Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Goosehead Insurance, Inc. | |
Entity Central Index Key | 1,726,978 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,533,267 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,746,667 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 18,938,455 | $ 4,947,671 |
Restricted cash | 616,414 | 417,911 |
Commissions and agency fees receivable, net | 1,958,539 | 1,268,172 |
Receivable from franchisees, net | 396,922 | 564,087 |
Prepaid expenses | 937,826 | 521,362 |
Total current assets | 22,848,156 | 7,719,203 |
Receivable from franchisees, net of current portion | 1,841,844 | 1,360,686 |
Property and equipment, net of accumulated depreciation | 6,934,029 | 6,845,121 |
Intangible assets, net of accumulated amortization | 241,286 | 216,468 |
Other assets | 149,806 | 565,191 |
Total assets | 32,015,121 | 16,706,669 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 4,305,386 | 2,759,241 |
Premiums payable | 616,414 | 417,911 |
Unearned revenue | 510,000 | 1,062,050 |
Dividends payable | 0 | 550,000 |
Deferred rent | 420,850 | 477,818 |
Note payable | 500,000 | 500,000 |
Total current liabilities | 6,352,650 | 5,767,020 |
Deferred income taxes, net | 90,532 | 0 |
Deferred rent, net of current portion | 4,252,020 | 3,916,257 |
Note payable, net of current portion | 48,004,034 | 48,156,340 |
Total liabilities | 58,699,236 | 57,839,617 |
Commitments and contingencies (see note 6) | ||
Members’ deficit | 0 | (41,132,948) |
Additional paid in capital | 89,033,692 | 0 |
Accumulated deficit | (7,558,112) | 0 |
Total stockholders' equity and members' deficit | 81,838,380 | (41,132,948) |
Non-controlling interests | (108,522,495) | 0 |
Total equity | (26,684,115) | (41,132,948) |
Total liabilities and stockholders' equity | 32,015,121 | 16,706,669 |
Class A Common Stock | ||
Current Liabilities: | ||
Common stock | 135,333 | 0 |
Class B Common Stock | ||
Current Liabilities: | ||
Common stock | $ 227,467 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) Parenthetical - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock shares issued (in shares) | 13,533,267 | 0 |
Common stock shares outstanding (in shares) | 13,533,267 | 0 |
Class B Common Stock | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock shares issued (in shares) | 22,746,667 | 0 |
Common stock shares outstanding (in shares) | 22,746,667 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Revenues | $ 14,787,712 | $ 10,878,630 | $ 29,376,593 | $ 20,769,579 |
Operating Expenses: | ||||
Employee compensation and benefits (including Class B unit compensation of $26,134,271 for the three and six months ended June 30, 2018 and $184,613 for the three and six months ended 2017) | 33,854,619 | 5,575,415 | 40,690,044 | 10,443,062 |
General and administrative expenses | 3,025,695 | 2,011,268 | 5,399,317 | 3,844,867 |
Bad debts | 305,965 | 323,208 | 585,654 | 575,090 |
Depreciation and amortization | 350,548 | 158,177 | 687,483 | 295,834 |
Total operating expenses | 37,536,827 | 8,068,068 | 47,362,498 | 15,158,853 |
(Loss) Income from operations | (22,749,115) | 2,810,562 | (17,985,905) | 5,610,726 |
Other Income (Expense): | ||||
Other Income | 0 | 3,540,932 | 0 | 3,540,932 |
Interest expense | (972,158) | (527,038) | (1,967,560) | (1,059,753) |
(Loss) Income before taxes | (23,721,273) | 5,824,456 | (19,953,465) | 8,091,905 |
Income tax expense | 154,093 | 0 | 154,093 | 0 |
Net (Loss) Income | (23,875,366) | 5,824,456 | (20,107,558) | 8,091,905 |
Less: net (loss) income attributable to non-controlling interests | (14,640,985) | 5,824,456 | (10,873,177) | 8,091,905 |
Net (Loss) Income attributable to Goosehead Insurance, Inc. | $ (9,234,381) | $ 0 | $ (9,234,381) | 0 |
Earnings per share: | ||||
Basic (in dollars per share) | $ (0.68) | $ (0.68) | $ (0.68) | |
Diluted (in dollars per share) | $ (0.68) | $ (0.68) | ||
Weighted average shares of Class A common stock outstanding | ||||
Basic (in shares) | 13,533,267 | 13,533,267 | ||
Diluted (in shares) | 13,533,267 | 13,533,267 | ||
Pro forma income before taxes attributable to Goosehead Insurance, Inc. | $ (9,080,288) | $ (9,080,288) | ||
Income tax expense | (154,093) | $ 0 | (154,093) | $ 0 |
Net loss attributable to Goosehead Insurance, Inc. | (9,234,381) | (9,234,381) | ||
Pro forma earnings per share: | ||||
Basic (in dollars per share) | $ 0.12 | $ 0.17 | ||
Diluted (in dollars per share) | $ 0.12 | $ 0.16 | ||
Pro forma weighted average shares of Class A common stock outstanding - basic (in shares) | 13,533,267 | 13,533,267 | ||
Pro forma weighted average shares of Class A common stock outstanding - diluted (in shares) | 14,329,293 | 14,329,293 | ||
Commissions and agency fees | ||||
Revenues: | ||||
Revenues | 8,716,016 | $ 6,854,232 | 18,311,592 | $ 13,216,078 |
Franchise revenues | ||||
Revenues: | ||||
Revenues | 5,969,392 | 3,969,912 | 10,879,920 | 7,451,028 |
Interest income | ||||
Revenues: | ||||
Revenues | $ 102,304 | 54,486 | $ 185,081 | 102,473 |
Pro Forma | ||||
Other Income (Expense): | ||||
Income tax expense | 519,266 | 721,415 | ||
Weighted average shares of Class A common stock outstanding | ||||
Pro forma income before taxes attributable to Goosehead Insurance, Inc. | 2,172,659 | 3,018,471 | ||
Income tax expense | (519,266) | (721,415) | ||
Net loss attributable to Goosehead Insurance, Inc. | $ 1,653,393 | $ 2,297,056 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Income (Unaudited) Parenthetical - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Class B Unit Compensation | $ 26,393,999 | $ 184,613 | $ 26,393,999 | $ 184,613 |
Class B Unit | ||||
Class B Unit Compensation | $ 26,134,271 | $ 184,613 | $ 26,134,271 | $ 184,613 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Total | Members' deficit | Common stockClass A Common Stock | Common stockClass B Common Stock | Additional paid in capital | Accumulated deficit | Parent | Noncontrolling Interest |
Beginning balance at Dec. 31, 2017 | $ (41,132,948) | $ (41,132,948) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning balance (in shares) at Dec. 31, 2017 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 4,388,937 | 4,388,937 | ||||||
Distributions | (1,278,249) | (1,278,249) | ||||||
Ending balance at May. 01, 2018 | (38,022,260) | (38,022,260) | ||||||
Beginning balance at Dec. 31, 2017 | (41,132,948) | (41,132,948) | $ 0 | $ 0 | 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Dec. 31, 2017 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (9,234,381) | |||||||
Ending balance (in shares) at Jun. 30, 2018 | 13,533,267 | 22,746,667 | ||||||
Ending balance at Jun. 30, 2018 | (26,684,115) | 0 | $ 135,333 | $ 227,467 | 89,033,692 | (7,558,112) | 81,838,380 | (108,522,495) |
Beginning balance at May. 01, 2018 | (38,022,260) | (38,022,260) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 1,516,025 | 565,513 | 565,513 | 950,512 | ||||
Distributions | (745,000) | (745,000) | (745,000) | |||||
Effects of the Reorganization Transactions (in shares) | 22,746,667 | |||||||
Effects of the Reorganization Transactions | (113,733,333) | 38,022,260 | $ 227,467 | (132,202,468) | (7,378,625) | (139,353,626) | (12,401,967) | |
Initial non-controlling interest allocation | 0 | 97,071,040 | 0 | 97,071,040 | (97,071,040) | |||
Issuance of Class A common stock sold in initial public offering, net of offering costs (in shares) | 13,533,267 | |||||||
Issuance of Class A common stock sold in initial public offering, net of offering costs | 124,129,590 | $ 135,333 | 123,994,257 | 124,129,590 | ||||
Equity-based compensation subsequent to initial public offering | 259,727 | 259,727 | 259,727 | |||||
Deferred tax adjustments | (88,864) | (88,864) | (88,864) | |||||
Ending balance (in shares) at Jun. 30, 2018 | 13,533,267 | 22,746,667 | ||||||
Ending balance at Jun. 30, 2018 | $ (26,684,115) | $ 0 | $ 135,333 | $ 227,467 | $ 89,033,692 | $ (7,558,112) | $ 81,838,380 | $ (108,522,495) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (20,107,558) | $ 8,091,905 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 687,483 | 295,834 |
Bad debt expense | 585,654 | 575,090 |
Equity-based compensation | 26,272,248 | 0 |
Deferred income taxes | 1,667 | 0 |
Changes in operating assets and liabilities: | ||
Commissions and agency fees receivable | (1,113,522) | (366,478) |
Receivable from franchisees | (487,344) | (920,310) |
Prepaid expenses | (416,464) | (223,101) |
Other assets | 415,385 | (147,344) |
Accounts payable and accrued expenses | 1,546,144 | 140,932 |
Deferred rent | 278,795 | (79,790) |
Premiums payable | 198,503 | 251,515 |
Unearned revenue | (552,050) | (140,000) |
Net cash provided by operating activities | 7,308,941 | 7,478,253 |
Cash flows from investing activities: | ||
Changes in restricted cash | (198,503) | (251,515) |
Proceeds from notes receivable | 10,852 | 288,494 |
Purchase of software | (79,170) | (93,297) |
Purchase of property and equipment | (722,944) | (877,583) |
Net cash used for investing activities | (989,765) | (933,901) |
Cash flows from financing activities: | ||
Loan origination fees | 98,600 | 66,000 |
Repayment of note payable | (250,000) | (150,000) |
Proceeds from the issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs | 86,891,920 | 0 |
Member distributions | (79,068,912) | (2,565,387) |
Net cash provided by (used for) financing activities | 7,671,608 | (2,649,387) |
Net increase in cash and cash equivalents | 13,990,784 | 3,894,965 |
Cash, beginning of period | 4,947,671 | 3,778,098 |
Cash, end of period | 18,938,455 | 7,673,063 |
Supplemental disclosures: | ||
