Berkshire Partners Acquisition 2015 - December '22 CAGR 72 8.3% (1) 38 Restaurants 2014 2015 2016 2017 2018 2019 2020 2021 2022 FINANCIAL PROFILE $57 $30 2020 2021* 2022 10.5% 5.4% (7.7)% 2020 2021 2022 | --- | --- | |-----------------------------------|---------------------------------------| | | | | Unit Growth | 4 new openings in the "Class of 2022" | | | 9 new openings in the "Class of 2023" | | Commodity Inflation | Mid single digits | | General & Administrative Expenses | $72 - $77 million | | Pre-Ope ...

Cautionary Note Regarding Forward-Looking Information Forward-looking statements in this report are subject to risks and uncertainties, potentially causing actual results to differ [Forward-Looking Statements and Risks](index=4&type=section&id=Forward-Looking%20Statements%20and%20Risks) This section outlines forward-looking statements, noting their inherent risks and uncertainties that may cause actual results to differ materially - The report contains forward-looking statements that are subject to known and unknown risks and uncertainties, which may cause actual results to differ materially[11](index=11&type=chunk)[12](index=12&type=chunk) - Key risks include potential future impact of COVID-19, organizational structure risks, food safety concerns, reliance on IT systems, competition, labor market challenges, regulatory impacts, growth strategy execution, increased operating costs, and supply shortages[11](index=11&type=chunk) - Forward-looking statements are identified by words such as 'aim,' 'anticipate,' 'believe,' 'estimate,' 'expect,' 'forecast,' 'future,' 'outlook,' 'potential,' 'project,' 'projection,' 'plan,' 'intend,' 'seek,' 'may,' 'could,' 'would,' 'will,' 'should,' 'can,' 'can have,' 'likely,' and similar expressions[12](index=12&type=chunk) Part I [ITEM 1. BUSINESS](index=5&type=section&id=ITEM%201.%20BUSINESS) Portillo's Inc. was formed in 2021 for its IPO and related reorganization, operating 72 restaurants across nine states with a multichannel model - Portillo's Inc. was incorporated on June 8, 2021, for its IPO and related reorganization, becoming the sole managing member of Portillo's OpCo and consolidating its financial results[16](index=16&type=chunk) - In 2022, the Company completed two secondary offerings, using net proceeds to purchase LLC Units and Class A common stock from pre-IPO LLC Members and Blocker Companies, increasing Portillo's Inc.'s ownership in Portillo's OpCo to **67.0%**[19](index=19&type=chunk)[20](index=20&type=chunk) - As of December 25, 2022, Portillo's owned and operated **72 restaurants** across nine states, including a 50% equity interest in one restaurant[25](index=25&type=chunk) - The company's growth strategy aims to increase its restaurant count by approximately **10% annually** over the long term, focusing on markets outside Chicagoland with existing presence and favorable macro-economic tailwinds[41](index=41&type=chunk) - Portillo's employs a values-driven, people-centered culture, recognized as one of QSR Magazine's Best Brands to Work For in 2022, with a focus on leadership development, employee engagement, and competitive total rewards including an Employee Stock Purchase Plan (ESPP)[49](index=49&type=chunk)[55](index=55&type=chunk)[63](index=63&type=chunk) IPO Details (October 2021) | Metric | Value | | :-------------------------------- | :------------------- | | Shares of Class A Common Stock Sold | 23,310,810 | | Offering Price per Share | $20.00 | | Aggregate Net Proceeds | ~$430.0 million | | Underwriting Discounts and Commissions | $29.1 million | | Other Offering Expenses | ~$7.1 million | [ITEM 1A. RISK FACTORS](index=11&type=page&id=ITEM%201A.%20RISK%20FACTORS) This section outlines significant risks that could adversely affect Portillo's business, financial condition, and results of operations - The business is vulnerable to changes in economic conditions, increases in food and commodity costs (e.g., **15.2% inflation in 2022**), and shifts in consumer preferences, which could impact profitability and traffic[93](index=93&type=chunk)[94](index=94&type=chunk)[97](index=97&type=chunk) - Achieving growth strategies, particularly opening new restaurants (aiming for **10% annual increase**), is subject to risks such as site availability, construction costs, and performance in new markets[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - Significant competition in the restaurant industry, food safety incidents (e.g., E. coli report in 2021), and negative publicity pose risks to brand reputation, sales, and operating margins[114](index=114&type=chunk)[115](index=115&type=chunk)[117](index=117&type=chunk) - The company's level of indebtedness (approximately **$322.4 million** as of December 25, 2022) could limit its ability to fund growth and operations, and variable interest rates expose it to interest rate fluctuations[152](index=152&type=chunk)[153](index=153&type=chunk) - Risks related to the organizational structure include potential conflicts of interest with Berkshire Private Equity, dependence on distributions from Portillo's OpCo, and substantial cash payments required under the Tax Receivable Agreement (estimated **$252.8 million** as of December 25, 2022)[162](index=162&type=chunk)[167](index=167&type=chunk)[170](index=170&type=chunk)[172](index=172&type=chunk) - Failure to protect intellectual property, security breaches in IT systems, and non-compliance with evolving privacy and data protection regulations could disrupt operations, harm reputation, and lead to financial losses[184](index=184&type=chunk)[185](index=185&type=chunk)[188](index=188&type=chunk)[195](index=195&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=35&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments from the SEC - No unresolved staff comments were reported[232](index=232&type=chunk) [ITEM 2. PROPERTIES](index=35&type=section&id=ITEM%202.%20PROPERTIES) Portillo's Inc. leases its home office in Oak Brook, IL, and operates 72 restaurants across nine states, along with two food production commissaries in Illinois - The home office is located at 2001 Spring Road, Suite 400, Oak Brook, IL 60523, and is leased[233](index=233&type=chunk) - As of December 25, 2022, the company operated **72 Portillo's restaurants** across nine states, including a restaurant owned by C&O (50% equity)[234](index=234&type=chunk) - The company operates two food production commissaries in Illinois and two non-traditional locations (a food truck and a ghost kitchen) in Chicago[234](index=234&type=chunk) Number of Restaurants by State (as of December 25, 2022) | State | Number of Restaurants | | :---------- | :-------------------- | | Arizona | 4 | | California | 2 | | Florida | 4 | | Illinois | 45 | | Indiana | 8 | | Iowa | 1 | | Michigan | 1 | | Minnesota | 3 | | Wisconsin | 4 | | **Total** | **72** | [ITEM 3. LEGAL PROCEEDINGS](index=36&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Information regarding legal proceedings is incorporated by reference from Note 16, Contingencies, in the financial statements - Disclosure on legal proceedings is incorporated by reference from Part II, Item 8, "Financial Statements And Supplementary Data, Note 16. Contingencies"[237](index=237&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURE](index=36&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURE) This item is not applicable to the company - This item is not applicable[238](index=238&type=chunk) Part II [ITEM 5. Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities](index=37&type=section&id=ITEM%205.%20Market%20For%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20And%20Issuer%20Purchases%20Of%20Equity%20Securities) Portillo's Class A common stock trades on Nasdaq under 'PTLO', while Class B common stock is not listed, and no dividends are anticipated - Portillo's Class A common stock is traded on the Nasdaq Global Select Market under the symbol 'PTLO', while Class B common stock is not listed or traded[241](index=241&type=chunk) - As of February 23, 2023, there were approximately **30 shareholders of record** for Class A common stock and **14 for Class B common stock**[242](index=242&type=chunk) - No dividends have been declared or paid on common stock, and none are anticipated in the foreseeable future, with future decisions at the Board's discretion[243](index=243&type=chunk) - In Q3 and Q4 2022, the company completed secondary offerings of **8,066,458** and **8,000,000 Class A shares**, respectively, at **$23.75** and **$22.69 per share**, which facilitated the purchase of LLC Units and Class A shares from pre-IPO LLC Members[249](index=249&type=chunk)[250](index=250&type=chunk) Stock Performance Graph (October 21, 2021 - December 25, 2022) | | 10/21/2021 | 12/26/2021 | 4/1/2022 | 7/1/2022 | 10/1/2022 | 12/25/2022 | | :---------------- | :--------- | :--------- | :------- | :------- | :-------- | :--------- | | Portillo's Inc. | $100.00 | $131.75 | $82.10 | $57.53 | $67.66 | $59.0

