Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2024 | Oct. 21, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38466 | |
Entity Registrant Name | GOOSEHEAD INSURANCE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3886022 | |
Entity Address, Address Line One | 1500 Solana Blvd, Building 4, Suite 4500 | |
Entity Address, City or Town | Westlake | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76262 | |
City Area Code | 469 | |
Local Phone Number | 480-3669 | |
Title of 12(b) Security | Class A Common Stock, par value $.01 per share | |
Trading Symbol | GSHD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001726978 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,392,939 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,715,758 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Revenues: | ||||
Revenues | $ 78,035 | $ 71,030 | $ 220,583 | $ 198,262 |
Operating Expenses: | ||||
Employee compensation and benefits | 43,217 | 39,436 | 127,898 | 113,801 |
General and administrative expenses | 15,201 | 14,831 | 49,236 | 48,019 |
Bad debts | 565 | 797 | 2,345 | 3,352 |
Depreciation and amortization | 2,614 | 2,352 | 7,814 | 6,817 |
Total operating expenses | 61,597 | 57,416 | 187,293 | 171,989 |
Income from operations | 16,438 | 13,614 | 33,290 | 26,273 |
Other Income: | ||||
Interest expense | (2,060) | (1,617) | (5,529) | (5,057) |
Other income (expense) | 544 | 0 | (5,742) | 0 |
Income before taxes | 14,922 | 11,997 | 22,019 | 21,216 |
Tax (benefit) expense | 2,315 | 724 | (3,272) | 2,944 |
Net income | 12,607 | 11,273 | 25,291 | 18,272 |
Less: net income attributable to non-controlling interests | 5,048 | 4,339 | 9,720 | 7,753 |
Net income attributable to Goosehead Insurance, Inc. | $ 7,559 | $ 6,934 | $ 15,571 | $ 10,519 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.31 | $ 0.29 | $ 0.63 | $ 0.44 |
Diluted (in dollars per share) | $ 0.29 | $ 0.28 | $ 0.58 | $ 0.43 |
Weighted average shares of Class A common stock outstanding | ||||
Basic (in shares) | 24,293 | 24,124 | 24,689 | 23,674 |
Diluted (in shares) | 37,942 | 24,891 | 38,269 | 24,274 |
Commissions and agency fees | ||||
Revenues: | ||||
Revenues | $ 30,942 | $ 31,980 | $ 88,782 | $ 88,637 |
Franchise revenues | ||||
Revenues: | ||||
Revenues | 46,862 | 38,729 | 131,076 | 108,490 |
Interest income | ||||
Revenues: | ||||
Revenues | $ 231 | $ 321 | $ 725 | $ 1,135 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 47,544 | $ 41,956 |
Restricted cash | 2,568 | 2,091 |
Commissions and agency fees receivable, net | 9,679 | 12,903 |
Receivable from franchisees, net | 11,261 | 9,720 |
Prepaid expenses | 5,701 | 7,889 |
Total current assets | 76,753 | 74,559 |
Receivable from franchisees, net of current portion | 3,644 | 9,269 |
Property and equipment, net of accumulated depreciation | 25,369 | 30,316 |
Right-of-use asset | 34,134 | 38,406 |
Intangible assets, net of accumulated amortization | 23,230 | 17,266 |
Deferred income taxes, net | 190,368 | 181,209 |
Other assets | 4,565 | 3,867 |
Total assets | 358,063 | 354,892 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 19,259 | 16,398 |
Premiums payable | 2,568 | 2,091 |
Lease liability | 9,297 | 8,897 |
Contract liabilities | 3,337 | 4,129 |
Note payable | 10,063 | 9,375 |
Liabilities under tax receivable agreement | 4,948 | 0 |
Total current liabilities | 49,472 | 40,890 |
Lease liability, net of current portion | 50,249 | 57,382 |
Note payable, net of current portion | 84,639 | 67,562 |
Contract liabilities, net of current portion | 15,710 | 22,970 |
Liabilities under tax receivable agreement, net of current portion | 155,748 | 149,302 |
Total liabilities | 355,818 | 338,106 |
Additional paid in capital | 89,005 | 103,228 |
Accumulated deficit | (31,029) | (47,056) |
Total stockholders' equity | 58,347 | 56,552 |
Non-controlling interests | (56,102) | (39,766) |
Total equity | 2,245 | 16,786 |
Total liabilities and equity | 358,063 | 354,892 |
Class A Common Stock | ||
Current Liabilities: | ||
Common stock | 244 | 250 |
Class B Common Stock | ||
Current Liabilities: | ||
Common stock | $ 127 | $ 130 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2024 | Dec. 31, 2023 |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 300,000 | 300,000 |
Common stock shares issued (in shares) | 24,369 | 24,966 |
Common stock shares outstanding (in shares) | 24,369 | 24,966 |
Class B Common Stock | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 50,000 | 50,000 |
Common stock shares issued (in shares) | 12,722 | 12,954 |
Common stock shares outstanding (in shares) | 12,722 | 12,954 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Total stockholders' equity | Common stock Class A Common Stock | Common stock Class B Common Stock | Additional paid in capital | Accumulated deficit | Non-controlling interest |
Beginning balance (in shares) at Dec. 31, 2022 | 23,034 | 14,471 | |||||||
Beginning balance at Dec. 31, 2022 | $ (33,624) | $ 10,670 | $ 228 | $ 146 | $ 70,866 | $ (60,570) | $ (44,294) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (181) | (81) | (81) | (100) | |||||
Exercise of stock options (in shares) | 17 | ||||||||
Exercise of stock options | 173 | 173 | 173 | ||||||
Equity-based compensation | 6,620 | 6,620 | 6,620 | ||||||
Activity under employee stock purchase plan (in shares) | 4 | ||||||||
Activity under employee stock purchase plan | 201 | 201 | 201 | ||||||
Redemption of LLC Units (in shares) | 323 | 323 | |||||||
Redemption of LLC Units | 0 | (990) | $ 3 | $ (3) | (990) | 990 | |||
Deferred tax adjustments related to Tax Receivable Agreement | 828 | 699 | 699 | 129 | |||||
Reallocation of Non-controlling interest | 0 | (103) | (103) | 103 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 23,379 | 14,147 | |||||||
Ending balance at Mar. 31, 2023 | (25,984) | 17,189 | $ 231 | $ 143 | 77,569 | (60,754) | (43,173) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 23,034 | 14,471 | |||||||
Beginning balance at Dec. 31, 2022 | (33,624) | 10,670 | $ 228 | $ 146 | 70,866 | (60,570) | (44,294) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 18,272 | ||||||||
Ending balance (in shares) at Sep. 30, 2023 | 24,446 | 13,415 | |||||||
Ending balance at Sep. 30, 2023 | 5,761 | 46,584 | $ 244 | $ 134 | 96,752 | (50,546) | (40,823) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 23,379 | 14,147 | |||||||
Beginning balance at Mar. 31, 2023 | (25,984) | 17,189 | $ 231 | $ 143 | 77,569 | (60,754) | (43,173) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Distributions | (5,206) | (5,206) | |||||||
Net income (loss) | 7,180 | 3,666 | 3,666 | 3,514 | |||||
Exercise of stock options (in shares) | 167 | ||||||||
Exercise of stock options | 3,518 | 3,518 | $ 2 | 3,516 | |||||
Equity-based compensation | 5,872 | 5,872 | 5,872 | ||||||
Activity under employee stock purchase plan (in shares) | 2 | ||||||||
Activity under employee stock purchase plan | 144 | 144 | 144 | ||||||
Redemption of LLC Units (in shares) | 352 | 352 | |||||||
Redemption of LLC Units | 0 | (1,112) | $ 4 | $ (4) | (1,112) | 1,112 | |||
Deferred tax adjustments related to Tax Receivable Agreement | 1,027 | 870 | 870 | 157 | |||||
Reallocation of Non-controlling interest | 0 | (477) | (477) | 477 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 23,900 | 13,795 | |||||||
Ending balance at Jun. 30, 2023 | (13,448) | 29,670 | $ 237 | $ 139 | 86,859 | (57,565) | (43,118) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Dividends declared | (3,275) | (3,275) | |||||||
Net income (loss) | 11,273 | 6,934 | 6,934 | 4,339 | |||||
Exercise of stock options (in shares) | 164 | ||||||||
Exercise of stock options | 3,366 | 3,366 | $ 2 | 3,364 | |||||
Equity-based compensation | 6,459 | 6,459 | 6,459 | ||||||
Activity under employee stock purchase plan (in shares) | 2 | ||||||||
Activity under employee stock purchase plan | 135 | 135 | 135 | ||||||