Management fee note repayment through issuance of Class A common stock | $ 37,237,670 | $ 0 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization On May 1, 2018 Goosehead Insurance, Inc. ("GSHD") completed an initial public offering (the “Offering”) of 9,809,500 shares of Class A common stock at a price of $10.00 per share, which included 1,279,500 shares issued pursuant to the underwriter's over-allotment option. GSHD became the sole managing member of Goosehead Financial, LLC (“GF”). GF was organized on January 1, 2016 as a Delaware Limited Liability Company and is headquartered in Westlake, TX. The operations of GF represent the predecessor to GSHD prior to the Offering, and the consolidated and combined entities of GF are described in more detail below. Information for any periods prior to May 1, 2018 relates to GF and its subsidiaries and affiliates. GSHD (collectively with its combined and consolidated subsidiaries and affiliates, the “Company”) provides personal and commercial property and casualty insurance brokerage services for its clients through a network of corporate-owned agencies and franchise units across the nation. The operations of the corporate-owned units are recorded in Texas Wasatch Insurance Services, L.P. (“TWIS”)—a Texas limited partnership headquartered in Westlake, TX and operating since 2003 . TWIS is 99.6% owned by Goosehead Insurance Holdings, LLC (“GIH”), a wholly owned subsidiary of GF. The Company had seven and four corporate-owned locations in operation at June 30, 2018 and 2017 , respectively. The operations of the franchise units are recorded in Goosehead Insurance Agency, LLC (“GIA”)—a Delaware limited liability company headquartered in Westlake, TX and operating since 2011 . GIA is 100% owned by GIH. Franchisees are provided access to insurance Carrier Appointments, product training, technology infrastructure, client service centers and back office services. During the three months ended June 30, 2018 and 2017 , the Company sold 55 and 34 franchise locations, respectively and had 385 and 244 operating franchise locations as of June 30, 2018 and 2017 , respectively. No franchises were purchased by the Company during the three months ended June 30, 2018 or 2017 . In connection with the Offering, both Goosehead Management, LLC (“GM”) and Texas Wasatch Insurance Holdings Group LLC (“TWIHG”) became wholly owned indirect subsidiaries of GF. Both GM and TWIHG are non-operating holding companies created to receive management fees from the operating entities TWIS and GIA. All intercompany accounts and transactions have been eliminated in consolidation of GF. Reorganization Transactions In connection with the Offering, the company completed the following transactions (the "Reorganization Transactions"): • The GF limited liability company agreement was amended to, among other things, i) appoint GSHD as the sole managing member of GF and ii) modify the capital structure of GF by reclassifying the interests previously held by Pre-IPO LLC Members into a single new class of non-voting LLC Units. • GSHD was authorized to issue two classes of common stock. 9,809,500 shares of Class A common stock were issued pursuant to the Offering, including the underwriters' over-allotment option. 22,746,667 shares of Class B common stock were issued to the Pre-IPO LLC Members in an amount equal to the number of LLC Units held by each such Pre-IPO LLC Member in exchange for certain management rights of GF. 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 GSHD's stockholders. Each share of Class B common stock can be exchanged for one share of Class A common stock or, at GSHD's discretion, a cash payment equal to the volume weighted average market price of one share of Class A common stock, thus canceling the share of Class B common stock on a one -for-one basis. • The Goosehead Management Holders and Texas Wasatch Holders indirectly transferred their ownership interests in GM and TWIHG, respectively, to GSHD in exchange for the Goosehead Management Note and Texas Wasatch Note. The aggregate principal amount of the Goosehead Management Note and the Texas Wasatch Note was approximately $114 million . Because the net proceeds from the Offering were insufficient to repay the aggregate principal amount of the notes, 3,723,767 shares of Class A common stock were issued to the Goosehead Management Holders and the Texas Wasatch Holders for the difference. GSHD contributed direct and indirect ownership interests in each of TWIHG and GM to GF. Following completion of the Reorganization Transactions and the Offering, GSHD owns 37.3% of GF and the Pre-IPO LLC Members own the remaining 62.7% . GSHD is the sole managing member of GF and, although GSHD holds a minority economic interest in GF, GSHD has the sole voting power and control of management of GF. Accordingly, GSHD consolidates the financial results of GF and reports non-controlling interest in GSHD's consolidated financial statements. Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all of the annual disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, in the opinion of management, these statements include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial position at June 30, 2018 , and the condensed consolidated results of operations, and cash flows for the periods ended June 30, 2018 and 2017 . The interim period condensed consolidated financial statements should be read in conjunction with the Consolidated and Combined Financial Statements that are included in the Final Prospectus. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates as more information becomes known. Capitalized IPO Related Costs In connection with the Offering, the Company incurred costs which were recorded in other assets on the condensed consolidated balance sheet. Upon completion of the Offering, these deferred costs were charged against the proceeds from the Offering with a corresponding reduction to additional paid-in capital. There were $ 0 and $170 thousand of IPO related costs included in other assets at June 30, 2018 and December 31, 2017 , respectively. Income Taxes Prior to the Offering, GF was treated as a partnership for U.S. federal and applicable state and local income tax purposes. As a partnership, GF's taxable income or loss was included in the taxable income of its members. Accordingly, no income tax expense was recorded for federal and state and local jurisdictions for periods prior to the Offering. In connection with the Offering completed on May 1, 2018 , the Company became a taxable entity. Recently Issued Accounting Pronouncements Statement of Cash Flows (ASU 2016-18) : This standard requires that the Statement of Cash Flows explain the changes during the period of cash and cash equivalents inclusive of amounts categorized as Restricted Cash. As such, upon adoption, the Company’s consolidated statement of cash flows will show the sources and uses of cash that explain the movement in the balance of cash and cash equivalents, inclusive of restricted cash, over the period presented. As an emerging growth company (“EGC”), the standard will become effective for the Company January 1, 2019 . The Company is currently evaluating the impact this standard will have on the Company's consolidated financial statements. Statement of Cash Flows (ASU 2016-15) : This standard addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The standard will become effective for the Company on January 1, 2019 . The Company has evaluated the impact of ASU 2016-15 and has determined the impact to be immaterial. The Company does not, at this time, engage in the activities being addressed by the standard. Revenue from Contracts with Customers (ASU 2014-09) : This standard supersedes the existing revenue recognition guidance and provides a new framework for recognizing revenue. The core principle of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard also requires significantly more comprehensive disclosures than the existing standard. Guidance subsequent to ASU 2014-09 has been issued to clarify various provisions in the standard, including principal versus agent considerations, identifying performance obligations, licensing transactions, as well as various technical corrections and improvements. This standard may be adopted using either a retrospective or modified retrospective method. According to the superseding standard ASU 2015-14 that deferred the effective dates of the preceding, the standard will become effective for the Company January 1, 2019 . The Company is currently in the process of evaluating the impact this standard is expected to have on the consolidated financial statements and expects to adopt the modified retrospective method. The Company expects a material change in the timing of when Contingent Commissions and Initial Franchise Fees are recorded as revenue. As the Company continues the evaluation during 2018 , specifically as it relates to revenue recognition (commissions, contingent commissions, and franchise fees, among others), cost deferrals, and systems and processes, the Company will further clarify the expected material impact of the adoption of the standard when it becomes known. Leases (ASU 2016-02) : This standard establishes a new lease accounting model, which introduces the recognition of lease assets and liabilities for those leases classified as operating leases under previous GAAP. It should be applied using a modified retrospective approach, with the option to elect various practical expedients. Early adoption is permitted. The standard will become effective for the Company January 1, 2020 . The Company is currently evaluating the impact this standard will have on the Company's consolidated financial statements. |
Franchise Fees Receivable
Franchise Fees Receivable | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Franchise Fees Receivable | Franchise Fees Receivable The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following at June 30, 2018 and December 31, 2017 : June 30 December 31 2018 2017 Franchise fees receivable $ 3,494,516 $ 2,501,000 Less: Unamortized discount (1,226,136 ) (823,391 ) Less: Allowance for uncollectible franchise fees (453,730 ) (335,522 ) Total franchise fees receivable $ 1,814,650 $ 1,342,087 Activity in the allowance for uncollectible franchise fees was as follows: Balance at December 31, 2016 $ 193,204 Charges to bad debts 143,364 Write offs (34,650 ) Balance at June 30, 2017 $ 301,918 Balance at December 31, 2017 $ 335,522 Charges to bad debts 162,499 Write offs (44,291 ) Balance at June 30, 2018 $ 453,730 Allowance for Uncollectible Agency Fees Activity in the allowance for uncollectible agency fees was as follows: Balance at December 31, 2016 $ 166,681 Charges to bad debts 291,233 Write offs (275,850 ) Balance at June 30, 2017 $ 182,064 Balance at December 31, 2017 $ 182,509 Charges to bad debts 423,155 Write offs (382,192 ) Balance at June 30, 2018 $ 223,472 |
Allowance for Uncollectible Age
Allowance for Uncollectible Agency Fees | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Allowance for Uncollectible Agency Fees | Franchise Fees Receivable The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following at June 30, 2018 and December 31, 2017 : June 30 December 31 2018 2017 Franchise fees receivable $ 3,494,516 $ 2,501,000 Less: Unamortized discount (1,226,136 ) (823,391 ) Less: Allowance for uncollectible franchise fees (453,730 ) (335,522 ) Total franchise fees receivable $ 1,814,650 $ 1,342,087 Activity in the allowance for uncollectible franchise fees was as follows: Balance at December 31, 2016 $ 193,204 Charges to bad debts 143,364 Write offs (34,650 ) Balance at June 30, 2017 $ 301,918 Balance at December 31, 2017 $ 335,522 Charges to bad debts 162,499 Write offs (44,291 ) Balance at June 30, 2018 $ 453,730 Allowance for Uncollectible Agency Fees Activity in the allowance for uncollectible agency fees was as follows: Balance at December 31, 2016 $ 166,681 Charges to bad debts 291,233 Write offs (275,850 ) Balance at June 30, 2017 $ 182,064 Balance at December 31, 2017 $ 182,509 Charges to bad debts 423,155 Write offs (382,192 ) Balance at June 30, 2018 $ 223,472 |
Note Payable
