both short in term and highly liquid in nature and are typically converted to cash within three business days of the sales transactions. Restricted cash includes amounts that are held in the Company’s bank accounts subject to minimum balance requirements for medical claim disbursements. Accounts and Tenant Improvement Receivables Accounts and tenant improvement receivables consist primarily of vendor rebates, tenant improvement receivables, and delivery receivables as well as receivables from related parties (see Note 17. Related Party Transactions). The Company evaluates the collectability of its Accounts and tenant improvement receivables based on a variety of factors, including historical experience, current and future economic and market conditions and other factors. Based on these factors, no allowance for uncollectible accounts was recorded at December 31, 2023 or December 25, 2022. Inventory Inventory, which consists mainly of food products, is valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out (FIFO) method. No other adjustment is deemed necessary to reduce inventory to lower of cost or net realizable value due to the rapid turnover and high utilization of inventory. The Company operates two commissaries to supply the Company's restaurants with several products and ensures product consistency and quality. The commissaries derive revenue principally from the sale and distribution of food to our distributors, who, in turn, sell the food to the restaurants. This is considered under ASC 845, Non-Monetary Transactions, and the impact on the statement of operations is not material. These products are held as inventory at distributors on a short-term consignment basis. Inventories subject to these consignment arrangements are recorded on the Company’s consolidated balance sheet and were $0.9 million and $0.7 million as of December 31, 2023 and December 25, 2022, respectively. Equity Method Investment The Company has a 50% interest in C&O. The Company accounts for the investment and financial results in the consolidated financial statements under the equity method of accounting as the Company has significant influence but does not have control. The investment is adjusted to reflect the Company’s share of C&O’s earnings and losses to date and any distributions received. Long-Lived Assets and Valuation The Company’s long-lived assets include property and equipment and definite-lived intangible assets. Depreciation and amortization are computed using the straight-line method. Except for leasehold improvements, depreciation is computed over the estimated useful life of each asset (generally ranging from three to ten years). Leasehold improvements are amortized over the shorter of the estimated lives of the asset or the lease term. The Company reviews its long-lived assets, including property and equipment, definite-lived intangible assets and operating lease assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Recoverability is measured by a comparison of the carrying amount to future undiscounted cash flows that are expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying value exceeds the estimated fair value. Restaurant-level assets are grouped by restaurant for the purpose of the impairment assessment because a restaurant represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. No impairment charge was recorded for any period presented. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are assessed for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that it is more likely than not that the fair value of a reporting unit or an intangible asset is less than its carrying value. The Company has one reporting unit which is evaluated for impairment annually. Fair value of the reporting unit is estimated using the market approach that uses publicly available market data, including publicly traded stock prices and total shares outstanding to determine the fair value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The Company’s indefinite-lived intangible assets consist of trade names and trademarks (collectively “trade names”). The Company estimates the fair value of its trade names using a relief-from-royalty income approach. If the fair value of the trade name is less than its carrying value, an impairment loss is recorded for the difference between the estimated fair value and carrying value of the intangible assets. Fair Value of Financial Instruments The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. Offering Costs In connection with the IPO, Portillo's OpCo incurred certain legal, accounting, and other IPO-related costs. Such costs are recorded in stockholders’ equity as a reduction from the proceeds of the offering. As of December 26, 2021, $7.1 million of offering costs had been recorded in stockholders' equity. Revenue Recognition Revenues from retail restaurants are presented net of discounts and recognized when food and beverage products are sold to the end customer. Sales taxes collected from customers are excluded from revenues and the obligation is included in accrued liabilities until the taxes are remitted to the appropriate taxing authorities. The Company also offers delivery services to its customers. 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. Generally, revenue is recognized as promised goods or services transfer to the guest or customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Revenues are recognized when payment is tendered at the point of sale as the performance obligation has been satisfied. Refer to Note 3. Revenue Recognition for additional detail. Commitments The majority of the food products the Company purchases are subject to changes in price primarily due to the effect of supply and demand of the commodities, in particular, proteins, dairy, produce and grains. Overall pricing agreements are established in an effort to maintain a more consistent food cost without creating long-term purchase commitments. Employee Benefits The Company sponsors a 401(k) plan for all employees that are eligible based upon age and length of service. The expenses incurred for Company matching contributions to the plan were approximately $0.4 million, $0.4 million and $0.5 million for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. The Company offers a non-qualified deferred compensation plan to certain officers and other members of management. Under the plan, eligible employees may defer up to 80% of their annual salary and annual bonus. The Company has