Redemption of LLC Units (in shares) | 380 | 380 | |||||||
Redemption of LLC Units | 0 | (1,154) | $ 4 | $ (4) | (1,154) | 1,154 | |||
Deferred tax adjustments related to Tax Receivable Agreement | 1,252 | 1,090 | 1,090 | 162 | |||||
Reallocation of Non-controlling interest | 0 | 85 | 85 | (85) | |||||
Ending balance (in shares) at Sep. 30, 2023 | 24,446 | 13,415 | |||||||
Ending balance at Sep. 30, 2023 | 5,761 | 46,584 | $ 244 | $ 134 | 96,752 | (50,546) | (40,823) | ||
Beginning balance (in shares) at Dec. 31, 2023 | 24,966 | 12,954 | 24,966 | 12,954 | |||||
Beginning balance at Dec. 31, 2023 | 16,786 | 56,552 | $ 250 | $ 130 | 103,228 | (47,056) | (39,766) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Distributions | (42) | (42) | |||||||
Net income (loss) | 1,809 | 1,814 | 1,814 | (5) | |||||
Exercise of stock options (in shares) | 65 | ||||||||
Exercise of stock options | 1,863 | 1,863 | $ 1 | 1,862 | |||||
Equity-based compensation | 7,357 | 7,357 | 7,357 | ||||||
Activity under employee stock purchase plan (in shares) | 2 | ||||||||
Activity under employee stock purchase plan | 146 | 146 | 146 | ||||||
Redemption of LLC Units (in shares) | 196 | 196 | |||||||
Redemption of LLC Units | 0 | (605) | $ 2 | $ (2) | (605) | 605 | |||
Deferred tax adjustments related to Tax Receivable Agreement | 322 | 439 | 439 | (117) | |||||
Reallocation of Non-controlling interest | 0 | (217) | (217) | 217 | |||||
Ending balance (in shares) at Mar. 31, 2024 | 25,230 | 12,758 | |||||||
Ending balance at Mar. 31, 2024 | 28,240 | 67,349 | $ 252 | $ 128 | 112,428 | (45,459) | (39,109) | ||
Beginning balance (in shares) at Dec. 31, 2023 | 24,966 | 12,954 | 24,966 | 12,954 | |||||
Beginning balance at Dec. 31, 2023 | 16,786 | 56,552 | $ 250 | $ 130 | 103,228 | (47,056) | (39,766) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 25,291 | ||||||||
Redemption of LLC Units (in shares) | 232 | 232 | |||||||
Ending balance (in shares) at Sep. 30, 2024 | 24,369 | 12,722 | 24,369 | 12,722 | |||||
Ending balance at Sep. 30, 2024 | 2,245 | 58,347 | $ 244 | $ 127 | 89,005 | (31,029) | (56,102) | ||
Beginning balance (in shares) at Mar. 31, 2024 | 25,230 | 12,758 | |||||||
Beginning balance at Mar. 31, 2024 | 28,240 | 67,349 | $ 252 | $ 128 | 112,428 | (45,459) | (39,109) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Distributions | (2,346) | (2,346) | |||||||
Stock Repurchases (in shares) | (1,045) | ||||||||
Share Repurchases | (63,633) | (41,963) | $ (10) | (41,953) | (21,670) | ||||
Net income (loss) | 10,875 | 6,198 | 6,198 | 4,677 | |||||
Exercise of stock options (in shares) | 7 | ||||||||
Exercise of stock options | 245 | 245 | 245 | ||||||
Equity-based compensation | 6,632 | 6,632 | 6,632 | ||||||
Activity under employee stock purchase plan (in shares) | 2 | ||||||||
Activity under employee stock purchase plan | 128 | 128 | 128 | ||||||
Redemption of LLC Units (in shares) | 10 | 10 | |||||||
Redemption of LLC Units | 0 | (29) | (29) | 29 | |||||
Deferred tax adjustments related to Tax Receivable Agreement | 126 | 295 | 295 | (170) | |||||
Reallocation of Non-controlling interest | 0 | 912 | 912 | (912) | |||||
Ending balance (in shares) at Jun. 30, 2024 | 24,205 | 12,748 | |||||||
Ending balance at Jun. 30, 2024 | (19,733) | 39,768 | $ 242 | $ 127 | 77,748 | (38,349) | (59,501) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Distributions | (2,084) | (2,084) | |||||||
Share Repurchases | (123) | (81) | 81 | (42) | |||||
Net income (loss) | 12,607 | 7,559 | 7,559 | 5,048 | |||||
Exercise of stock options (in shares) | 138 | ||||||||
Exercise of stock options | 4,003 | 4,003 | $ 1 | 4,001 | |||||
Equity-based compensation | 7,093 | 7,093 | 7,093 | ||||||
Activity under employee stock purchase plan (in shares) | 1 | ||||||||
Activity under employee stock purchase plan | 102 | 102 | 102 | ||||||
Redemption of LLC Units (in shares) | 26 | 26 | 26 | 26 | |||||
Redemption of LLC Units | 0 | (114) | (114) | 114 | |||||
Deferred tax adjustments related to Tax Receivable Agreement | 135 | 95 | 95 | 40 | |||||
Reallocation of Non-controlling interest | 0 | (239) | (239) | 239 | |||||
Ending balance (in shares) at Sep. 30, 2024 | 24,369 | 12,722 | 24,369 | 12,722 | |||||
Ending balance at Sep. 30, 2024 | $ 2,245 | $ 58,347 | $ 244 | $ 127 | $ 89,005 | $ (31,029) | $ (56,102) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 25,291 | $ 18,272 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,149 | 6,986 |
Impairment expense | 347 | 3,628 |
Bad debt expense | 2,345 | 3,352 |
Equity-based compensation | 21,082 | 18,951 |
Impacts of tax receivable agreement | 11,394 | 14,665 |
Deferred income taxes | (8,576) | (12,336) |
Noncash lease activity | (2,715) | (31) |
Cloud computing arrangement implementation costs | (684) | 0 |
Changes in operating assets and liabilities: | ||
Receivable from franchisees | 3,558 | 5,470 |
Commissions and agency fees receivable | 2,139 | 854 |
Prepaid expenses | 2,188 | (5,111) |
Other assets | 317 | 226 |
Accounts payable and accrued expenses | 2,260 | (2,964) |
Contract liabilities | (8,052) | (14,594) |
Net cash provided by operating activities | 59,043 | 37,369 |
Cash flows from investing activities: | ||
Issuance of notes receivable to franchisees | (300) | 0 |
Proceeds from notes receivable to franchisees | 44 | 34 |
Capitalized software development costs | (8,465) | (4,645) |
Cash consideration paid for asset acquisitions | 0 | (6,043) |
Purchase of property and equipment | (557) | (3,955) |
Net cash used for investing activities | (9,278) | (14,609) |
Cash flows from financing activities: | ||
Customer premiums, net | 86 | (142) |
Debt issuance costs | (621) | 0 |
Repayment of note payable | (6,906) | (15,000) |
Proceeds from notes payable | 25,000 | 0 |
Proceeds from the issuance of Class A common stock | 6,398 | 7,537 |
Repurchases of Class A common stock | (63,184) | 0 |
Member distributions and dividends | (4,473) | (8,481) |
Net cash used for financing activities | (43,700) | (16,086) |
Net increase in cash and cash equivalents, and restricted cash | 6,065 | 6,674 |
Cash and cash equivalents, and restricted cash, beginning of period | 44,047 | 30,387 |
Cash and cash equivalents, and restricted cash, end of period | 50,112 | 37,061 |
Supplemental disclosures of cash flow data: | ||
Cash paid during the period for interest | 5,186 | 4,849 |
Cash paid for income taxes | $ 860 | $ 608 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Goosehead Insurance, Inc. (“GSHD”) is the sole managing member of Goosehead Financial, LLC (“GF”) and 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 condensed consolidated financial statements. GF was organized on January 1, 2016 as a Delaware Limited Liability Company and is headquartered in Westlake, TX. GSHD (collectively with its consolidated subsidiaries, 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 Company had 13 and 13 corporate-owned locations in operation at September 30, 2024 and 2023, respectively. Franchisees are provided access to Carrier Appointments, product training, technology infrastructure, client service centers and back office services. During the three months ended September 30, 2024 and 2023, the Company onboarded 30 and 30 franchise locations, respectively, and had 1,116 and 1,285 operating franchise locations as of September 30, 2024 and 2023, respectively. No franchises were purchased during the three and nine months ended September 30, 2024 and 2023. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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 positions at September 30, 2024 and December 31, 2023, and the condensed consolidated statements of operations, stockholders' equity and statements of cash flows for the three and nine months ended September 30, 2024 and 2023. The interim period condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements that are included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue due to the timing of contingent commission revenue recognition and trends in housing market activity. Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. During the three months ended June 30, 2024, the Company elected to change its presentation of the cash flows associated with "Premiums payable" from operating activities to present them as financing activities, net, within the Condensed Consolidated Statement of Cash Flows within the caption "Customer premiums, net". Comparative amounts have been recast to conform to current period presentation. This reclassification had no impact on the Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Stockholders' Equity. During the three months ended March 31, 2024, the Company recorded loss on remeasurement of the tax receivable agreement ("TRA") liability within "Tax (benefit) expense". For the nine months ended September 30, 2024, those amounts have been reclassified to Other income (expense) within the Condensed Consolidated Statement of Operations. This reclassification had no impact on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Stockholders' Equity, or Condensed Consolidated Statement of Cash Flows. 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. Intangible Assets Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company’s web domain, computer software costs, and purchased books of business (customer accounts). The web domain is amortized over a useful life of fifteen years, computer software costs are amortized over a useful life of three Asset Impairment The Company reviews all of its identifiable assets for impairment periodically and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing identifiable assets, if the undiscounted future cash flows were less than the carrying amount of the respective assets, an indicator of impairment would exist, and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of general and administrative expenses. Based on a review of tangible assets during the three months ended March 31, 2024, the Company identified one office lease that would be subleased and completed a recoverability assessment for assets at that location. Based on the results of the recoverability assessment, the Company determined that the undiscounted cash flows of the assets were below their carrying values. As a result, the Company compared the fair values of the assets to their carrying values and recorded an impairment expense of $0.1 million for property and equipment and $0.2 million for right-of-use asset for the amount the carrying values exceeded the fair values. The Company determined the fair values by estimating sublease cash flows based on market rates for similar properties and discounted them using the Company's internal borrowing rate. Based on a review of intangible assets during the three months ended June 30, 2023, the Company identified a group of internally-developed software assets that had not been placed into service and will not be completed. As a result, the Company determined the assets had no fair value and recorded an impairment expense of $1.1 million related to the asset group. Based on a review of tangible assets during the three months ended June 30, 2023, the Company identified two office leases that would be subleased and completed a recoverability assessment for assets at those locations. Based on the results of the recoverability assessment, the Company determined that the undiscounted cash flows of the assets were below their carrying values. As a result, the Company compared the fair values of the assets to their carrying values and recorded an impairment expense of $1.4 million for property and equipment and $1.1 million for right-of-use asset for the amount the carrying values exceeded the fair values. The Company determined the fair values by estimating sublease cash flows based on market rates for similar properties and discounted them using the Company's internal borrowing rate. Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. Cash and Cash Equivalents, and Restricted Cash The Company holds premiums received from the insured, but not yet remitted to the Carrier, in a fiduciary capacity. Premiums received but not yet remitted included in restricted cash were $2.6 million and $1.9 million as of September 30, 2024 and 2023, respectively. The following is a reconciliation of our cash and cash equivalents and restricted cash balances as presented in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (in thousands) : September 30, 2024 2023 Cash and cash equivalents $ 47,544 $ 35,203 Restricted cash 2,568 1,858 Cash and cash equivalents, and restricted cash $ 50,112 $ 37,061 The Company earns interest on its cash balance that is held in interest-bearing checking accounts. During the three and nine months ended September 30, 2024 the Company recognized $0.5 million and $1.0 million in interest income within Other income (expense) in the Condensed Consolidated Statements of Operations. No interest income was recognized during the three and nine months ended September 30, 2023. As of September 30, 2024, the Company did not have any cash equivalents. Accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments require enhanced disclosures of significant segment expenses and other segment items, provide for the disclosure of additional measures of a segment's profit or loss used by the chief operating decision maker, require that all annual disclosures about a reportable segment's profit or loss and assets be included in interim periods, and provide new segment reporting requirements for entities with a single reportable segment. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating these new disclosure requirements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This standard requires the Company to provide further disaggregated income tax disclosures for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes. The standard also requires the Company to annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is to be applied on a prospective basis, although optional retrospective application is permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Commissions and fees The Company earns commissions, which are paid as a percentage of the policy premiums placed by the Company, by performing its obligation to identify, place, and make effective insurance coverage on behalf of its customer, the insured. The Company defines the term of the policy as the contractual period the policy provides insurance coverage to the insured, which is typically one year or less. Commissions earned for the placement of the initial policy term for a given insurance product are recorded as New Business Commissions. New Business Commissions are earned at a point in time on the effective date of the policy, which is when the customer’s unilateral right to cancel the policy without consideration expires, as the Company has no further performance obligations for the initial term once the policy is placed and made effective. After the initial policy term for a given insurance product, the Company earns Renewal Commissions by assisting the customer to make effective a renewal policy that satisfies the customer’s current insurance coverage needs. The Company performs this obligation by monitoring the customer’s policy to ensure a renewal is offered by the carrier and that the client promptly pays the premium. Alternatively, based on the needs of the customer, the Company may assist the customer to adjust coverage terms to satisfy its current insurance coverage needs or the Company may assist the customer to re-shop the insurance coverage to identify, place, and make effective a policy that better meets those needs. Renewal Commissions are earned at a point in time upon the effective date of