Note Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Note Payable | Note Payable On October 27, 2016 , GF entered into a credit agreement consisting of a revolving credit facility used for general liquidity and working capital and a note payable used to pay off existing debt and fund a distribution to members. The $3,000,000 revolving credit facility accrues interest on amounts drawn at LIBOR plus 5.50% . At June 30, 2018 and December 31, 2017 , GSHD and GF, respectively, had a letter of credit of $500,000 applied against the maximum borrowing availability, at an interest rate of 5.50% , thus amounts available to draw totaled $2,500,000 . No interest was paid during the six months ended June 30, 2018 or during 2017 on the revolving credit facility. The revolving credit facility is collateralized by substantially all the Company’s assets, which includes rights to future commissions. The note payable on the consolidated balance sheets includes a $50,000,000 term note payable in quarterly installments of $125,000 with a balloon payment of $47,250,000 on October 27, 2022 . Interest is calculated at LIBOR plus 5.50% ( 7.59% and 6.45% at June 30, 2018 and December 31, 2017 ), and the note is collateralized by substantially all of the Company’s assets, which includes rights to future commissions. The balance of the note payable was $49,375,000 , of which $500,000 was current, and $49,625,000 , of which $500,000 was current, at June 30, 2018 and December 31, 2017 , respectively. Included as a reduction to the note payable are capitalized loan origination fees, the unamortized balance of which was $870,967 and $969,567 as of June 30, 2018 and December 31, 2017 , respectively. The amortization of these loan origination fees is included in interest expense and totaled $49,300 and $98,600 for the three and six months ended June 30, 2018 , respectively, and $33,000 and $66,000 for the three and six months ended June 30, 2017 , respectively. Maturities of note payable for the next five years are as follows: Amount As of June 30, 2018: 2018 $ 250,000 2019 500,000 2020 500,000 2021 500,000 2022 47,625,000 $ 49,375,000 The Company’s note payable agreement contains certain restrictions and covenants. Under these restrictions, the Company is limited in the amount of debt incurred and distributions payable. In addition, the credit agreement contains certain change of control provisions that, if broken, would trigger a default. Finally, the Company must maintain certain financial ratios. As of June 30, 2018 and December 31, 2017 , GSHD and GF, respectively, were in compliance with these covenants. Because of both instruments’ origination date and variable interest rate, the note payable balance at June 30, 2018 and December 31, 2017 , approximates fair value using Level 2 inputs, described below. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows: • Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. • Level 2—Significant other observable inputs other than Level 1 prices such as quoted prices in markets that are not active, quoted prices for similar assets or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset. • Level 3—Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company refinanced its credit facilities on August 3, 2018 . See " Note 13 : Subsequent Events" under Part I, Item 1 of this Form 10-Q. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company leases its facilities under non-cancelable operating leases, expiring in various years through 2029 . In addition to monthly lease payments, the lease agreements require the Company to reimburse the lessors for its portion of operating costs each year. The following is a schedule of future minimum lease payments as of June 30, 2018 : Amount 2018 $ 679,704 2019 1,317,199 2020 1,780,670 2021 1,854,344 2022 1,699,678 2023-2029 8,356,742 $ 15,688,337 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a result of the Reorganization Transactions and the Offering, GSHD became the sole managing member of GF, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, GF is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by GF is passed through to and included in the taxable income or loss of its members, including GSHD, on a pro rata basis. GSHD is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to GSHD's allocable share of income of GF. Income tax expense A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 (Loss) Income before taxes $ (23,721,273 ) $ 5,824,456 $ (19,953,465 ) $ 8,091,905 Less: income prior to the Reorganization Transactions (621,127 ) (5,824,456 ) (4,388,937 ) (8,091,905 ) Less: income attributable to non-controlling interests 15,262,112 — 15,262,114 — (Loss) Income attributable to Goosehead Insurance, Inc. before taxes $ (9,080,288 ) $ — $ (9,080,288 ) $ — Income taxes at U.S. federal statutory rate (1,908,381 ) — (1,908,381 ) — State and local income taxes, net of federal benefit 11,608 — 11,608 — Permanent differences 2,050,866 — 2,050,866 — Income tax expense $ 154,093 $ — $ 154,093 $ — Deferred tax assets and liabilities The components of deferred tax assets and liabilities are as follows: June 30, 2018 December 31, 2017 Investment in partnership (90,532 ) — Net deferred tax asset (liability) $ (90,532 ) $ — Uncertain tax positions GSHD has determined there are no material uncertain tax positions as of June 30, 2018 . Tax Receivable Agreement GF intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) effective for each taxable year in which a redemption or exchange of LLC Units and corresponding Class B common stock for shares of Class A common stock occurs. Future taxable redemptions or exchanges are expected to result in tax basis adjustments to the assets of GF that will be allocated to the Company and thus produce favorable tax attributes. These tax attributes would not be available to us in the absence of those transactions. The anticipated tax basis adjustments are expected to reduce the amount of tax that GSHD would otherwise be required to pay in the future. GSHD entered into a tax receivable agreement with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by GSHD to the Pre-IPO LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that GSHD actually realizes as a result of (i) any increase in tax basis in GSHD's assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement. During the three and six month period ended June 30, 2018 , no distributions or redemptions were made that triggered an increase in GSHD's tax basis. |
Other Income
Other Income | 6 Months Ended |
Jun. 30, 2018 | |
Other Income and Expenses [Abstract] | |
Other Income | Other Income On June 1, 2017, GF executed a buyout agreement with a franchisee per the terms of a franchise agreement executed in 2014. As part of the buyout, the departing franchisee purchased Goosehead’s economic interests in future royalty fees. Goosehead recognized a $3.5 million gain on the transaction in June 2017 which is included in Other income on the consolidated statement of income. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Class A Common Stock GSHD has a total of 13,533,267 shares of its Class A common stock outstanding at June 30, 2018 . Each share of Class A common stock holds economic rights and entitles its holder to one vote per share on all matters submitted to a vote of the stockholders of GSHD. Class B Common Stock GSHD has a total of 22,746,667 shares of its Class B common stock outstanding at June 30, 2018 . Each share of Class B common stock has no economic rights but entitles its holder to one vote per share on all matters submitted to a vote of the stockholders of GSHD. Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to GSHD's shareholders for their vote or approval, except as otherwise required by applicable law, by agreement, or by GSHD's certificate of incorporation. Non-Controlling Interests Following the Offering, GSHD became the sole managing member of GF and, as a result, it consolidates the financial results of GF. GSHD reports a non-controlling interest representing the economic interest in GF held by the other members of GF. Under the amended and restated Goosehead Financial, LLC Agreement, the Pre-IPO LLC Members have the right, from and after the completion of the Offering (subject to the terms of the amended and restated Goosehead Financial, LLC Agreement), to require GSHD to redeem all or a portion of their LLC Units for, at GSHD's election, newly-issued shares of Class A common stock on a one -for-one basis or a cash payment equal to the volume weighted average market price of one share of GSHD's Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the amended and restated Goosehead Financial, LLC Agreement. Additionally, in the event of a redemption request by a Pre-IPO LLC Member, GSHD may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be cancelled on a one -for-one basis if GSHD, at the election of a Pre-IPO LLC Member, redeems or exchanges LLC Units of such Pre-IPO LLC Member pursuant to the terms of the amended and restated Goosehead Financial, LLC Agreement. Except for transfers to GSHD pursuant to the amended and restated Goosehead Financial, LLC Agreement or to certain permitted transferees, the Pre-IPO LLC Members are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B common stock. The following table summarizes the ownership interest in GF as of June 30, 2018 . June 30, 2018 LLC Units Ownership % Number of LLC Units held by Goosehead Insurance, Inc. 13,533,267 37.3% Number of LLC Units held by non-controlling interest holders 22,746,667 62.7% Number of LLC Units outstanding 36,279,934 100.0% The weighted average ownership percentages for the applicable reporting periods are used to attribute net income to GSHD and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage for the three and six months ended June 30, 2018 was 62.7% . All net income prior to the Offering is attributed to non-controlling interest holders. Earnings Per Share The following table sets forth the calculation of basic earnings per share ("EPS") based on net income attributable to GSHD for the three and six months ended June 30, 2018 , divided by the basic weighted average number of Class A common stock as of June 30, 2018 . Diluted earnings per share of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. We have not included the effects of conversion of Class B shares to Class A shares in the diluted EPS calculation using the "if-converted" method, because doing so has no impact on diluted EPS. Three Months Ended Six Months Ended June 30, 2018 June 30, 2018 Numerator: Net loss before taxes $ (23,721,273 ) $ (19,953,465 ) Less: net loss attributable to non-controlling interests (14,640,985 ) (10,873,177 ) Loss before taxes attributable to Goosehead Insurance, Inc. (9,080,288 ) (9,080,288 ) Less: income tax expense 154,093 154,093 Net loss attributable to Goosehead Insurance, Inc. (1) $ (9,234,381 ) $ (9,234,381 ) Denominator: Weighted average shares of Class A common stock outstanding 13,533,267 13,533,267 Effect of dilutive securities: Stock options (2) — — Weighted