Stockholders' Equity | Stockholders' Equity Class A Common Stock GSHD has a total of 15,173 thousand shares of its Class A common stock outstanding at September 30, 2019. 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 21,115 thousand shares of its Class B common stock outstanding at September 30, 2019. 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. On a quarterly basis, GF makes distributions to the LLC Unit holders on a pro rata basis to facilitate the LLC Unit holder's quarterly tax payments. For the three and nine months ended September 30, 2019, GF made distributions of $1.4 million and $6.3 million, of which $0.8 million and $3.7 million where made to Pre-IPO LLC Members. The remaining $0.6 million and $2.6 million were made to GSHD and were eliminated in consolidation. For the three and nine months ended September 30, 2018, GF made distributions of $1.4 million and $3.8 million, respectively, of which $0.9 million and $2.9 million were made to Pre-IPO LLC Members, respectively. The remaining $0.5 million and $0.9 million, respectively, were made to GSHD and were eliminated in consolidation. 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. During the three and nine months ended September 30, 2019, an aggregate of 160 thousand and 1.4 million LLC Units were redeemed by the non-controlling interest holders. Pursuant to the GF LLC Agreement, GSHD issued 160 thousand and 1.4 million shares of Class A common stock in connection with these redemptions and received 160 thousand and 1.4 million LLC Interests, increasing GSHD's ownership interest in GF. Simultaneously, and in connection with these redemptions, 160 thousand and 1.4 million shares of Class B common stock were surrendered and cancelled. The following table summarizes the ownership interest in GF as of September 30, 2019 (in thousands). September 30, 2019 LLC Units Ownership % Number of LLC Units held by GSHD 15,173 41.8% Number of LLC Units held by non-controlling interest holders 21,115 58.2% Number of LLC Units outstanding 36,288 100.0% 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 nine months ended September 30, 2019 was 58.3% and 59.4%. All net income prior to the Offering is attributed to non-controlling interest holders. Correction of Prior Period Balances: Subsequent to the issuance of the Company’s Annual report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the three- and six-month periods ended June 30, 2019, the Company determined that there was an error in the initial allocation of the effects of the Reorganization Transactions and of the non-controlling interest as presented in the condensed consolidated statement of stockholders’ equity for the six months ended June 30, 2018. This resulted in misstatements of activity in and balances of additional paid in capital, accumulated deficit, total stockholders' equity and non-controlling interest within the consolidated statements of stockholders' equity and consolidated balance sheets as of and for the periods ended June 30, 2018, September 30, 2018, December 31, 2018, March 31, 2019 and June 30, 2019. The Company evaluated the materiality of these misstatements from quantitative and qualitative perspectives and concluded the misstatements are not material to the prior periods. The previously reported amounts for the three-month periods ended June 30, 2018, September 30, 2018, March 31, 2019, and June 30, 2019 within the Company’s condensed consolidated statement of stockholders’ equity and the corresponding activity and balances in the condensed consolidated statement of stockholders’ equity and condensed consolidated balance sheet as of and for the three months ended December 31, 2018 have been revised to reflect the corrected balances as presented below (in thousands): Statement of stockholders' equity activity Additional paid in capital Accumulated deficit Total stockholders' equity Non-controlling interest As previously reported Adjustment As corrected As previously reported