elected to fund its deferred compensation obligations through a rabbi trust. The rabbi trust is subject to creditor claims in the event of insolvency, but such assets are not available for general corporate purposes. Assets held in the rabbi trust are invested in mutual funds, which are purchased and held principally for the purpose of selling them in the near term, and are classified as trading securities and carried at fair value. Equity-Based Compensation The Company has issued non-qualified stock options, performance-based stock options, restricted stock units and restricted stock awards. Equity-based compensation expense is measured based on the grant-date fair value of those awards and is recognized on a straight-line basis over the vesting period. Equity-based compensation expense is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to equity-based compensation expense will be recognized at that time. Equity-based compensation expense is included within general and administrative expenses and labor in the consolidated statements of operations. The Company adopted an Employee Share Purchase Plan (“ESPP”) in June 2022 under which qualifying employees may be granted purchase rights to the Company’s common shares at not less than 85% of the market price on the purchase date, subject to Company discretion. The ESPP has a maximum of 250,000 shares of the Company's Class A common stock available for issuance. Eligible employees are able to contribute up to 15% of their gross base earnings for purchases under the ESPP through regular payroll deductions, subject to an annual maximum dollar amount. The expense incurred under the ESPP for the years ended December 31, 2023 and December 25, 2022, was immaterial. The expense is included within general and administrative expenses and labor in the consolidated statement of operations. Advertising and Marketing Expenses Advertising costs are expensed the first-time advertising takes place, while the costs of producing advertising are expensed during production and the costs of communicating advertising are expensed as services are received. Advertising and marketing expenses totaled $5.9 million, $4.0 million and $3.1 million for the years ended December 31, 2023, December 25, 2022 and December 26, 2021, respectively. Advertising and marketing expenses included in other operating expenses in the consolidated statements of operations primarily relate to sponsorships, restaurant merchandising and charitable giving; and those expenses included in general and administrative expenses in the consolidated statements of operations primarily consist of branding initiatives. The year-over-year change for 2023 is primarily related to an advertising campaign in the Chicagoland market in the fourth quarter of 2023. Cloud-Based Software Implementation Costs The Company has entered into cloud-based software hosting arrangements for which it incurs implementation costs. Certain costs incurred during the application development stage are capitalized and included within prepaid expenses or other assets, depending on the long or short-term nature of such costs, in line with the Company's policy on the accounting for prepaid software hosting arrangements. Costs incurred during the preliminary project stage and post-implementation stage are expensed as incurred. Capitalized cloud-based software implementation costs are amortized, beginning on the date the related software or module is ready for its intended use, on a straight-line basis over the remaining term of the hosting arrangement as a component of general and administrative expenses, the same line item as the expense for the associated hosting arrangement. As of December 31, 2023, the Company had $2.0 million of capitalized cloud-based software implementation costs made up of $0.3 million recorded within prepaid expenses and $1.7 million recorded within other assets related to a new enterprise resource planning system. Leases On December 27, 2021, the Company adopted ASU 2016-02, Leases (Topic 842), along with related clarifications and improvements, using a modified retrospective approach. Results for reporting periods beginning on or after December 27, 2021 are presented under ASC 842. Prior period amounts were not revised and continue to be reported in accordance with ASC 840, the accounting standard then in effect. The Company currently leases land for its retail restaurants and commissaries, and office space under various long-term operating lease agreements that expire on various dates through 2068. We also lease equipment, which primarily consists of restaurant equipment and copiers. We have immaterial short-term operating leases, such as those for seasonal rentals and training spaces. We evaluate the contracts to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified. We evaluate whether we control the use of the asset, which is determined by assessing whether we obtain substantially all economic benefits from the use of the asset, and whether we have the right to direct the use of the asset. If these criteria are met and we have identified a lease, we account for the contract under the requirements of ASC 842. Upon the possession of a leased asset, we determine its classification as an operating or finance lease. As of December 31, 2023, all of our leases are classified as operating leases. Operating lease assets and liabilities are recognized at the lease commencement date. We make judgments regarding the probable term for each lease, which can impact the classification and accounting for a lease as operating or financing, as well as the amount of straight-line rent expense in a particular period. Generally, the leases for the Company's restaurant locations have an initial term of 10 years to 20 years and typically provide for renewal options in five-year increments, as well as rent escalations. Renewal options are generally recognized as part of the right-of-use assets and lease liabilities as it is reasonably certain at commencement date that we would exercise the options to extend the lease. Some of our real estate leases provide for base rent, plus if applicable, additional rent based on gross sales, as defined in each lease agreement, which is considered to be variable rent. When the achievement of such sales thresholds are deemed to be probable, contingent rent is accrued in proportion to the sales recognized during the period. For operating leases that include rent holidays and rent escalation clauses, we recognize