average shares of Class A common stock outstanding - diluted 13,533,267 13,533,267 Earnings per share of Class A common stock - basic $ (0.68 ) $ (0.68 ) Earnings per share of Class A common stock - diluted $ (0.68 ) $ (0.68 ) (1) Net income attributable to Goosehead Insurance, Inc. excludes all net income prior to the Offering. (2) 1,649,866 stock options were excluded from the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive, as we recorded a net loss for the three and six months ended June 30, 2018 . The following table sets forth the calculation of pro forma basic EPS based on pro forma net income attributable to GSHD for the three and six months ended June 30, 2017 , divided by the pro forma basic weighted average number of Class A common stock as of June 30, 2017 . Pro forma diluted earnings per share of Class A common stock is computed by dividing pro forma net income attributable to GSHD by the pro forma weighted average number of shares of Class A common stock outstanding adjusted to give effect to pro forma potentially dilutive securities. Three Months Ended Six Months Ended June 30, 2017 June 30, 2017 Numerator: Net income $ 5,824,456 $ 8,091,905 Less: pro forma net income attributable to non-controlling interests 3,651,797 5,073,434 Pro forma income before taxes attributable to Goosehead Insurance, Inc. 2,172,659 3,018,471 Less: pro forma income tax expense 519,266 721,415 Pro forma net income attributable to Goosehead Insurance, Inc. $ 1,653,393 $ 2,297,056 Denominator: Pro forma weighted average shares of Class A common stock outstanding - basic 13,533,267 13,533,267 Pro forma effect of dilutive securities: Pro forma stock options 796,026 796,026 Pro forma weighted average shares of Class A common stock outstanding - diluted 14,329,293 14,329,293 Pro forma earnings per share of Class A common stock - basic $ 0.12 $ 0.17 Pro forma earnings per share of Class A common stock - diluted $ 0.12 $ 0.16 |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation A summary of equity-based compensation expense during the three and six months ended June 30, 2018 and June 30, 2017 is as follows: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Class B unit compensation $ 26,134,272 $ 184,613 $ 26,134,272 $ 184,613 Stock options 259,727 — 259,727 — Equity-based compensation expense $ 26,393,999 $ 184,613 $ 26,393,999 $ 184,613 Class B unit compensation: Prior to the Offering, certain Pre-IPO LLC Members held non-vesting and non-voting Class B units. In accordance with accounting guidance, any dividends paid to Class B unit holders are recognized as compensation expense when declared, as the Class B non-vesting units are considered to be a non-substantive class of equity. Dividends paid to Class B unit holders prior to the Offering, included in employee compensation and benefits, totaled $122 thousand for the three and six months ended June 30, 2018 and $185 thousand for the three and six ended June 30, 2017 . In connection with the Reorganization Transactions, immediately prior to the Offering, historical Class B interests in TWIHG and GM vested by converting to the Texas Wasatch Note and Goosehead Management Note, respectively, paid with a combination of proceeds from the Offering and shares of Class A common stock. This conversion changed the nature of the Class B interests from a profit sharing arrangement to a substantive class of equity and were expensed under the guidance of ASC 718. At the Offering price of $10.00 per share, GSHD incurred total compensation expense of $6.2 million in connection with the conversion. Class B interests in GF were also deemed vested by converting, along with all pre-offering Class A equity, on a one -to-one basis with the number of LLC units previously owned, to both LLC Units and shares of Class B common stock. This conversion changed the nature of the Class B interests from a profit sharing arrangement to a substantive class of equity and were expensed under the guidance of ASC 718. At the initial public offering price of $10.00 per share, the Company issued a total of 1,978,058 LLC Units and shares of Class B common stock and incurred total compensation expense of $19.8 million as part of the conversion. Stock options: In connection with the IPO, GSHD granted 1,649,866 options to directors and certain employees. The stock options were granted with a strike price of $10.00 per share (the initial public offering price). The 364,866 director stock options vest quarterly over a three year period, and the 1,285,000 employee stock options vest annually from 2020 to 2022. The grant date fair value was determined using the Black-Scholes valuation model using the following assumptions: Expected volatility 25 % Expected dividend yield — % Expected term (in years) 5.95 Risk-free interest rate 2.59 % GSHD will recognize the total compensation expense of $5.2 million related to such option grants on a straight-line basis over the requisite service period of the award recipient ( three years for directors and four years for certain employees). In April 2018, GSHD adopted the Omnibus Incentive Plan, which reserved 1,500,000 shares of Class A Common Stock for delivery to directors, officers, and managing directors in connection with future awards granted under the plan. GSHD also adopted an Employee Stock Purchase Plan, which reserved 20,000 shares of Class A Common Stock for delivery to employees. There were no shares outstanding on either of these plans at June 30, 2018 . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has two reportable segments: Corporate Channel and Franchise Channel. The Corporate Channel consists of company-owned and financed operations with employees who are hired, trained, and managed by Goosehead. The Franchise Channel network consists of franchisee operations that are owned and managed by individual business owners. These business owners have a contractual relationship with Goosehead to use the Company's processes, systems, and back-office support team to sell insurance and manage their business. In exchange, Goosehead is entitled to an initial franchise fee and ongoing royalty fees. Allocations of contingent commissions and certain operating expenses are based on reasonable assumptions and estimates primarily using revenue, headcount and other information. The Company’s chief operating decision maker uses earnings before interest, income taxes, depreciation and amortization, adjusted to exclude equity-based compensation and other income (“Adjusted EBITDA”) as a performance measure to manage resources and make decisions about the business. Summarized financial information concerning the Company’s reportable segments is shown in the following table. There are no intersegment sales, only interest income and interest expense related to an intersegment line of credit, all of which eliminate in consolidation. The “Other” column includes any income and expenses not allocated to reportable segments and corporate-related items, including equity-based compensation, certain legal expenses and interest related to the note payable. Corporate Channel Franchise Channel Other Total Three months ended June 30, 2018: Revenues: Commissions and fees $ 8,525,189 $ 190,827 $ — $ 8,716,016 Franchise revenues — 5,969,392 — 5,969,392 Interest income — 102,304 — 102,304 Total 8,525,189 6,262,523 — 14,787,712 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 4,608,735 2,851,885 — 7,460,620 General and administrative expenses 1,793,893 1,112,789 119,013 3,025,695 Bad debts 217,487 88,478 — 305,965 Total 6,620,115 4,053,152 119,013 10,792,280 Adjusted EBITDA 1,905,074 2,209,371 (119,013 ) 3,995,432 Equity-based compensation — — (26,393,999 ) (26,393,999 ) Interest expense — — (972,158 ) (972,158 ) Depreciation and amortization (238,086 ) (112,462 ) — (350,548 ) Income tax expense — — (154,093 ) (154,093 ) Net (loss) income $ 1,666,988 $ 2,096,909 $ (27,639,263 ) $ (23,875,366 ) At June 30, 2018: Total Assets $ 12,823,537 $ 6,146,738 $ 13,044,846 $ 32,015,121 Corporate Channel Franchise Channel Other Total Three months ended June 30, 2017: Revenues: Commissions and fees $ 6,517,864 $ 336,368 $ — $ 6,854,232 Franchise revenues — 3,969,912 — 3,969,912 Interest income — 54,486 — 54,486 Total 6,517,864 4,360,766 — 10,878,630 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 3,266,789 2,124,013 — 5,390,802 General and administrative expenses 1,169,317 831,577 10,374 2,011,268 Bad debts 179,844 143,364 — 323,208 Total 4,615,950 3,098,954 10,374 7,725,278 Adjusted EBITDA 1,901,914 1,261,812 (10,374 ) 3,153,352 Other income (expense) — 3,540,932 — 3,540,932 Equity-based compensation — — (184,613 ) (184,613 ) Interest expense — — (527,038 ) (527,038 ) Depreciation and amortization (131,104 ) (27,073 ) — (158,177 ) Income tax expense — — — — Net (loss) income $ 1,770,810 $ 4,775,671 $ (722,025 ) $ 5,824,456 At June 30, 2017: Total Assets $ 3,801,297 $ 3,384,357 $ 7,123,896 $ 14,309,550 Corporate Channel Franchise Channel Other Total Six months ended June 30, 2018: Revenues: Commissions and fees $ 16,380,854 $ 1,930,738 $ — $ 18,311,592 Franchise revenues — 10,879,920 — 10,879,920 Interest income — 185,081 — 185,081 Total 16,380,854 12,995,739 — 29,376,593 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 8,653,323 5,642,722 — 14,296,045 General and administrative expenses 3,421,769 1,857,931 119,617 5,399,317 Bad debts 423,155 162,499 — 585,654 Total 12,498,247 7,663,152 119,617 20,281,016 Adjusted EBITDA 3,882,607 5,332,587 (119,617 ) 9,095,577 Equity-based compensation — — (26,393,999 ) (26,393,999 ) Interest expense — — (1,967,560 ) (1,967,560 ) Depreciation and amortization (474,268 ) (213,215 ) — (687,483 ) Income tax expense — — (154,093 ) (154,093 ) Net (loss) income $ 3,408,339 $ 5,119,372 $ (28,635,269 ) $ (20,107,558 ) At June 30, 2018: Total Assets $ 12,823,537 $ 6,146,738 $ 13,044,846 $ 32,015,121 Corporate Channel Franchise Channel Other Total Six months ended June 30, 2017: Revenues: Commissions and fees $ 12,066,969 $ 1,149,109 $ — $ 13,216,078 Franchise revenues — 7,451,028 — 7,451,028 Interest income — 102,473 — 102,473 Total 12,066,969 8,702,610 — 20,769,579 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 6,117,480 4,140,969 — 10,258,449 General and administrative expenses 2,293,889 1,525,720 25,258 3,844,867 Bad debts 291,233 283,857 — 575,090 Total 8,702,602 5,950,546 25,258 14,678,406 Adjusted EBITDA 3,364,367 2,752,064 (25,258 ) 6,091,173 Other income (expense) — 3,540,932 — 3,540,932 Equity-based compensation — — (184,613 ) (184,613 ) Interest expense — — (1,059,753 ) (1,059,753 ) Depreciation and amortization (245,341 ) (50,493 ) — (295,834 ) Income tax expense — — — — Net (loss) income $ 3,119,026 $ 6,242,503 $ (1,269,624 ) $ 8,091,905 At June 30, 2017: Total Assets $ 3,801,297 $ 3,384,357 $ 7,123,896 $ 14,309,550 |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | Litigation From time to time, GSHD may be involved in various legal