the renewal policy term or upon the effective date of the replacement policy identified, placed, and made effective for the customer, which is when the customer’s unilateral right to non-renew the policy expires, as the Company has no further performance obligations for that renewal policy term. The transaction price for commissions revenue is set as an estimate of the variable consideration to be received for the current policy term. This estimate includes the fixed consideration due based on the contractual terms of the current policy and adjustments for estimates of modifications of the contractual terms of the current policy and/or termination of the policy before the end of the current term. This variable consideration is constrained to the extent that it is probable there will not be a significant reversal of revenue. For Agency Fees, the Company enters into a contract with the insured, in which the Company's performance obligation is to place an insurance policy. The transaction price of the agency fee is set at the time the sale is agreed upon, and is included in the contract. Agency Fee revenue is recognized at a point in time, which is the effective date of the policy. Contingent commission revenue is generated from contracts between the Company and insurance carriers, for which the Company is compensated for certain growth, profitability, or other performance-based metrics. The performance obligations for contingent commissions will vary by contract, but generally include the Company increasing profitable written premium with the insurance carrier. The transaction price for contingent commissions is estimated based on all available information and is recognized over time as the Company completes its performance obligations, as the underlying policies are placed, net of a constraint. The Company must estimate the amount of consideration that will be received such that a significant reversal of revenue is not probable. Contingent commissions represent a form of variable consideration associated with the placement and profitability of coverage, for which we earn commissions. Contingent commissions are estimated, with a constraint applied, and accrued in relation to the satisfaction of the performance obligations for the period over which the contract applies. The resulting effect on the timing of recognizing contingent commissions closely follows a similar pattern as our commissions and fees with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available. Franchise revenues Franchise revenues include initial franchise fees and ongoing new and renewal royalty fees from franchisees. Revenue from Initial Franchise Fees is generated from a contract between the Company and a franchisee. The Company's performance obligation is to provide initial training, onboarding, ongoing support and use of the Company's business operations over the period of the franchise agreement. The transaction price is set by the franchise agreement and revenue is recognized over time as the Company completes its performance obligations. Initial franchise fees are recognized as revenue over the 10-year life of the franchise contract, beginning on the start date of the contract. Revenue from New and Renewal Royalty Fees is recorded by applying the sales- and usage-based royalties exception. Under the sales- and usage-based exception, the Company recognizes revenue over time as a franchise places and makes effective a policy for an insured. The transaction price for the royalty fee for each policy made effective is set as the contractual royalty rate multiplied by an estimate of the commissions to be received by the franchise for the current term of the policy. This estimate includes the fixed consideration due based on the contractual terms of the current policy and adjustments for estimates of modifications of the contractual terms of the current policy and/or termination of the policy before the end of the current term. This variable consideration is constrained to the extent that it is probable there will not be a significant reversal of revenue. Contract costs Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain - The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans for selling new franchise agreements. These incremental costs are deferred and amortized over a 10-year period, which is consistent with the term of the contract. The balance of cost to obtain is included with Other assets on the Condensed Consolidated Balance Sheets. Costs to fulfill - The Company has evaluated the need to capitalize costs to fulfill customer contracts and has determined that there are no costs that meet the definition for capitalization under ASC 340. Disaggregation of Revenue The following table disaggregates revenue by source (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Type of revenue stream: Commissions and agency fees Renewal Commissions $ 20,215 $ 19,036 $ 56,767 $ 53,395 New Business Commissions 6,249 6,125 18,612 17,899 Agency Fees 1,989 2,008 6,036 6,642 Contingent Commissions 2,490 4,811 7,367 10,701 Franchise revenues Renewal Royalty Fees 38,070 30,040 103,951 80,344 New Business Royalty Fees 6,994 5,910 20,396 17,819 Initial Franchise Fees 1,413 2,430 5,288 8,780 Other Franchise Revenues 385 349 1,440 1,547 Interest Income 231 321 725 1,135 Total Revenues $ 78,035 $ 71,030 $ 220,583 $ 198,262 Timing of revenue recognition: Transferred at a point in time $ 28,453 $ 27,169 $ 81,415 $ 77,936 Transferred over time 49,582 43,861 139,168 120,326 Total Revenues $ 78,035 $ 71,030 $ 220,583 $ 198,262 Contract Balances The following table provides information about receivables, cost to obtain, and contract liabilities from contracts with customers (in thousands) : September 30, 2024 December 31, 2023 Increase/(decrease) Cost to obtain franchise contracts (1) $ 1,925 $ 2,309 $ (384) Commissions and agency fees receivable, net 9,679 12,903 (3,224) Receivable from franchisees (2) 14,905 18,989 (4,084) Contract liabilities (2)(3) 19,047 27,099 (8,052) (1) Cost to obtain franchise contracts is included in Other assets on the condensed consolidated balance sheets. (2) Includes both the current and long term portion of this balance. (3) Initial Franchise Fees to be recognized over the life of the contract. The Company records Franchise Fees as contract liabilities on the Condensed Consolidated Balance Sheets when the agreement is executed. Contract liabilities are reduced as fees are recognized in revenue over the expected life of the franchise license. As the term of the franchise license is typically ten years, substantially all of the franchise fee revenue recognized in the period ended September 30, 2024 was included in the contract liabilities balance as of December 31, 2023. Significant changes in contract liabilities are as follows (in thousands) : Contract liabilities at December 31, 2023 $ 27,099 Revenue recognized during the period (5,288) New deferrals (1) 2,135 Write offs (2) (4,899) Contract liabilities at September 30, 2024 $ 19,047 (1) Initial Franchise Fees where the consideration is received from the franchisee for services which are to be transferred to the Franchisee over the expected life of the Franchise Agreement. (2) Franchise Fees, net of recognized revenue, no longer deferred due to the termination of the Franchise Agreement. |
Franchise Fees Receivable
Franchise Fees Receivable | 9 Months Ended |
Sep. 30, 2024 | |
Receivables [Abstract] | |
Franchise Fees Receivable | Franchise Fees Receivable The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following (in thousands) : September 30, 2024 December 31, 2023 Franchise fees receivable (1) $ 6,634 $ 15,096 Less: Unamortized discount (1) (1,885) (4,388) Less: Allowance for uncollectible franchise fees (1) (38) (223) Net franchise fees receivable (1) $ 4,711 $ 10,485 (1) Includes both the current and long term portion of this balance. Activity in the allowance for uncollectible franchise fees was as follows (in thousands) : Balance at December 31, 2023 $ 223 Charges to bad debts 402 Write offs (587) Balance at September 30, 2024 $ 38 Balance at December 31, 2022 $ 487 Charges to bad debts 963 Write offs (1,165) Balance at September 30, 2023 $ 285 |