lease expense on a straight-line basis over the lease term from the date we take possession of the leased property. Lease expense incurred before a restaurant opens is recorded in pre-opening expenses in the consolidated statements of operations. Once a restaurant opens, we record the straight-line lease expense and any contingent rent, if applicable, in occupancy on the consolidated statements of operations. Many of our leases also require us to pay real estate taxes, common area maintenance costs and other occupancy costs which are included in occupancy, other operating expenses, or pre-opening expenses on the consolidated statements of operations and is generally considered to be variable rent. For leases with a lease term of 12 months or less ("short-term operating lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the consolidated balance sheets. Per the ASC 842 requirements, a lessee is required to use the rate implicit in the lease when readily determinable; alternatively, it would use the incremental borrowing rate in determining the present value of future lease payments. We estimate our incremental borrowing rates corresponding to the maturities of our leases. We estimate this rate based on prevailing financial market conditions, indications for the Company's credit rating, and other benchmarks related to the Company's outstanding secured borrowings. We expend cash for leasehold improvements to build out our leased premises. Generally, a portion of the leasehold improvements and building costs are reimbursed by our landlords as landlord incentives pursuant to agreed-upon terms in our lease agreements. If obtained, landlord incentives usually take the form of cash, full or partial credits against our future minimum or contingent rents otherwise payable by us, or a combination thereof. In most cases, the tenant improvement allowances are received after we take possession of the property, as we meet required milestones during the construction of the property. We include these amounts in the measurement of the initial operating lease liability, which are also reflected as a reduction to the initial measurement of the right-of-use asset. Pre-Opening Expenses Pre-opening expenses consist primarily of wages, occupancy expenses, which represent rent expense recognized during the period between the date of possession of the restaurant facility and the restaurant opening date, travel for the opening team, food, beverage, and the initial stocking of operating supplies. These are expensed as incurred prior to the restaurant opening for business. Income and Other Taxes We account for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. A valuation allowance is recognized if we determine it is more likely than not that all or a portion of a deferred tax asset will not be recognized. In making such determination, the Company considers all available evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, prudent and feasible tax planning strategies and recent and expected future results of operations. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we use to manage our business. Actual operating results in future years could differ from our current assumptions, judgments and estimates, which could have a material impact on the amount of deferred tax assets we ultimately realize. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act') was signed into law. The CARES Act intended to provide economic relief to those impacted by the COVID-19 pandemic. The CARES Act also allowed eligible employers to defer the remittance of employer federal payroll taxes otherwise payable during calendar year 2020 and remit half of such deferred amounts on or before December 31, 2021 and half on or before December 31, 2022. The Company deferred approximately $5.4 million of federal payroll tax remittances under this provision as of December 27, 2020, of which $2.7 million was paid during the year ended December 26, 2021 and the remaining deferred balance of $2.7 million was paid during the year ended December 25, 2022. Tax Receivable Agreement The Company is party to a TRA with certain pre-IPO LLC Members that provides for the payment by the Company 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. We account for the TRA liability in accordance with ASC 450 - Contingencies. Amounts payable under the TRA are contingent upon, among other things, (i) generation of future taxable income over the term of the TRA and (ii) future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related TRA payments. Therefore, we would only recognize a liability for TRA payments if we determine it is probable that we will generate sufficient future taxable income over the term of the TRA to utilize the related tax benefits. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of taxable income generated by Portillo's OpCo each year and the applicable tax rates. Refer to Note 1. Description Of Business for additional information on the TRA. The amounts recorded for both the deferred tax assets and the liability for the Company's obligations under the TRA will be estimated at the time of any purchase or exchange as a reduction to shareholders' equity, and the effects of changes in any of the Company's estimates after this date will be included in net income or loss. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income or loss. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the weighted-average number of shares outstanding. Diluted earnings (loss) per share adjusts the basic earnings (loss) per unit attributable to shareholders and the weighted-average number of units of shares outstanding for the potential dilutive impact of shares, using the treasury-stock method. Diluted earnings (loss) per share considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common units would have an anti-dilutive effect. Recently Issued Accounting Standards In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If, by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company is currently evaluating the effect of adopting this ASU. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold on an annual basis. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of adopting this ASU. Recently Adopted Accounting Standards In March 2020, the FASB issued ASU 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 was material to its consolidated financial statements. The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its consolidated financial statements.