proceedings, lawsuits and claims incidental to the conduct of the Company's business. The amount of any loss from the ultimate outcomes is not probable or reasonably estimable. It is the opinion of management that the resolution of outstanding claims will not have a material adverse effect on the financial position or results of operations of the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 3, 2018 , the Company refinanced its $3.0 million revolving credit facility and $50.0 million term note payable to a $13.0 million revolving credit facility and $40.0 million term note payable in order to obtain a more favorable interest rate on the outstanding debt. The Company has the right, subject to approval by the administrative agent and each issuing bank, to increase the commitments under the credit facilities an additional $50.0 million . The $13.0 million revolving credit facility accrues interest on amounts drawn at an initial interest rate of LIBOR plus 2.50% , then at an interest rate determined by the Company's leverage ratio for the preceding period. At August 3, 2018 , the Company had $10.0 million drawn against the revolver. At August 3, 2018 , the Company had a letter of credit of $500,000 applied against the maximum borrowing availability, thus amounts available to draw totaled $2,500,000 . The revolving credit facility is collateralized by substantially all the Company’s assets, which includes rights to future commissions. The $40.0 million term note is payable in quarterly installments of $500,000 the first twelve months, $750,000 the next twelve months, and $1,250,000 the last twelve months, with a balloon payment on August 3, 2021 , and the note is collateralized by substantially all of the Company’s assets, which includes rights to future commissions. Interest is calculated initially at LIBOR plus 2.50% , then at an interest rate based on the Company's leverage ratio for the preceding period. The interest rate for each leverage ratio tier are as follows: Leverage Ratio Interest Rate < 1.50x LIBOR + 175.0 bps > 1.50x LIBOR + 200.0 bps > 2.50x LIBOR + 225.0 bps > 3.50x LIBOR + 250.0 bps Maturities of note payable for the next four years are as follows: Amount As of August 3, 2018: 2018 $ 1,000,000 2019 2,500,000 2020 4,000,000 2021 32,500,000 $ 40,000,000 The loan origination fees will be reflected as a reduction to the note balance and will be amortized through interest expense over three years (the term of the note payable). The amortization of these loan origination fees is included in interest expense. As part of the refinancing, $871 thousand of prior capitalized loan origination fees will be recognized as interest expense in the third quarter of 2018. The Company’s note payable agreement contains certain restrictions and covenants. Under these restrictions, the Company is limited in the amount of debt incurred and distributions payable. In addition, the credit agreement contains certain change of control provisions that, if broken, would trigger a default. Finally, the Company must maintain certain financial ratios. As of August 3, 2018 , the Company was in compliance with these covenants. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Combination | In connection with the Offering, both Goosehead Management, LLC (“GM”) and Texas Wasatch Insurance Holdings Group LLC (“TWIHG”) became wholly owned indirect subsidiaries of GF. Both GM and TWIHG are non-operating holding companies created to receive management fees from the operating entities TWIS and GIA. All intercompany accounts and transactions have been eliminated in consolidation of GF. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all of the annual disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, in the opinion of management, these statements include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial position at June 30, 2018 , and the condensed consolidated results of operations, and cash flows for the periods ended June 30, 2018 and 2017 . The interim period condensed consolidated financial statements should be read in conjunction with the Consolidated and Combined Financial Statements that are included in the Final Prospectus. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates as more information becomes known. |
Capitalized IPO Related Costs | Capitalized IPO Related Costs In connection with the Offering, the Company incurred costs which were recorded in other assets on the condensed consolidated balance sheet. Upon completion of the Offering, these deferred costs were charged against the proceeds from the Offering with a corresponding reduction to additional paid-in capital. |
Income Taxes | Income Taxes Prior to the Offering, GF was treated as a partnership for U.S. federal and applicable state and local income tax purposes. As a partnership, GF's taxable income or loss was included in the taxable income of its members. Accordingly, no income tax expense was recorded for federal and state and local jurisdictions for periods prior to the Offering. In connection with the Offering completed on May 1, 2018 , the Company became a taxable entity. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Statement of Cash Flows (ASU 2016-18) : This standard requires that the Statement of Cash Flows explain the changes during the period of cash and cash equivalents inclusive of amounts categorized as Restricted Cash. As such, upon adoption, the Company’s consolidated statement of cash flows will show the sources and uses of cash that explain the movement in the balance of cash and cash equivalents, inclusive of restricted cash, over the period presented. As an emerging growth company (“EGC”), the standard will become effective for the Company January 1, 2019 . The Company is currently evaluating the impact this standard will have on the Company's consolidated financial statements. Statement of Cash Flows (ASU 2016-15) : This standard addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The standard will become effective for the Company on January 1, 2019 . The Company has evaluated the impact of ASU 2016-15 and has determined the impact to be immaterial. The Company does not, at this time, engage in the activities being addressed by the standard. Revenue from Contracts with Customers (ASU 2014-09) : This standard supersedes the existing revenue recognition guidance and provides a new framework for recognizing revenue. The core principle of the standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new standard also requires significantly more comprehensive disclosures than the existing standard. Guidance subsequent to ASU 2014-09 has been issued to clarify various provisions in the standard, including principal versus agent considerations, identifying performance obligations, licensing transactions, as well as various technical corrections and improvements. This standard may be adopted using either a retrospective or modified retrospective method. According to the superseding standard ASU 2015-14 that deferred the effective dates of the preceding, the standard will become effective for the Company January 1, 2019 . The Company is currently in the process of evaluating the impact this standard is expected to have on the consolidated financial statements and expects to adopt the modified retrospective method. The Company expects a material change in the timing of when Contingent Commissions and Initial Franchise Fees are recorded as revenue. As the Company continues the evaluation during 2018 , specifically as it relates to revenue recognition (commissions, contingent commissions, and franchise fees, among others), cost deferrals, and systems and processes, the Company will further clarify the expected material impact of the adoption of the standard when it becomes known. Leases (ASU 2016-02) : This standard establishes a new lease accounting model, which introduces the recognition of lease assets and liabilities for those leases classified as operating leases under previous GAAP. It should be applied using a modified retrospective approach, with the option to elect various practical expedients. Early adoption is permitted. The standard will become effective for the Company January 1, 2020 . The Company is currently evaluating the impact this standard will have on the Company's consolidated financial statements. |
Framework for Measuring Fair Value | The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows: • Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. • Level 2—Significant other observable inputs other than Level 1 prices such as quoted prices in markets that are not active, quoted prices for similar assets or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset. • Level 3—Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. |
Franchise Fees Receivable (Tabl
Franchise Fees Receivable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Franchise Fees Receivable | The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following at June 30, 2018 and December 31, 2017 : June 30 December 31 2018 2017 Franchise fees receivable $ 3,494,516 $ 2,501,000 Less: Unamortized discount (1,226,136 ) (823,391 ) Less: Allowance for uncollectible franchise fees (453,730 ) (335,522 ) Total franchise fees receivable $ 1,814,650 $ 1,342,087 Activity in the allowance for uncollectible agency fees was as follows: Balance at December 31, 2016 $ 166,681 Charges to bad debts 291,233 Write offs (275,850 ) Balance at June 30, 2017 $ 182,064 Balance at December 31, 2017 $ 182,509 Charges to bad debts 423,155 Write offs (382,192 ) Balance at June 30, 2018 $ 223,472 |
Schedule of Allowance For Uncollectible Franchise Fees | Activity in the allowance for uncollectible franchise fees was as follows: Balance at December 31, 2016 $ 193,204 Charges to bad debts 143,364 Write offs (34,650 ) Balance at June 30, 2017 $ 301,918 Balance at December 31, 2017 $ 335,522 Charges to bad debts 162,499 Write offs (44,291 ) Balance at June 30, 2018 $ 453,730 |
Allowance for Uncollectible A23
Allowance for Uncollectible Agency Fees (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Allowance for Uncollectible Agency Fees | The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following at June 30, 2018 and December 31, 2017 : June 30 December 31 2018 2017 Franchise fees receivable $ 3,494,516 $ 2,501,000 Less: Unamortized discount (1,226,136 ) (823,391 ) Less: Allowance for uncollectible franchise fees (453,730 ) (335,522 ) Total franchise fees receivable $ 1,814,650 $ 1,342,087 Activity in the allowance for uncollectible agency fees was as follows: Balance at December 31, 2016 $ 166,681 Charges to bad debts 291,233 Write offs (275,850 ) Balance at June 30, 2017 $ 182,064 Balance at December 31, 2017 $ 182,509 Charges to bad debts 423,155 Write offs (382,192 ) Balance at June 30, 2018 $ 223,472 |
Note Payable (Tables)
Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Note Payable | Maturities of note payable for the next five years are as follows: Amount As of June 30, 2018: 2018 $ 250,000 2019 500,000 2020 500,000 2021 500,000 2022 47,625,000 $ 49,375,000 Maturities of note payable for the next four years are as follows: Amount As of August 3, 2018: 2018 $ 1,000,000 2019 2,500,000 2020 4,000,000 2021 32,500,000 $ 40,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | The following is a schedule of future minimum lease payments as of June 30, 2018 : Amount 2018 $ 679,704 2019 1,317,199 2020 1,780,670 2021 1,854,344 2022 1,699,678 2023-2029 8,356,742 $ 15,688,337 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense | A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 (Loss) Income before taxes $ (23,721,273 ) $ 5,824,456 $ (19,953,465 ) $ 8,091,905 Less: income prior to the Reorganization Transactions (621,127 ) (5,824,456 ) (4,388,937 ) (8,091,905 ) Less: income attributable to non-controlling interests 15,262,112 — 15,262,114 — (Loss) Income attributable to Goosehead Insurance, Inc. before taxes $ (9,080,288 ) $ — $ (9,080,288 ) $ — Income taxes at U.S. federal statutory rate (1,908,381 ) — (1,908,381 ) — State and local income taxes, net of federal benefit 11,608 — 11,608 — Permanent differences 2,050,866 — 2,050,866 — Income tax expense $ 154,093 $ — $ 154,093 $ — |
Schedule of Income before Income Taxes | A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 (Loss) Income before taxes $ (23,721,273 ) $ 5,824,456 $ (19,953,465 ) $ 8,091,905 Less: income prior to the Reorganization Transactions (621,127 ) (5,824,456 ) (4,388,937 ) (8,091,905 ) Less: income attributable to non-controlling interests 15,262,112 — 15,262,114 — (Loss) Income attributable to Goosehead Insurance, Inc. before taxes $ (9,080,288 ) $ — $ (9,080,288 ) $ — Income taxes at U.S. federal statutory rate (1,908,381 ) — (1,908,381 ) — State and local income taxes, net of federal benefit 11,608 — 11,608 — Permanent differences 2,050,866 — 2,050,866 — Income tax expense $ 154,093 $ — $ 154,093 $ — |
Schedule of Components of Income Tax Expense | A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows: Three months ended Six months ended June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017 (Loss) Income before taxes $ (23,721,273 ) $ 5,824,456 $ (19,953,465 ) $ 8,091,905 Less: income prior to the Reorganization Transactions (621,127 ) (5,824,456 ) (4,388,937 ) (8,091,905 ) Less: income attributable to non-controlling interests 15,262,112 — 15,262,114 — (Loss) Income attributable to Goosehead Insurance, Inc. before taxes $ (9,080,288 ) $ — $ (9,080,288 ) $ — Income taxes at U.S. federal statutory rate (1,908,381 ) — (1,908,381 ) — State and local income taxes, net of federal benefit 11,608 — 11,608 — Permanent differences 2,050,866 — 2,050,866 — Income tax expense $ 154,093 $ — $ 154,093 $ — |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: June 30, 2018 December 31, 2017 Investment in partnership (90,532 ) — Net deferred tax asset (liability) $ (90,532 ) $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Summary of Pro Forma Ownership Interest | The following table summarizes the ownership interest in GF as of June 30, 2018 . June 30, 2018 LLC Units Ownership % Number of LLC Units held by Goosehead Insurance, Inc. 13,533,267 37.3% Number of LLC Units held by non-controlling interest holders 22,746,667 62.7% Number of LLC Units outstanding 36,279,934 100.0% |
Schedule of Calculation of EPS and Pro Forma EPS | The following table sets forth the calculation of basic earnings per share ("EPS") based on net income attributable to GSHD for the three and six months ended June 30, 2018 , divided by the basic weighted average number of Class A common stock as of June 30, 2018 . Diluted earnings per share of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. We have not included the effects of conversion of Class B shares to Class A shares in the diluted EPS calculation using the "if-converted" method, because doing so has no impact on diluted EPS. Three Months Ended Six Months Ended June 30, 2018 June 30, 2018 Numerator: Net loss before taxes $ (23,721,273 ) $ (19,953,465 ) Less: net loss attributable to non-controlling interests (14,640,985 ) (10,873,177 ) Loss before taxes attributable to Goosehead Insurance, Inc. (9,080,288 ) (9,080,288 ) Less: income tax expense 154,093 154,093 Net loss attributable to Goosehead Insurance, Inc. (1) $ (9,234,381 ) $ (9,234,381 ) Denominator: Weighted average shares of Class A common stock outstanding 13,533,267 13,533,267 Effect of dilutive securities: Stock options (2) — — Weighted average shares of Class A common stock outstanding - diluted 13,533,267 13,533,267 Earnings per share of Class A common stock - basic $ (0.68 ) $ (0.68 ) Earnings per share of Class A common stock - diluted $ (0.68 ) $ (0.68 ) (1) Net income attributable to Goosehead Insurance, Inc. excludes all net income prior to the Offering. (2) 1,649,866 stock options were excluded from the computation of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive, as we recorded a net loss for the three and six months ended June 30, 2018 . The following table sets forth the calculation of pro forma basic EPS based on pro forma net income attributable to GSHD for the three and six months ended June 30, 2017 , divided by the pro forma basic weighted average number of Class A common stock as of June 30, 2017 . Pro forma diluted earnings per share of Class A common stock is computed by dividing pro forma net income attributable to GSHD by the pro forma weighted average number of shares of Class A common stock outstanding adjusted to give effect to pro forma potentially dilutive securities. Three Months Ended Six Months Ended June 30, 2017 June 30, 2017 Numerator: Net income $ 5,824,456 $ 8,091,905 Less: pro forma net income attributable to non-controlling interests 3,651,797 5,073,434 Pro forma income before taxes attributable to Goosehead Insurance, Inc. 2,172,659 3,018,471 Less: pro forma income tax expense 519,266 721,415 Pro forma net income attributable to Goosehead Insurance, Inc. $ 1,653,393 $ 2,297,056 Denominator: Pro forma weighted average shares of Class A common stock outstanding - basic 13,533,267 13,533,267 Pro forma effect of dilutive securities: Pro forma stock options 796,026 796,026 Pro forma weighted average shares of Class A common stock outstanding - diluted 14,329,293 14,329,293 Pro forma earnings per share of Class A common stock - basic $ 0.12 $ 0.17 Pro forma earnings per share of Class A common stock - diluted $ 0.12 $ 0.16 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Equity-Based Compensation Expense | A summary of equity-based compensation expense during the three and six months ended June 30, 2018 and June 30, 2017 is as follows: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Class B unit compensation $ 26,134,272 $ 184,613 $ 26,134,272 $ 184,613 Stock options 259,727 — 259,727 — Equity-based compensation expense $ 26,393,999 $ 184,613 $ 26,393,999 $ 184,613 |
Schedule of Stock Options Valuation Assumptions | The grant date fair value was determined using the Black-Scholes valuation model using the following assumptions: Expected volatility 25 % Expected dividend yield — % Expected term (in years) 5.95 Risk-free interest rate 2.59 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Corporate Channel Franchise Channel Other Total Three months ended June 30, 2018: Revenues: Commissions and fees $ 8,525,189 $ 190,827 $ — $ 8,716,016 Franchise revenues — 5,969,392 — 5,969,392 Interest income — 102,304 — 102,304 Total 8,525,189 6,262,523 — 14,787,712 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 4,608,735 2,851,885 — 7,460,620 General and administrative expenses 1,793,893 1,112,789 119,013 3,025,695 Bad debts 217,487 88,478 — 305,965 Total 6,620,115 4,053,152 119,013 10,792,280 Adjusted EBITDA 1,905,074 2,209,371 (119,013 ) 3,995,432 Equity-based compensation — — (26,393,999 ) (26,393,999 ) Interest expense — — (972,158 ) (972,158 ) Depreciation and amortization (238,086 ) (112,462 ) — (350,548 ) Income tax expense — — (154,093 ) (154,093 ) Net (loss) income $ 1,666,988 $ 2,096,909 $ (27,639,263 ) $ (23,875,366 ) At June 30, 2018: Total Assets $ 12,823,537 $ 6,146,738 $ 13,044,846 $ 32,015,121 Corporate Channel Franchise Channel Other Total Three months ended June 30, 2017: Revenues: Commissions and fees $ 6,517,864 $ 336,368 $ — $ 6,854,232 Franchise revenues — 3,969,912 — 3,969,912 Interest income — 54,486 — 54,486 Total 6,517,864 4,360,766 — 10,878,630 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 3,266,789 2,124,013 — 5,390,802 General and administrative expenses 1,169,317 831,577 10,374 2,011,268 Bad debts 179,844 143,364 — 323,208 Total 4,615,950 3,098,954 10,374 7,725,278 Adjusted EBITDA 1,901,914 1,261,812 (10,374 ) 3,153,352 Other income (expense) — 3,540,932 — 3,540,932 Equity-based compensation — — (184,613 ) (184,613 ) Interest expense — — (527,038 ) (527,038 ) Depreciation and amortization (131,104 ) (27,073 ) — (158,177 ) Income tax expense — — — — Net (loss) income $ 1,770,810 $ 4,775,671 $ (722,025 ) $ 5,824,456 At June 30, 2017: Total Assets $ 3,801,297 $ 3,384,357 $ 7,123,896 $ 14,309,550 Corporate Channel Franchise Channel Other Total Six months ended June 30, 2018: Revenues: Commissions and fees $ 16,380,854 $ 1,930,738 $ — $ 18,311,592 Franchise revenues — 10,879,920 — 10,879,920 Interest income — 185,081 — 185,081 Total 16,380,854 12,995,739 — 29,376,593 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 8,653,323 5,642,722 — 14,296,045 General and administrative expenses 3,421,769 1,857,931 119,617 5,399,317 Bad debts 423,155 162,499 — 585,654 Total 12,498,247 7,663,152 119,617 20,281,016 Adjusted EBITDA 3,882,607 5,332,587 (119,617 ) 9,095,577 Equity-based compensation — — (26,393,999 ) (26,393,999 ) Interest expense — — (1,967,560 ) (1,967,560 ) Depreciation and amortization (474,268 ) (213,215 ) — (687,483 ) Income tax expense — — (154,093 ) (154,093 ) Net (loss) income $ 3,408,339 $ 5,119,372 $ (28,635,269 ) $ (20,107,558 ) At June 30, 2018: Total Assets $ 12,823,537 $ 6,146,738 $ 13,044,846 $ 32,015,121 Corporate Channel Franchise Channel Other Total Six months ended June 30, 2017: Revenues: Commissions and fees $ 12,066,969 $ 1,149,109 $ — $ 13,216,078 Franchise revenues — 7,451,028 — 7,451,028 Interest income — 102,473 — 102,473 Total 12,066,969 8,702,610 — 20,769,579 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 6,117,480 4,140,969 — 10,258,449 General and administrative expenses 2,293,889 1,525,720 25,258 3,844,867 Bad debts 291,233 283,857 — 575,090 Total 8,702,602 5,950,546 25,258 14,678,406 Adjusted EBITDA 3,364,367 2,752,064 (25,258 ) 6,091,173 Other income (expense) — 3,540,932 — 3,540,932 Equity-based compensation — — (184,613 ) (184,613 ) Interest expense — — (1,059,753 ) (1,059,753 ) Depreciation and amortization (245,341 ) (50,493 ) — (295,834 ) Income tax expense — — — — Net (loss) income $ 3,119,026 $ 6,242,503 $ (1,269,624 ) $ 8,091,905 At June 30, 2017: Total Assets $ 3,801,297 $ 3,384,357 $ 7,123,896 $ 14,309,550 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Schedule of Interest Rate Dependent of Leverage Ratio | The interest rate for each leverage ratio tier are as follows: Leverage Ratio Interest Rate < 1.50x LIBOR + 175.0 bps > 1.50x LIBOR + 200.0 bps > 2.50x LIBOR + 225.0 bps > 3.50x LIBOR + 250.0 bps |