Allowance for Uncollectible Age
Allowance for Uncollectible Agency Fees | 9 Months Ended |
Sep. 30, 2024 | |
Receivables [Abstract] | |
Allowance for Uncollectible Agency Fees | Allowance for Uncollectible Agency Fees Activity in the allowance for uncollectible agency fees was as follows (in thousands) : Balance at December 31, 2023 $ 508 Charges to bad debts 1,165 Write offs (1,318) Balance at September 30, 2024 $ 355 Balance at December 31, 2022 $ 450 Charges to bad debts 1,174 Write offs (1,004) Balance at September 30, 2023 $ 620 |
Property and equipment
Property and equipment | 9 Months Ended |
Sep. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment Property and equipment consisted of the following (in thousands) : September 30, 2024 December 31, 2023 Furniture & fixtures $ 11,409 $ 11,306 Computer equipment 4,887 4,482 Network equipment 478 436 Phone system 326 326 Leasehold improvements 36,238 36,285 Total 53,338 52,834 Less accumulated depreciation (27,970) (22,518) Property and equipment, net $ 25,369 $ 30,316 Depreciation expense was $5.5 million and $5.7 million for nine months ended September 30, 2024 and 2023, respectively. |
Intangible assets
Intangible assets | 9 Months Ended |
Sep. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets Intangible assets consisted of the following (in thousands) : September 30, 2024 December 31, 2023 Computer software & web domain $ 21,808 $ 13,509 Books of business 6,895 6,895 Total 28,703 20,404 Less: accumulated amortization (5,473) (3,138) Intangible assets, net $ 23,230 $ 17,266 Amortization expense was $2.3 million and $1.1 million for nine months ended September 30, 2024 and 2023, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt On July 21, 2021, the Company refinanced its $25 million revolving credit facility and $80 million term note payable to a $50 million revolving credit facility and $100 million term note payable in order to obtain a more favorable interest rate on the outstanding debt. The revolving credit facility and term note are collateralized by substantially all the Company’s assets, which includes rights to future commissions and royalties. On April 26, 2023, the Company entered into Amendment No.1 of the Second Amended and Restated Credit Agreement, which provided that LIBOR should be replaced with SOFR. On April 24, 2024, the Company entered into Amendment No. 2 of the Second Amended and Restated Credit Agreement, increasing the term note payable by $25 million and increasing the capacity of the revolving credit facility by $25 million to a total capacity of $75 million. As of September 30, 2024, the Company had nothing drawn against the revolving credit facility and had a letter of credit of $0.2 million applied against the maximum borrowing availability. Thus, amounts available to draw totaled $74.8 million. Borrowings under the revolving credit facility are payable on July 21, 2026. The term note is payable in quarterly installments of $2.5 million, with a balloon payment of $80.5 million on July 21, 2026. The interest rate applicable to both the revolving credit facility and the term note for each leverage ratio tier is as follows: Leverage Ratio Interest Rate < 1.50x SOFR + 175 bps > 1.50x SOFR + 200 bps > 2.50x SOFR + 225 bps > 3.50x SOFR + 250 bps As of September 30, 2024, the interest rate applicable for the credit facilities was SOFR plus 200 basis points. Maturities of the term note payable for the next five years are as follows ( in thousands ): Amount 2024 $ 2,516 2025 10,063 2026 83,015 2027 — 2028 — Total $ 95,594 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. As of September 30, 2024, the Company's maximum allowable trailing twelve months debt-to-EBITDA ratio, as defined by the credit agreement, was 4x. 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 September 30, 2024, the Company was in compliance with these covenants. Because of both instruments’ variable interest rate, the note payable balance at September 30, 2024 and December 31, 2023, 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes GSHD is 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 (benefit) expense Provision expense from income taxes was $2.3 million for the three months ended September 30, 2024 compared to $0.7 million for the three months ended September 30, 2023. The effective tax rate was 16% for the three months ended September 30, 2024 compared to 6% for the three months ended September 30, 2023. The increase in tax expense and effective tax rate were primarily due to an increase in pre-tax income. Tax benefit was $3.3 million for the nine months ended September 30, 2024 compared to tax expense of $2.9 million for the nine months ended September 30, 2023. The effective tax rate was (15)% for the nine months ended September 30, 2024 and 14% for the nine months ended September 30, 2023. The change in tax (benefit) expense and effective tax rate were primarily due to changes in state apportionment and related state filing requirements. Deferred taxes Deferred tax assets at September 30, 2024 were $190.4 million compared to $181.2 million at December 31, 2023. The primary contributing factors to the increase in deferred tax assets are additional redemptions of LLC Units of GF for shares of Class A common stock of GSHD during the nine months ended September 30, 2024 and an increase in the blended state tax rate due to changes in state apportionment and related state filing requirements. 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 GSHD 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 ("TRA") 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 nine months ended September 30, 2024, an aggregate of 25,700 and 231,829 LLC Units were redeemed by the Pre-IPO LLC Members for newly issued shares of Class A common stock. In connection with these redemptions, GSHD received 25,700 and 231,829 LLC Units, which resulted in an increase in the tax basis of its investment in GF subject to the provisions of the tax receivable agreement. The Company recognized a liability for the TRA Payments due to the Pre-IPO LLC Members, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemptions of LLC Units, after concluding it was probable that such TRA Payments would be paid based on its estimates of future taxable income. As of September 30, 2024, the total amount of TRA Payments due to the Pre-IPO LLC Members under the tax receivable agreement was $160.7 million, of which $4.9 million was current and included in Liabilities under tax receivable agreement within Current liabilities on the Condensed Consolidated Balance Sheet. Future exchanges of LLC Units for Class A common stock will result in additional TRA payments. Additionally, during the nine months ended September 30, 2024, the Company's effective tax rate increased due to changes in state apportionment and related state filing requirements. This resulted in a remeasurement of its TRA liability of $6.7 million, which has been reported in "Other income (expense)" on the Condensed Consolidated Statement of Operations. Uncertain tax positions GSHD has determined there are no material uncertain tax positions as of September 30, 2024. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Class A Common Stock GSHD has a total of 24,369 thousand shares of its Class A common stock outstanding at September 30, 2024. 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 12,722 thousand shares of its Class B common stock outstanding at September 30, 2024. 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. 