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	12 Months Ended
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment charges	$ 0	$ 0	$ 0
Fair Value, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	3,264,000	3,711,000
Fair Value, Recurring \| Cash/money accounts \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	1,083,000	1,470,000
Fair Value, Recurring \| Mutual Funds \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 2,181,000	$ 2,241,000

GOODWILL & INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangibles, net

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


	As of December 31, 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		(27,206)		28,911


	$	280,042	$	(27,206)	$	252,836


	As of December 25, 2022

	Gross Carrying Amount		Accumulated Amortization		ASC 842 Adjustment		Net Carrying Amount

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

Schedule of Finite-Lived Intangibles, net

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


	As of December 31, 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		(27,206)		28,911


	$	280,042	$	(27,206)	$	252,836


	As of December 25, 2022

	Gross Carrying Amount		Accumulated Amortization		ASC 842 Adjustment		Net Carrying Amount

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

Schedule of Aggregate Amortization Expense

The estimated aggregate amortization expense related to intangible assets held at December 31, 2023 for the next five years and thereafter is as follows (in thousands):


	Estimated Amortization
2024	2,813
2025	2,707
2026	2,707
2027	2,707
2028	2,707
Thereafter	15,270
	$	28,911

LEASES - Operating Lease Right-of-use Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 25, 2022
Leases [Abstract]
Operating lease assets	$ 193,825	$ 166,808
Current lease liabilities	5,577	4,849
Non-current lease liabilities	238,414	200,166
Right-of-use assets	$ 243,991	$ 205,015

Schedule II: Valuation and Qualifying Accounts (Details) - Deferred tax asset valuation allowance - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 25, 2022	Dec. 26, 2021
Movement in Valuation Allowances and Reserves
Balance at beginning of period	$ 11,349	$ 38,415	$ 0
Charged to costs and expenses	1,239	2,277	1,904
Charged to other accounts	0	0	36,511
Reductions	3,388	29,343	0
Balance at end of period	$ 9,200	$ 11,349	$ 38,415

