COVER PAGE
COVER PAGE - USD ($) | 12 Months Ended | ||
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 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Chicago, Illinois |
CONSOLIDATED BALANCE SHEETS
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 |
CONSOLIDATED BALANCE SHEETS (Pa
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 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common units authorized (in shares) | 380,000,000 | 380,000,000 |
Common units issued (in shares) | 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
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 |
CONSOLIDATED STATEMENTS OF STOC
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 ST_2
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 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
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 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
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 a s 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
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 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. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
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 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 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 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 |
PROPERTY & EQUIPMENT, NET
PROPERTY & EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY & EQUIPMENT, NET | 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. |
GOODWILL & INTANGIBLE ASSETS
GOODWILL & INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL & INTANGIBLE ASSETS | 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 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 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 |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | 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 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 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). |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
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. 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' equity 1 461 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 $ 28,861 $ 25,735 Short-term operating lease cost Occupancy 1,069 698 Variable lease cost Occupancy 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 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
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. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | 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) |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | 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 Activity for the Company's RSUs was as follows: Restricted Stock Units 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 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 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 o f 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 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 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) 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 % 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | 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 |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 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 th e 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. |
Schedule II_ Valuation and Qual
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 | 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. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 25, 2022 | Dec. 26, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 18,424 | $ 10,851 | $ (15,184) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
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 |
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. |
Equity Method Investment | Equity Method Investment |
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 |
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 |
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 |
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. |
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. |
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. |
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. |
REVENUE RECOGNITION (Tables)
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 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 |
INVENTORIES (Tables)
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 |
PROPERTY & EQUIPMENT, NET (Tabl
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 |
GOODWILL & INTANGIBLE ASSETS (T
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 |
FAIR VALUE OF FINANCIAL INSTR_2
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 |
SUPPLEMENTAL BALANCE SHEET IN_2
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 |
DEBT (Tables)
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 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Cumulative Impact of Adoption | 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' equity 1 461 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 $ 28,861 $ 25,735 Short-term operating lease cost Occupancy 1,069 698 Variable lease cost Occupancy 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 |
NON-CONTROLLING INTERESTS (Tabl
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 (Tabl
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 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 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% 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 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 |
INCOME TAXES (Tables)
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 (Tabl
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 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | The Company incurred the following Olo-related costs for th e 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 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 |
DESCRIPTION OF BUSINESS (Detail
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 ($) vote stockClass $ / 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 offering restaurant $ / shares | Dec. 31, 2023 USD ($) restaurant state food_production_commissary vote | Dec. 25, 2022 USD ($) 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 | ||||||||||
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% | 85% | |||||||||
Tax savings retained, percent | 15% | ||||||||||
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% | 67% | 76.10% | 67% | |||||||
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% | 33% | 23.90% | 33% | |||||||
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% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||||
Oct. 25, 2021 | Dec. 31, 2023 USD ($) segment food_production_commissary reporting_unit shares | Dec. 25, 2022 USD ($) | 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% | ||||
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% | 85% | |||
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% | ||||
Options authorized (in shares) | shares | 250,000 | ||||
Maximum gross base earnings percent | 15% | ||||
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% |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
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% | ||
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 |