Schedule of Maturities of Note Payable | Maturities of note payable for the next five years are as follows: Amount As of June 30, 2018: 2018 $ 250,000 2019 500,000 2020 500,000 2021 500,000 2022 47,625,000 $ 49,375,000 Maturities of note payable for the next four years are as follows: Amount As of August 3, 2018: 2018 $ 1,000,000 2019 2,500,000 2020 4,000,000 2021 32,500,000 $ 40,000,000 |
Organization - Narrative (Detai
Organization - Narrative (Details) $ / shares in Units, $ in Millions | May 02, 2018 | May 01, 2018USD ($)voteclass$ / sharesshares | Jun. 30, 2018votelocationfranchise | Jun. 30, 2017locationfranchise | Jun. 30, 2018votelocationfranchise |
Subsidiary, Sale of Stock [Line Items] | |||||
Corporate-owned locations | location | 7 | 4 | 7 | ||
Franchise locations sold | franchise | 55 | 34 | |||
Operating franchise locations | franchise | 385 | 244 | 385 | ||
Franchises purchased | franchise | 0 | 0 | |||
Number of classes | class | 2 | ||||
Vote per share | vote | 1 | ||||
Conversion ratio | 1 | ||||
Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Vote per share | vote | 1 | 1 | |||
Class B Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Vote per share | vote | 1 | 1 | |||
Initial Public Offering | Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | 9,809,500 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Over-Allotment Option | Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | 1,279,500 | ||||
Goosehead Insurance, Inc. | Goosehead Financial, LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership interest | 37.30% | ||||
Pre-IPO LLC Members | Goosehead Financial, LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership interest | 62.70% | ||||
Goosehead Insurance Holding, LLC | Texas Wasatch Insurance Services, L.P. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership interest | 99.60% | ||||
Goosehead Insurance Holding, LLC | Goosehead Insurance Agency, LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership interest | 100.00% | ||||
Goosehead Management, LLC And Texas Wasatch Insurance Holdings Group LLC | Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | 3,723,767 | ||||
Pre-IPO LLC Members | Class B Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | 22,746,667 | ||||
Goosehead Management Note and Texas Wasatch Note | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Principal amount of debt | $ | $ 114 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
IPO related costs included in other assets | $ 0 | $ 170 |
Franchise Fees Receivable - Bal
Franchise Fees Receivable - Balance of Franchise Fees Receivable (Details) - Franchise Fees Receivable - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Franchise fees receivable | $ 3,494,516 | $ 2,501,000 | ||
Less: Unamortized discount | (1,226,136) | (823,391) | ||
Less: Allowance for uncollectible franchise fees | (453,730) | (335,522) | $ (301,918) | $ (193,204) |
Total franchise fees receivable | $ 1,814,650 | $ 1,342,087 |
Franchise Fees Receivable - Rol
Franchise Fees Receivable - Roll-Forward of Allowance (Details) - Franchise Fees Receivable - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | $ 335,522 | $ 193,204 |
Charges to bad debts | 162,499 | 143,364 |
Write offs | (44,291) | (34,650) |
Ending balance | $ 453,730 | $ 301,918 |
Allowance for Uncollectible A35
Allowance for Uncollectible Agency Fees - Roll-Forward of Allowance (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Bad debt expense | $ 305,965 | $ 323,208 | $ 585,654 | $ 575,090 |
Agency Fees | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | 182,509 | 166,681 | ||
Bad debt expense | 423,155 | 291,233 | ||
Write offs | (382,192) | (275,850) | ||
Ending balance | $ 223,472 | $ 182,064 | $ 223,472 | $ 182,064 |
Note Payable - Narrative (Detai
Note Payable - Narrative (Details) - USD ($) | Oct. 27, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||
Note payable outstanding | $ 49,375,000 | $ 49,375,000 | ||||
Long-term debt, current | $ 500,000 | 500,000 | $ 500,000 | |||
Loan origination fees | $ 98,600 | $ 66,000 | ||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Note payable | $ 50,000,000 | |||||
Installment payment | 125,000 | |||||
Balloon payment | $ 47,250,000 | |||||
Effective interest rate | 7.59% | 7.59% | 6.45% | |||
Note payable outstanding | $ 49,375,000 | $ 49,375,000 | $ 49,625,000 | |||
Long-term debt, current | 500,000 | 500,000 | 500,000 | |||
Unamortized capitalized loan origination fees | 870,967 | 870,967 | 969,567 | |||
Loan origination fees | 49,300 | $ 33,000 | 98,600 | 66,000 | ||
Secured Debt | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 5.50% | |||||
Revolving Credit Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing availability | $ 3,000,000 | |||||
Remaining borrowing availability | 2,500,000 | 2,500,000 | 2,500,000 | |||
Interest paid | 0 | $ 0 | ||||
Revolving Credit Facility | Line of Credit | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 5.50% | |||||
Goosehead Financial, LLC | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit | $ 500,000 | |||||
Goosehead Financial, LLC | Letter of Credit | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.50% | |||||
Goosehead Insurance, Inc. | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Letter of credit | $ 500,000 | $ 500,000 | ||||
Goosehead Insurance, Inc. | Letter of Credit | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 5.50% | 5.50% |
Note Payable - Schedule of Matu
Note Payable - Schedule of Maturities of Note Payable (Details) | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 250,000 |
2,019 | 500,000 |
2,020 | 500,000 |
2,021 | 500,000 |
2,022 | 47,625,000 |
Note payable outstanding | $ 49,375,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Jun. 30, 2018USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,018 | $ 679,704 |
2,019 | 1,317,199 |
2,020 | 1,780,670 |
2,021 | 1,854,344 |
2,022 | 1,699,678 |
2023-2029 | 8,356,742 |
Future minimum payments | $ 15,688,337 |
Income Taxes (Details)
Income Taxes (Details) | Jun. 30, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Uncertain tax positions | $ 0 |
Income Taxes Schedule of Reconc
Income Taxes Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | May 01, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||||
(Loss) Income before taxes | $ (23,721,273) | $ 5,824,456 | $ (19,953,465) | $ 8,091,905 | ||
Less: income prior to the Reorganization Transactions | (621,127) | (5,824,456) | (4,388,937) | (8,091,905) | ||
Less: net loss attributable to non-controlling interests | 15,262,112 | 0 | 15,262,114 | 0 | ||
(Loss) Income attributable to Goosehead Insurance, Inc. before taxes | (9,080,288) | 0 | (9,080,288) | 0 | ||
Net (loss) income | $ 1,516,025 | (9,234,381) | 0 | $ 4,388,937 | (9,234,381) | 0 |
Income taxes at U.S. federal statutory rate | (1,908,381) | 0 | (1,908,381) | 0 | ||
State and local income taxes, net of federal benefit | 11,608 | 0 | 11,608 | 0 | ||
Permanent differences | 2,050,866 | 0 | 2,050,866 | 0 | ||
Income tax expense | $ 154,093 | $ 0 | $ 154,093 | $ 0 |
Income Taxes Schedule of Deferr
Income Taxes Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Investment in partnership | $ (90,532) | $ 0 |
Net deferred tax asset (liability) | $ (90,532) | $ 0 |
Other Income - Narrative (Detai
Other Income - Narrative (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2017USD ($) | |
Other Income and Expenses [Abstract] | |
Gain on transaction | $ 3.5 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | May 01, 2018vote | Jun. 30, 2018voteshares | Dec. 31, 2017shares | Jun. 30, 2017 |
Class of Stock [Line Items] | ||||
Vote per share | 1 | |||
Ownership interest held by non-controlling interest holders | 62.70% | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock shares outstanding (in shares) | shares | 13,533,267 | 0 | ||
Vote per share | 1 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock shares outstanding (in shares) | shares | 22,746,667 | 0 | ||
Vote per share | 1 | |||
LLC Units | ||||
Class of Stock [Line Items] | ||||
Conversion ratio | 1 | |||
Pro Forma | ||||
Class of Stock [Line Items] | ||||
Ownership interest held by non-controlling interest holders | 62.70% |
Stockholders' Equity - Pro Form
Stockholders' Equity - Pro Forma Ownership Interest (Details) | Jun. 30, 2018shares |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Pro forma number of LLC Units outstanding (in shares) | 36,279,934 |
Ownership interest held by Goosehead Insurance, Inc. | 37.30% |
Ownership interest held by non-controlling interest holders | 62.70% |
Ownership interest | 100.00% |
Parent | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Pro forma number of LLC Units outstanding (in shares) | 13,533,267 |
Noncontrolling Interest | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Pro forma number of LLC Units outstanding (in shares) | 22,746,667 |
Stockholders' Equity - Pro Fo45
Stockholders' Equity - Pro Forma Basic EPS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Pro forma earnings per share: | ||||
(Loss) Income before taxes | $ (23,721,273) | $ 5,824,456 | $ (19,953,465) | $ 8,091,905 |
Less: net loss attributable to non-controlling interests | (14,640,985) | (10,873,177) | ||
Loss before taxes attributable to Goosehead Insurance, Inc. | (9,080,288) | (9,080,288) | ||
Less: income tax expense | 154,093 | $ 0 | 154,093 | $ 0 |
Net loss attributable to Goosehead Insurance, Inc. | $ (9,234,381) | $ (9,234,381) | ||
Weighted average shares of Class A common stock outstanding (in shares) | 13,533,267 | 13,533,267 | ||
Pro forma weighted average shares of Class A common stock outstanding - basic (in shares) | 13,533,267 | 13,533,267 | ||
Effect of dilutive securities (in shares) | 0 | 0 | ||
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 13,533,267 | 13,533,267 | ||
Pro forma weighted average shares of Class A common stock outstanding - diluted (in shares) | 14,329,293 | 14,329,293 | ||
Earnings per share of Class A common stock - basic (in dollars per share) | $ (0.68) | $ (0.68) | $ (0.68) | |
Pro forma earnings per share of Class A common stock - basic (in dollars per share) | 0.12 | $ 0.17 | ||
Earnings per share of Class A common stock - diluted (in dollars per share) | $ (0.68) | $ (0.68) | ||
Pro forma earnings per share of Class A common stock - diluted (in dollars per share) | $ 0.12 | $ 0.16 | ||
Pro Forma | ||||
Pro forma earnings per share: | ||||
Less: net loss attributable to non-controlling interests | $ 3,651,797 | $ 5,073,434 | ||