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS' EQUITY	STOCKHOLDER'S EQUITY Amended and Restated Certificate of Incorporation In connection with the IPO, we amended and restated our certificate of incorporation to, among other things, provide for the (i) authorization of 380,000,000 shares of Class A common stock, par value $0.01 per share; (ii) authorization of 50,000,000 shares of Class B common stock, par value $0.00001; (iii) authorization of 10,000,000 shares of preferred stock, par value $0.01 per share; and (iv) provides that our Board will be elected annually to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified. Holders of shares of our Class A common stock are entitled to one vote for each share held of record on all matters on which shareholders are entitled to vote generally, including the election or removal of directors. Holders of shares of our Class A common stock are entitled to receive dividends when and if declared by our Board out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Each share of Class B common stock will entitle its holder to one vote per share on all matters submitted to a vote of our shareholders. The Class B common stock is not entitled to economic interests in Portillo’s Inc. Holders of our Class B common stock do not have any right to receive dividends. Amended and Restated LLC Agreement As described in Note 1. Description Of Business, we amended and restated the LLC agreement of Portillo’s OpCo to, among other things, convert all outstanding equity interests into LLC Units. The LLC Agreement also provides that holders of LLC Units may, from time to time, redeem all or a portion of their LLC Units for newly-issued shares of Class A common stock on a one-for-one basis. Upon receipt of a redemption request, we may, instead, elect to effect a direct exchange of LLC Units directly with the holder. In connection with any redemption or exchange, we will receive a corresponding number of LLC Units, increasing our total ownership interest. Additionally, an equivalent number of shares of Class B common stock will be surrendered and canceled. The LLC Agreement also requires that Portillo's OpCo, at all times, maintain (i) a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Units owned by us and (ii) a one-to-one ratio between the number of shares of Class B common stock owned by the pre-IPO LLC Members and the number of LLC Units owned by the pre-IPO LLC Members. Initial Public Offering As described in Note 1. Description Of Business, on October 25, 2021, we completed an IPO of 23,310,810 shares of the Company's Class A common stock (including 3,040,540 shares sold to the underwriters pursuant to their overallotment option) at an offering price of $20.00 per share. The Company received aggregate net proceeds of approximately $430.0 million after deducting underwriting discounts and commissions of $29.1 million and other offering expenses of approximately $7.1 million. In connection with our IPO, we issued 12,496,361 shares of Class A common stock to pre-IPO LLC Members and 35,673,321 shares of Class B common stock to pre-IPO LLC Members. Redemption of LLC Units in connection with Secondary Offerings 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. 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 at an offering price of $21.05 per share. See Note 1. Description Of Business for additional information. 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 December 31, 2023, the Company owned 76.1% of Portillo's OpCo and the pre-IPO LLC Members owned the remaining 23.9% of Portillo's OpCo. As of December 31, 2023, shareholders of the Blocker Companies and pre-IPO LLC Members owned 5,996,286 shares of Class A common stock and 17,472,926 shares of Class B common stock, respectively. Equity-Based Compensation Plan Activity We received an aggregate of 717,416 and 777,393 LLC Units in connection with the activity under our equity-based compensation plans during the years ended December 31, 2023 and December 25, 2022, respectively, related to the exercise of stock options, vested restricted stock awards and restricted stock units, and employee stock purchase plan purchases. See Note 13. Equity-Based Compensation for additional information.

- Definition

The entire disclosure for equity.

+ References

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+ Details

PROPERTY & EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, net

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


	December 31, 2023		December 25, 2022
Land improvements	$	19,000	$	16,369
Furniture, fixtures, and equipment	155,871		126,130
Leasehold improvements	227,080		153,341
Transportation equipment	2,881		2,281
Construction-in-progress	16,808		35,386
	421,640		333,507
Less: accumulated depreciation	(125,847)		(106,471)
	$	295,793	$	227,036