◆ ◆ ◆ ◆ ◆ ◆ ◆ ◆ ◆ Depreciation and amortization Adjusted EBITDA Reconciliation Pre-opening expenses Restaurant-Level Adjusted EBITDA Reconciliation September 25, 2022 Other income, net Portillo's CAUTIONARY NOTE ON FORWARD-LOOKING 市计�rt�sefication from and roboting sticefieders, Nuthin finde néarfargya fring Prace Securities Entigles Englanthe Rt. of 1999年 PSS RAP, All Staclements office Program Pro statements of historical fact are forward-looking statements. Forward-booking statements discuss our current ...

Portillo's Inc. (NASDAQ:PTLO) Q3 2022 Results Conference Call November 3, 2022 10:00 AM ET Company Participants Barbara Noverini - Investor Relations Michael Osanloo - President and Chief Executive Officer Michelle Hook - Chief Financial Officer Conference Call Participants Andy Barish - Jefferies Sharon Zackfia - William Blair David Tarantino - Baird Gregory Francfort - Guggenheim Securities Nicole Miller - Piper Sandler Chris O'Cull - Stifel John Glass - Morgan Stanley Operator Greetings, and welcome to P ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 25, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact name of registrant as specified in its charter) Delaware 87-1104304 (State or other jurisdiction of incorpor ...

Portillo's Inc. (NASDAQ:PTLO) Q2 2022 Earnings Conference Call August 4, 2022 10:00 AM ET Company Participants Barbara Noverini - Investor Relations Michael Osanloo - President and Chief Executive Officer Michelle Hook - Chief Financial Officer Conference Call Participants David Tarantino - Baird Sharon Zackfia - William Blair John Glass - Morgan Stanley Nicole Miller - Piper Sandler Andy Barish - Jefferies Sara Senatore - Bank of America Chris O’Cull - Stifel Gregory Francfort - Guggenheim Securities Opera ...

Second Quarter Earnings Supplemental August 4, 2022 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of operations, plans, objectives, future perf ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 26, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-40951 PORTILLO'S INC. (Exact name of registrant as specified in its charter) Delaware 87-1104304 (State or other jurisdiction of incorporation ...

allos First Quarter Earnings Supplemental May 5, 2022 = PICKU E THRU · QULINE CORDERS - DELTI CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS & NON-GAAP MEASURES This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial position, results of ...

Portillo's Inc. (NASDAQ:PTLO) Q1 2022 Results Conference Call May 5, 2022 10:00 AM ET Company Participants Barbara Noverini - Director of Investor Relations Michael Osanloo - President & Chief Executive Officer Michelle Hook - Chief Financial Officer Conference Call Participants John Glass - Morgan Stanley Nicole Miller - Piper Sandler David Tarantino - Baird Sara Senatore - Bank of America Andy Barish - Jefferies Chris O'Cull - Stifel Sharon Zackfia - William Blair Dennis Geiger - UBS Gregory Francfort - G ...