Loss before taxes attributable to Goosehead Insurance, Inc. | 2,172,659 | 3,018,471 | ||
Less: income tax expense | 519,266 | 721,415 | ||
Net loss attributable to Goosehead Insurance, Inc. | $ 1,653,393 | $ 2,297,056 | ||
Effect of dilutive securities (in shares) | 796,026 | 796,026 | ||
Employee Stock Option | ||||
Pro forma earnings per share: | ||||
Antidilutive securities excluded (in shares) | 1,649,866 | 1,649,866 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | May 01, 2018$ / sharesshares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Apr. 30, 2018shares |
Class B Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Dividends | $ | $ 122 | $ 185 | $ 122 | $ 185 | ||
LLC Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Conversion ratio | 1 | |||||
LLC Units And Common Class B | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 1,978,058 | |||||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 1,649,866 | |||||
Grant price (in dollars per share) | $ / shares | $ 10 | |||||
Compensation cost | $ | $ 5,200 | $ 5,200 | ||||
Employee stock purchase plan | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant (in shares) | 20,000 | |||||
Omnibus Incentive Plan | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for grant (in shares) | 1,500,000 | |||||
Director | Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 364,866 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Period for recognition | 3 years | |||||
Employee | Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 1,285,000 | |||||
Period for recognition | 4 years | |||||
Initial Public Offering | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price (in dollars per share) | $ / shares | $ 10 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Equity-Based Compensation Expense (Details) - USD ($) | May 01, 2018 | Apr. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 26,393,999 | $ 184,613 | $ 26,393,999 | $ 184,613 | ||
Class B Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 19,800,000 | $ 6,200,000 | 26,134,272 | 184,613 | 26,134,272 | 184,613 |
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 259,727 | $ 0 | $ 259,727 | $ 0 |
Equity-Based Compensation - S48
Equity-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) - Employee Stock Option | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 25.00% |
Expected dividend yield | $ 0 |
Expected term (in years) | 5 years 11 months 12 days |
Risk-free interest rate | 2.59% |
Segment Information - Schedule
Segment Information - Schedule of Segment Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)segment | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting [Abstract] | |||||
Number of reportable segments | segment | 2 | ||||
Revenues: | |||||
Revenues | $ 14,787,712 | $ 10,878,630 | $ 29,376,593 | $ 20,769,579 | |
Operating Expenses: | |||||
Employee compensation and benefits, excluding equity-based compensation | 7,460,620 | 5,390,802 | 14,296,045 | 10,258,449 | |
General and administrative expenses | 3,025,695 | 2,011,268 | 5,399,317 | 3,844,867 | |
Bad debts | 305,965 | 323,208 | 585,654 | 575,090 | |
Total operating expenses | 10,792,280 | 7,725,278 | 20,281,016 | 14,678,406 | |
Adjusted EBITDA | 3,995,432 | 3,153,352 | 9,095,577 | 6,091,173 | |
Other income (expense) | 3,540,932 | 3,540,932 | |||
Equity-based compensation | (26,393,999) | (184,613) | (26,393,999) | (184,613) | |
Interest expense | (972,158) | (527,038) | (1,967,560) | (1,059,753) | |
Depreciation and amortization | (350,548) | (158,177) | (687,483) | (295,834) | |
Income tax expense | (154,093) | 0 | (154,093) | 0 | |
Net (Loss) Income | (23,875,366) | 5,824,456 | (20,107,558) | 8,091,905 | |
Total Assets | 32,015,121 | 14,309,550 | 32,015,121 | 14,309,550 | $ 16,706,669 |
Operating Segments | Corporate Channel | |||||
Revenues: | |||||
Revenues | 8,525,189 | 6,517,864 | 16,380,854 | 12,066,969 | |
Operating Expenses: | |||||
Employee compensation and benefits, excluding equity-based compensation | 4,608,735 | 3,266,789 | 8,653,323 | 6,117,480 | |
General and administrative expenses | 1,793,893 | 1,169,317 | 3,421,769 | 2,293,889 | |
Bad debts | 217,487 | 179,844 | 423,155 | 291,233 | |
Total operating expenses | 6,620,115 | 4,615,950 | 12,498,247 | 8,702,602 | |
Adjusted EBITDA | 1,905,074 | 1,901,914 | 3,882,607 | 3,364,367 | |
Other income (expense) | 0 | 0 | |||
Equity-based compensation | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Depreciation and amortization | (238,086) | (131,104) | (474,268) | (245,341) | |
Income tax expense | 0 | 0 | 0 | 0 | |
Net (Loss) Income | 1,666,988 | 1,770,810 | 3,408,339 | 3,119,026 | |
Total Assets | 12,823,537 | 3,801,297 | 12,823,537 | 3,801,297 | |
Operating Segments | Franchise Channel | |||||
Revenues: | |||||
Revenues | 6,262,523 | 4,360,766 | 12,995,739 | 8,702,610 | |
Operating Expenses: | |||||
Employee compensation and benefits, excluding equity-based compensation | 2,851,885 | 2,124,013 | 5,642,722 | 4,140,969 | |
General and administrative expenses | 1,112,789 | 831,577 | 1,857,931 | 1,525,720 | |
Bad debts | 88,478 | 143,364 | 162,499 | 283,857 | |
Total operating expenses | 4,053,152 | 3,098,954 | 7,663,152 | 5,950,546 | |
Adjusted EBITDA | 2,209,371 | 1,261,812 | 5,332,587 | 2,752,064 | |
Other income (expense) | 3,540,932 | 3,540,932 | |||
Equity-based compensation | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Depreciation and amortization | (112,462) | (27,073) | (213,215) | (50,493) | |
Income tax expense | 0 | 0 | 0 | 0 | |
Net (Loss) Income | 2,096,909 | 4,775,671 | 5,119,372 | 6,242,503 | |
Total Assets | 6,146,738 | 3,384,357 | 6,146,738 | 3,384,357 | |
Other | |||||
Revenues: | |||||
Revenues | 0 | 0 | 0 | 0 | |
Operating Expenses: | |||||
Employee compensation and benefits, excluding equity-based compensation | 0 | 0 | 0 | 0 | |
General and administrative expenses | 119,013 | 10,374 | 119,617 | 25,258 | |
Bad debts | 0 | 0 | 0 | 0 | |
Total operating expenses | 119,013 | 10,374 | 119,617 | 25,258 | |
Adjusted EBITDA | (119,013) | (10,374) | (119,617) | (25,258) | |
Other income (expense) | 0 | 0 | |||
Equity-based compensation | (26,393,999) | (184,613) | (26,393,999) | (184,613) | |
Interest expense | (972,158) | (527,038) | (1,967,560) | (1,059,753) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Income tax expense | (154,093) | 0 | (154,093) | 0 | |
Net (Loss) Income | (27,639,263) | (722,025) | (28,635,269) | (1,269,624) | |
Total Assets | 13,044,846 | 7,123,896 | 13,044,846 | 7,123,896 | |
Commissions and agency fees | |||||
Revenues: | |||||
Revenues | 8,716,016 | 6,854,232 | 18,311,592 | 13,216,078 | |
Operating Expenses: | |||||
Total Assets | 14,309,550 | 14,309,550 | |||
Commissions and agency fees | Operating Segments | Corporate Channel | |||||
Revenues: | |||||
Revenues | 8,525,189 | 6,517,864 | 16,380,854 | 12,066,969 | |
Operating Expenses: | |||||
Total Assets | 3,801,297 | 3,801,297 | |||
Commissions and agency fees | Operating Segments | Franchise Channel | |||||
Revenues: | |||||
Revenues | 190,827 | 336,368 | 1,930,738 | 1,149,109 | |
Operating Expenses: | |||||
Total Assets | 3,384,357 | 3,384,357 | |||
Commissions and agency fees | Other | |||||
Revenues: | |||||
Revenues | 0 | 0 | 0 | 0 | |
Operating Expenses: | |||||
Total Assets | 7,123,896 | 7,123,896 | |||
Franchise revenues | |||||
Revenues: | |||||
Revenues | 5,969,392 | 3,969,912 | 10,879,920 | 7,451,028 | |
Franchise revenues | Operating Segments | Corporate Channel | |||||
Revenues: | |||||
Revenues | 0 | 0 | 0 | 0 | |
Franchise revenues | Operating Segments | Franchise Channel | |||||
Revenues: | |||||
Revenues | 5,969,392 | 3,969,912 | 10,879,920 | 7,451,028 | |
Franchise revenues | Other | |||||
Revenues: | |||||
Revenues | 0 | 0 | 0 | 0 | |
Interest income | |||||
Revenues: | |||||
Revenues | 102,304 | 54,486 | 185,081 | 102,473 | |
Interest income | Operating Segments | Corporate Channel | |||||
Revenues: | |||||
Revenues | 0 | 0 | 0 | 0 | |
Interest income | Operating Segments | Franchise Channel | |||||
Revenues: | |||||
Revenues | 102,304 | 54,486 | 185,081 | 102,473 | |
Interest income | Other | |||||
Revenues: | |||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | Aug. 03, 2018USD ($) | Oct. 27, 2016USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
2,018 | $ 250,000 | ||||
2,019 | 500,000 | ||||
2,020 | 500,000 | ||||
2,021 | 500,000 | ||||
Note payable outstanding | 49,375,000 | ||||
Subsequent Event | |||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
2,018 | $ 1,000,000 | ||||
2,019 | 2,500,000 | ||||
2,020 | 4,000,000 | ||||
2,021 | 32,500,000 | ||||
Line of Credit | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Letter of credit | 2,500,000 | ||||
Secured Debt | |||||
Subsequent Event [Line Items] | |||||
Note payable | $ 50,000,000 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Note payable outstanding | 49,375,000 | $ 49,625,000 | |||
Secured Debt | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Note payable | 40,000,000 | ||||
Quarterly payments, first twelve months | 500,000 | ||||
Quarterly payments, next twelve months | 750,000 | ||||
Quarterly payments, last twelve months | 1,250,000 | ||||
Long-term Debt, Fiscal Year Maturity [Abstract] | |||||
Note payable outstanding | 40,000,000 | ||||
Revolving Credit Facility | Line of Credit | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing availability | $ 3,000,000 | ||||
Remaining borrowing availability | $ 2,500,000 | $ 2,500,000 | |||
Revolving Credit Facility | Line of Credit | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Maximum borrowing availability | 13,000,000 | ||||
Additional commitments | 50,000,000 | ||||
Revolver balance | 10,000,000 | ||||
Remaining borrowing availability | $ 500,000 | ||||
LIBOR | Secured Debt | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 5.50% | ||||
LIBOR | Secured Debt | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
LIBOR | Revolving Credit Facility | Line of Credit | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 5.50% | ||||
LIBOR | Revolving Credit Facility | Line of Credit | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Less than 1.50 | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Leverage ratio | 1.50 | ||||
Less than 1.50 | LIBOR | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 1.75% | ||||
Greater than 1.50 | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Leverage ratio | 1.50 | ||||
Greater than 1.50 | LIBOR | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Greater than 2.50 | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Leverage ratio | 2.50 | ||||
Greater than 2.50 | LIBOR | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 2.25% | ||||
Greater than 3.50 | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Leverage ratio | 3.50 | ||||
Greater than 3.50 | LIBOR | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Forecast | Secured Debt | |||||
Subsequent Event [Line Items] | |||||
Write off of loan origination fees | $ 871,000 |