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, 2024 and 2023, divided by the basic weighted average number of Class A common stock as of the three and nine months ended September 30, 2024 and 2023 (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. Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Goosehead Insurance, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related GF LLC Units, are exchangeable into shares of Class A common stock on a one-for-one basis. The Company calculates the effects of the conversion of Class B shares to Class A shares using the "if-converted" method and includes such effects in the calculation of diluted EPS if the effects are dilutive. The following table summarizes the calculation of EPS for the three and nine months ended September 30, 2024 and 2023 (in thousands) : Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net income attributable to GSHD - Basic $ 7,559 $ 6,934 $ 15,571 $ 10,519 Less: net income attributable to non-controlling interests (1) 5,048 4,339 9,720 7,753 Add: income tax effect on income attributable to non-controlling interests assuming conversion of Class B common shares (1) (1,446) — (3,012) — Net income available to GSHD - Diluted $ 11,161 $ 11,273 $ 22,279 $ 18,272 Denominator: Basic EPS Weighted average outstanding Class A common shares - Basic 24,293 24,124 24,689 23,674 Earnings per share of Class A common stock - Basic $ 0.31 $ 0.29 $ 0.63 $ 0.44 Diluted EPS Weighted average outstanding Class A common shares - Basic 24,293 24,124 24,689 23,674 Effect of dilutive securities: Weighted average outstanding Class B common shares (if-converted) (1) 12,733 — 12,782 — Stock options (2) 916 767 797 601 Weighted average outstanding Class A common shares - Diluted 37,942 24,891 38,269 24,274 Earnings per share of Class A common stock - Diluted $ 0.29 $ 0.28 $ 0.58 $ 0.43 (1) For the three and nine months ended September 30, 2024, the impact of the conversion of Class B common shares to Class A common shares calculated under the if-converted method was dilutive, and as such, (a) 12,733 and 12,782 common shares (assuming the conversion of all outstanding class B common stock) were included in Weighted average outstanding Class A common shares - Diluted and (b) $3.6 million and $6.7 million of non-controlling interest net income (after incremental tax effect from assuming conversion of all outstanding class B common stock), was added back to Net income attributable to GSHD - Basic to arrive at Net income available to GSHD - diluted. For the three and nine months ended September 30, 2023, the impact of the conversion of Class B common shares to Class A common shares is excluded from the calculation of Diluted EPS because inclusion of such shares would be anti-dilutive. (2) Dilutive stock options is computed using the treasury stock method, which are not participating securities. 751 and 1,098 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and nine months ended September 30, 2024 because the effect would have been anti-dilutive. 1,055 and 1,800 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and nine months ended September 30, 2023 because the effect would have been anti-dilutive. Share Repurchase Program On April 24, 2024, our board of directors approved a share repurchase program with authorization to purchase up to $100 million of our Class A common stock through March 31, 2025. The share repurchase program does not require the Company to acquire any dollar amount or number of shares of common stock and may be modified, suspended, or discontinued at any time. The timing, manner, price and amount of any repurchases will be determined at the discretion of management in accordance with applicable securities laws and other restrictions. Class A common stock acquired under the program will be retired upon repurchase. Additionally, for every repurchased share of Class A common stock, the Company will direct GF to repurchase, at the price paid to repurchase such share, and cancel an LLC unit of GF held by the Company. During the three and nine months ended September 30, 2024, the company repurchased and retired 0 and 1,045 thousand shares of Class A common stock for an aggregate of $0 and $63.5 million. During the three months ended September 30, 2024, the Company reduced our estimated excise tax liability by $0.1 million. All repurchases were made in open-market transactions and recorded at their aggregate transaction cost inclusive of commissions and excise taxes. As of September 30, 2024, the Company had remaining authorization under the share repurchase program to purchase up to approximately $36.8 million of the Company's Class A common stock. |
Non-controlling interest
Non-controlling interest | 9 Months Ended |
Sep. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Non-controlling interest | Non-controlling interest GSHD is 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. 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, 2024, GF made distributions of $6.0 million and $12.5 million, of which $2.1 million and $4.3 million was made to Pre-IPO LLC Members. The remaining $3.9 million and $8.2 million was made to GSHD and was 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, 2024, an aggregate of 26 thousand and 232 thousand LLC Units were redeemed by the non-controlling interest holders. Pursuant to the GF LLC Agreement, GSHD issued 26 thousand and 232 thousand shares of Class A common stock in connection with these redemptions and received 26 thousand and 232 thousand LLC Interests, increasing GSHD's ownership interest in GF. Simultaneously, and in connection with these redemptions, 26 thousand and 232 thousand shares of Class B common stock were surrendered and cancelled. The following table summarizes the ownership interest in GF as of September 30, 2024 (in thousands) : September 30, 2024 LLC Units Ownership % Number of LLC Units held by GSHD 24,369 65.7% Number of LLC Units held by non-controlling interest holders 12,722 34.3% Number of LLC Units outstanding 37,091 100.0% |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based CompensationStock option expense was $7.1 million and $21.1 million for the three and nine months ended September 30, 2024. Stock option expense was $6.5 million and $19.0 million for the three and nine months ended September 30, 2023. |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2024 | |
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 Company records accruals for legal contingencies to the extent that it has concluded that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. In the opinion of the Company's management, the likely results of any ongoing legal matters are not expected, either individually or in the aggregate, to have a material adverse effect on the Company's financial position, results of operations or cash flows. On November 10, 2022, a verified stockholder class action complaint for declaratory relief, captioned Mickey Dollens v. Goosehead Insurance, Inc., C.A. No. 2022-1018-JTL, was filed in the Court of Chancery of the State of Delaware (the “Dollens Action”), alleging certain corporate governance documents adopted by the Company were invalid under Delaware law. On August 8, 2023, the parties entered into a proposed settlement providing for certain non-monetary benefits to the class ( i.e., revisions to the Company's Stockholder Agreement). Additionally, the plaintiffs have petitioned the Court for attorneys’ fees and litigation expenses. The matter is currently stayed. While there can be no assurance regarding the ultimate outcome of the petition, the Company believes a potential loss, if any, would not be material. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Combination | All intercompany accounts and transactions have been eliminated in consolidation. |
