XML 30 R15.htm IDEA: XBRL DOCUMENT v3.24.2.u1
NON-CONTROLLING INTERESTS
 6 Months Ended
Jun. 30, 2024
Noncontrolling Interest [Abstract]  
NON-CONTROLLING INTERESTS NON-CONTROLLING INTERESTS
We are the sole managing member of Portillo's OpCo, and as a result, consolidate 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 quarter of 2024, in connection with the secondary offering described in Note 1. Description Of Business, 5,832,371 of LLC Units and corresponding shares of Class B common stock were redeemed by the pre-IPO LLC Members for newly-issued shares of Class A common stock and we received a total of 5,832,371 newly-issued LLC Units, increasing our total ownership interest in Portillo's OpCo.
The following table summarizes the LLC interest ownership by Portillo's Inc. and pre-IPO LLC members:
June 30, 2024December 31, 2023
LLC UnitsOwnership %LLC UnitsOwnership %
Portillo's Inc.61,739,874 84.1 %55,502,375 76.1 %
pre-IPO LLC Members11,640,555 15.9 %17,472,926 23.9 %
Total73,380,429 100.0 %72,975,301 100.0 %

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 quarter and two quarters ended June 30, 2024 was 15.9% and 18.7%, respectively. The pre-IPO LLC Members' weighted average ownership percentage for the quarter and two quarters ended June 25, 2023 was 24.2% and 27.8%, respectively.

The following table summarizes the effects of changes in ownership in Portillo's OpCo on the Company’s equity (in thousands):

Quarter EndedTwo Quarters Ended
June 30, 2024June 25, 2023June 30, 2024June 25, 2023
Net income attributable to Portillo's Inc.
$6,470 $6,788 $11,032 $6,274 
Activity under equity-based compensation plans355 577 1,168 1,288 
Non-controlling interest adjustment403 4,109 46,878 47,845 
Redemption of LLC Units— (5)(58)(64)
Establishment of liabilities under Tax Receivable Agreement and related changes to deferred tax assets associated with increases in tax basis— (1,189)(15,913)(13,682)
Total effect of changes in ownership interest on equity attributable to Portillo's Inc. $7,228 $10,280 $43,107 $41,661