INVENTORIES (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 |
PROPERTY & EQUIPMENT, NET (Deta
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 |
GOODWILL & INTANGIBLE ASSETS -
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 _2
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 |
GOODWILL & INTANGIBLE ASSETS _3
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 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) | 12 Months Ended | ||
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 |
SUPPLEMENTAL BALANCE SHEET IN_3
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 |
SUPPLEMENTAL BALANCE SHEET IN_4
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 |
SUPPLEMENTAL BALANCE SHEET IN_5
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 |
DEBT - Schedule of Debt (Detail
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 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 12 Months Ended | |||||||
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% | |||||||
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% | |||||||
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 - Maturities of Long-term
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 - Increase Decrease Prio
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 |
LEASES - Operating Lease Right-
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 |
LEASES - Components of Lease Ex
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 |
LEASES - Schedule of Lease Term
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% |
LEASES - Supplemental Cash Flow
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 |
LEASES - Schedule of Maturity A
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 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Lease payment for option to extend | $ 442.6 |
Lease minimum payments | $ 19.6 |
LEASES - Schedule of Rent Expen
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 |
STOCKHOLDERS' EQUITY (Details)
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 | |||||||||||
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% | 76.10% | 67% | |||||||||
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% | 23.90% | 33% | |||||||||
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 |
NON-CONTROLLING INTERESTS - Nar
NON-CONTROLLING INTERESTS - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
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 | ||||||||
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 |
NON-CONTROLLING INTERESTS - Sch
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% | 100% |
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% |
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% |
Class B Common Stock | Common Stock | ||
Noncontrolling Interest [Line Items] | ||
LLC Units (in shares) | 17,472,926 | 23,837,162 |
NON-CONTROLLING INTERESTS - Cha
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) |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
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% | ||||
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 | $ 17.86 | $ 22.19 | $ 20 | |
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% | ||||
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 | ||||
Threshold volume-weighted average price as a percent of IPO price | 150% | ||||
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% | ||||
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 | ||||
Threshold volume-weighted average price as a percent of IPO price | 200% | ||||
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% | ||||
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 | ||||
Threshold volume-weighted average price as a percent of IPO price | 250% | ||||
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 |
EQUITY-BASED COMPENSATION - Res
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 |
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 |
EQUITY-BASED COMPENSATION - Sch
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 | ||
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% |
EQUITY-BASED COMPENSATION - S_2
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 |
EQUITY-BASED COMPENSATION - S_3
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 |
INCOME TAXES - Components of In
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) |
INCOME TAXES - Reconciliation o
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% | 21% | 21% |
State and local income taxes, net of federal benefit | (0.20%) | 16.90% | 5.20% |
Non-deductible expenses | 1.50% | (1.90%) | 0% |
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% |
Others, net | 0% | 5.60% | (8.50%) |
Total | 11.50% | 9.60% | 20.90% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
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% | 21% | 21% |
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 |
INCOME TAXES - Components of De
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 |
EARNINGS (LOSS) PER SHARE- Narr
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 |
EARNINGS (LOSS) PER SHARE- Sche
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) |
EARNINGS (LOSS) PER SHARE - Sch
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 |
RELATED PARTY TRANSACTIONS - Na
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% | 85% | ||
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 |
RELATED PARTY TRANSACTIONS - Ol
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 |
RELATED PARTY TRANSACTIONS - Ta
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 |
Schedule II_ Valuation and Qu_2
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 |
Uncategorized Items - ptlo-2023
Label | Element | Value |
Adjustments To Additional Paid-In Capital, Reorganization | ptlo_AdjustmentsToAdditionalPaidInCapitalReorganization | $ 125,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 28,897,000 |
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 |
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 |
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 |
Preferred Stock, Accretion of Redemption Discount | us-gaap_PreferredStockAccretionOfRedemptionDiscount | $ 21,176,000 |
Stock Repurchased and Retired During Period, Shares | us-gaap_StockRepurchasedAndRetiredDuringPeriodShares | 100,000 |
Adjustment To Additional Paid-In Capital, Deferred Tax Adjustment Under Tax Receivable Agreement | ptlo_AdjustmentToAdditionalPaidInCapitalDeferredTaxAdjustmentUnderTaxReceivableAgreement | $ 85,715,000 |
Temporary Equity, Carrying Amount, Period Increase (Decrease) | us-gaap_TemporaryEquityIssuePeriodIncreaseOrDecrease | (221,747,000) |
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 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 14,477,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 372,658,000 |
Adjustments to Additional Paid in Capital, Allocation of Equity Reverse Recapitalization | ptlo_AdjustmentsToAdditionalPaidInCapitalAllocationOfEquityReverseRecapitalization | (185,980,000) |
Adjustment To Additional Paid-In Capital, Deferred Tax Adjustment Under Tax Receivable Agreement | ptlo_AdjustmentToAdditionalPaidInCapitalDeferredTaxAdjustmentUnderTaxReceivableAgreement | 85,715,000 |
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 |
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 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 100,000 |
Preferred Stock, Accretion of Redemption Discount | us-gaap_PreferredStockAccretionOfRedemptionDiscount | 21,176,000 |
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 |