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 positions at September 30, 2024 and December 31, 2023, and the condensed consolidated statements of operations, stockholders' equity and statements of cash flows for the three and nine months ended September 30, 2024 and 2023. The interim period condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements that are included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Reclassification | Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. During the three months ended June 30, 2024, the Company elected to change its presentation of the cash flows associated with "Premiums payable" from operating activities to present them as financing activities, net, within the Condensed Consolidated Statement of Cash Flows within the caption "Customer premiums, net". Comparative amounts have been recast to conform to current period presentation. This reclassification had no impact on the Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Stockholders' Equity. During the three months ended March 31, 2024, the Company recorded loss on remeasurement of the tax receivable agreement ("TRA") liability within "Tax (benefit) expense". For the nine months ended September 30, 2024, those amounts have been reclassified to Other income (expense) within the Condensed Consolidated Statement of Operations. This reclassification had no impact on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Stockholders' Equity, or Condensed Consolidated Statement of Cash Flows. |
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. |
Intangible Assets | Intangible Assets Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company’s web domain, computer software costs, and purchased books of business (customer accounts). The web domain is amortized over a useful life of fifteen years, computer software costs are amortized over a useful life of three |
Asset Impairment | Asset Impairment The Company reviews all of its identifiable assets for impairment periodically and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing identifiable assets, if the undiscounted future cash flows were less than the carrying amount of the respective assets, an indicator of impairment would exist, and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of general and administrative expenses. Based on a review of tangible assets during the three months ended March 31, 2024, the Company identified one office lease that would be subleased and completed a recoverability assessment for assets at that location. Based on the results of the recoverability assessment, the Company determined that the undiscounted cash flows of the assets were below their carrying values. As a result, the Company compared the fair values of the assets to their carrying values and recorded an impairment expense of $0.1 million for property and equipment and $0.2 million for right-of-use asset for the amount the carrying values exceeded the fair values. The Company determined the fair values by estimating sublease cash flows based on market rates for similar properties and discounted them using the Company's internal borrowing rate. Based on a review of intangible assets during the three months ended June 30, 2023, the Company identified a group of internally-developed software assets that had not been placed into service and will not be completed. As a result, the Company determined the assets had no fair value and recorded an impairment expense of $1.1 million related to the asset group. Based on a review of tangible assets during the three months ended June 30, 2023, the Company identified two office leases that would be subleased and completed a recoverability assessment for assets at those locations. Based on the results of the recoverability assessment, the Company determined that the undiscounted cash flows of the assets were below their carrying values. As a result, the Company compared the fair values of the assets to their carrying values and recorded an impairment expense of $1.4 million for property and equipment and $1.1 million for right-of-use asset for the amount the carrying values exceeded the fair values. The Company determined the fair values by estimating sublease cash flows based on market rates for similar properties and discounted them using the Company's internal borrowing rate. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. |
Cash and Cash Equivalent and Restricted Cash | Cash and Cash Equivalents, and Restricted Cash |
Recently adopted and not yet adopted accounting pronouncements | Accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments require enhanced disclosures of significant segment expenses and other segment items, provide for the disclosure of additional measures of a segment's profit or loss used by the chief operating decision maker, require that all annual disclosures about a reportable segment's profit or loss and assets be included in interim periods, and provide new segment reporting requirements for entities with a single reportable segment. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating these new disclosure requirements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This standard requires the Company to provide further disaggregated income tax disclosures for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes. The standard also requires the Company to annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is to be applied on a prospective basis, although optional retrospective application is permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Restrictions on Cash and Cash Equivalents | The following is a reconciliation of our cash and cash equivalents and restricted cash balances as presented in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (in thousands) : September 30, 2024 2023 Cash and cash equivalents $ 47,544 $ 35,203 Restricted cash 2,568 1,858 Cash and cash equivalents, and restricted cash $ 50,112 $ 37,061 |
Schedule of Reconciliation of Cash and Restricted Cash | The following is a reconciliation of our cash and cash equivalents and restricted cash balances as presented in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (in thousands) : September 30, 2024 2023 Cash and cash equivalents $ 47,544 $ 35,203 Restricted cash 2,568 1,858 Cash and cash equivalents, and restricted cash $ 50,112 $ 37,061 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates revenue by source (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Type of revenue stream: Commissions and agency fees Renewal Commissions $ 20,215 $ 19,036 $ 56,767 $ 53,395 New Business Commissions 6,249 6,125 18,612 17,899 Agency Fees 1,989 2,008 6,036 6,642 Contingent Commissions 2,490 4,811 7,367 10,701 Franchise revenues Renewal Royalty Fees 38,070 30,040 103,951 80,344 New Business Royalty Fees 6,994 5,910 20,396 17,819 Initial Franchise Fees 1,413 2,430 5,288 8,780 Other Franchise Revenues 385 349 1,440 1,547 Interest Income 231 321 725 1,135 Total Revenues $ 78,035 $ 71,030 $ 220,583 $ 198,262 Timing of revenue recognition: Transferred at a point in time $ 28,453 $ 27,169 $ 81,415 $ 77,936 Transferred over time 49,582 43,861 139,168 120,326 Total Revenues $ 78,035 $ 71,030 $ 220,583 $ 198,262 |
Schedule of Contract Balances | The following table provides information about receivables, cost to obtain, and contract liabilities from contracts with customers (in thousands) : September 30, 2024 December 31, 2023 Increase/(decrease) Cost to obtain franchise contracts (1) $ 1,925 $ 2,309 $ (384) Commissions and agency fees receivable, net 9,679 12,903 (3,224) Receivable from franchisees (2) 14,905 18,989 (4,084) Contract liabilities (2)(3) 19,047 27,099 (8,052) (1) Cost to obtain franchise contracts is included in Other assets on the condensed consolidated balance sheets. (2) Includes both the current and long term portion of this balance. (3) Initial Franchise Fees to be recognized over the life of the contract. Significant changes in contract liabilities are as follows (in thousands) : Contract liabilities at December 31, 2023 $ 27,099 Revenue recognized during the period (5,288) New deferrals (1) 2,135 Write offs (2) (4,899) Contract liabilities at September 30, 2024 $ 19,047 (1) Initial Franchise Fees where the consideration is received from the franchisee for services which are to be transferred to the Franchisee over the expected life of the Franchise Agreement. (2) Franchise Fees, net of recognized revenue, no longer deferred due to the termination of the Franchise Agreement. |