Adjustment As corrected As previously reported Adjustment As corrected As previously reported Adjustment As corrected Effects of the Reorganization Transactions $ (132,202) $ 38,022 $ (94,180) $ (7,379) $ (14,183) $ (21,562) $ (139,354) $ 23,839 $ (115,515) $ (12,402) $ (23,839) $ (36,241) Initial non-controlling interest allocation $ 97,071 $ (115,991) $ (18,920) $ — $ — $ — $ 97,071 $ (115,991) $ (18,920) $ (97,071) $ 115,991 $ 18,920 Balance June 30, 2018 $ 89,034 $ (77,969) $ 11,065 $ (6,813) $ (14,183) $ (20,996) $ 82,583 $ (92,152) $ (9,569) $ (109,267) $ 92,152 $ (17,115) Balance September 30, 2018 $ 89,259 $ (77,969) $ 11,290 $ (6,668) $ (14,183) $ (20,851) $ 82,953 $ (92,152) $ (9,199) $ (109,474) $ 92,152 $ (17,322) Redemption of LLC Units $ (1,251) $ 1,057 $ (194) $ — $ — $ — $ (1,251) $ 1,057 $ (194) $ 1,251 $ (1,057) $ 194 Balance December 31, 2018 $ 88,811 $ (76,912) $ 11,899 $ (6,578) $ (14,183) $ (20,761) $ 82,595 $ (91,095) $ (8,500) $ (107,798) $ 91,095 $ (16,703) Redemption of LLC Units $ (3,607) $ 2,928 $ (679) $ — $ — $ — $ (3,607) $ 2,928 $ (679) $ 3,607 $ (2,928) $ 679 Balance March 31, 2019 $ 86,483 $ (73,984) $ 12,499 $ (10,068) $ (14,183) $ (24,251) $ 76,777 $ (88,167) $ (11,390) $ (108,628) $ 88,167 $ (20,461) Redemption of LLC Units $ (2,456) $ 1,979 $ (477) $ — $ — $ — $ (2,456) $ 1,979 $ (477) $ 2,456 $ (1,979) $ 477 Balance June 30, 2019 $ 85,221 $ (72,005) $ 13,216 $ (9,165) $ (14,183) $ (23,348) $ 76,418 $ (86,188) $ (9,770) $ (106,966) $ 86,188 $ (20,778) 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 nine months ended September 30, 2019, divided by the basic weighted average number of Class A common stock as of September 30, 2019 (in thousands, except per share amounts) . 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 (in thousands, except per share amounts) . The Company has 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 September 30, 2019 Nine Months Ended Numerator: Income before taxes $ 3,064 $ 14,373 Less: income before taxes attributable to non-controlling interests 1,801 8,662 Income before taxes attributable to GSHD 1,263 5,711 Less: income tax expense attributable to GSHD 392 1,338 Net income attributable to GSHD $ 998 $ 4,373 Denominator: Weighted average shares of Class A common stock outstanding - basic 15,140 14,746 Effect of dilutive securities: Stock options 1,311 1,140 Weighted average shares of Class A common stock outstanding - diluted 16,451 15,936 Earnings per share of Class A common stock - basic $ 0.07 $ 0.30 Earnings per share of Class A common stock - diluted $ 0.06 $ 0.27 The following table sets forth the calculation of basic EPS based on net income attributable to GSHD for the three and nine months ended September 30, 2018, divided by the basic weighted average number of Class A common stock as of September 30, 2018 (in thousands, except per share amounts) . Diluted EPS 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 (in thousands, except per share amounts) . The Company has 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 Nine Months Ended Numerator: Income (loss) before taxes $ 1,000 $ (18,951) Less: income (loss) before taxes attributable to non-controlling interests 627 (10,246) Income (loss) before taxes attributable to GSHD 373 (8,705) Less: income tax expense attributable to GSHD 132 286 Net loss attributable to Goosehead Insurance, Inc. (1) $ 241 $ (8,991) Denominator: Weighted average shares of Class A common stock outstanding - basic 13,533 13,533 Effect of dilutive securities: Stock options (2) 1,081 — Weighted average shares of Class A common stock outstanding - diluted 14,614 13,533 Earnings per share of Class A common stock - basic $ 0.02 $ (0.66) Earnings per share of Class A common stock - diluted $ 0.02 $ (0.66) (1) Net income attributable to Goosehead Insurance, Inc. excludes all net income prior to the Offering. (2) 1,650 thousand 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 nine months ended September 30, 2018. |