Franchise Fees Receivable (Tabl
Franchise Fees Receivable (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Franchise Fees Receivable | The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following (in thousands) : September 30, 2024 December 31, 2023 Franchise fees receivable (1) $ 6,634 $ 15,096 Less: Unamortized discount (1) (1,885) (4,388) Less: Allowance for uncollectible franchise fees (1) (38) (223) Net franchise fees receivable (1) $ 4,711 $ 10,485 (1) Includes both the current and long term portion of this balance. Activity in the allowance for uncollectible agency fees was as follows (in thousands) : Balance at December 31, 2023 $ 508 Charges to bad debts 1,165 Write offs (1,318) Balance at September 30, 2024 $ 355 Balance at December 31, 2022 $ 450 Charges to bad debts 1,174 Write offs (1,004) Balance at September 30, 2023 $ 620 |
Schedule of Allowance for Uncollectible Franchise Fees | Activity in the allowance for uncollectible franchise fees was as follows (in thousands) : Balance at December 31, 2023 $ 223 Charges to bad debts 402 Write offs (587) Balance at September 30, 2024 $ 38 Balance at December 31, 2022 $ 487 Charges to bad debts 963 Write offs (1,165) Balance at September 30, 2023 $ 285 |
Allowance for Uncollectible A_2
Allowance for Uncollectible Agency Fees (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Allowance for Uncollectible Agency Fees | The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following (in thousands) : September 30, 2024 December 31, 2023 Franchise fees receivable (1) $ 6,634 $ 15,096 Less: Unamortized discount (1) (1,885) (4,388) Less: Allowance for uncollectible franchise fees (1) (38) (223) Net franchise fees receivable (1) $ 4,711 $ 10,485 (1) Includes both the current and long term portion of this balance. Activity in the allowance for uncollectible agency fees was as follows (in thousands) : Balance at December 31, 2023 $ 508 Charges to bad debts 1,165 Write offs (1,318) Balance at September 30, 2024 $ 355 Balance at December 31, 2022 $ 450 Charges to bad debts 1,174 Write offs (1,004) Balance at September 30, 2023 $ 620 |
Property and equipment (Tables)
Property and equipment (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands) : September 30, 2024 December 31, 2023 Furniture & fixtures $ 11,409 $ 11,306 Computer equipment 4,887 4,482 Network equipment 478 436 Phone system 326 326 Leasehold improvements 36,238 36,285 Total 53,338 52,834 Less accumulated depreciation (27,970) (22,518) Property and equipment, net $ 25,369 $ 30,316 |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands) : September 30, 2024 December 31, 2023 Computer software & web domain $ 21,808 $ 13,509 Books of business 6,895 6,895 Total 28,703 20,404 Less: accumulated amortization (5,473) (3,138) Intangible assets, net $ 23,230 $ 17,266 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Rate Dependent of Leverage Ratio | The interest rate applicable to both the revolving credit facility and the term note for each leverage ratio tier is as follows: Leverage Ratio Interest Rate < 1.50x SOFR + 175 bps > 1.50x SOFR + 200 bps > 2.50x SOFR + 225 bps > 3.50x SOFR + 250 bps |
Schedule of Maturities of Note Payable | Maturities of the term note payable for the next five years are as follows ( in thousands ): Amount 2024 $ 2,516 2025 10,063 2026 83,015 2027 — 2028 — Total $ 95,594 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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, 2024 and 2023, divided by the basic weighted average number of Class A common stock as of the three and nine months ended September 30, 2024 and 2023 (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. Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Goosehead Insurance, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related GF LLC Units, are exchangeable into shares of Class A common stock on a one-for-one basis. The Company calculates the effects of the conversion of Class B shares to Class A shares using the "if-converted" method and includes such effects in the calculation of diluted EPS if the effects are dilutive. The following table summarizes the calculation of EPS for the three and nine months ended September 30, 2024 and 2023 (in thousands) : Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net income attributable to GSHD - Basic $ 7,559 $ 6,934 $ 15,571 $ 10,519 Less: net income attributable to non-controlling interests (1) 5,048 4,339 9,720 7,753 Add: income tax effect on income attributable to non-controlling interests assuming conversion of Class B common shares (1) (1,446) — (3,012) — Net income available to GSHD - Diluted $ 11,161 $ 11,273 $ 22,279 $ 18,272 Denominator: Basic EPS Weighted average outstanding Class A common shares - Basic 24,293 24,124 24,689 23,674 Earnings per share of Class A common stock - Basic $ 0.31 $ 0.29 $ 0.63 $ 0.44 Diluted EPS Weighted average outstanding Class A common shares - Basic 24,293 24,124 24,689 23,674 Effect of dilutive securities: Weighted average outstanding Class B common shares (if-converted) (1) 12,733 — 12,782 — Stock options (2) 916 767 797 601 Weighted average outstanding Class A common shares - Diluted 37,942 24,891 38,269 24,274 Earnings per share of Class A common stock - Diluted $ 0.29 $ 0.28 $ 0.58 $ 0.43 (1) For the three and nine months ended September 30, 2024, the impact of the conversion of Class B common shares to Class A common shares calculated under the if-converted method was dilutive, and as such, (a) 12,733 and 12,782 common shares (assuming the conversion of all outstanding class B common stock) were included in Weighted average outstanding Class A common shares - Diluted and (b) $3.6 million and $6.7 million of non-controlling interest net income (after incremental tax effect from assuming conversion of all outstanding class B common stock), was added back to Net income attributable to GSHD - Basic to arrive at Net income available to GSHD - diluted. For the three and nine months ended September 30, 2023, the impact of the conversion of Class B common shares to Class A common shares is excluded from the calculation of Diluted EPS because inclusion of such shares would be anti-dilutive. (2) Dilutive stock options is computed using the treasury stock method, which are not participating securities. 751 and 1,098 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and nine months ended September 30, 2024 because the effect would have been anti-dilutive. 1,055 and 1,800 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and nine months ended September 30, 2023 because the effect would have been anti-dilutive. |
Non-controlling interest (Table
Non-controlling interest (Tables) | 9 Months Ended |
Sep. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership Interests | The following table summarizes the ownership interest in GF as of September 30, 2024 (in thousands) : September 30, 2024 LLC Units Ownership % Number of LLC Units held by GSHD 24,369 65.7% Number of LLC Units held by non-controlling interest holders 12,722 34.3% Number of LLC Units outstanding 37,091 100.0% |
Organization (Details)
Organization (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 franchise location | Sep. 30, 2023 franchise location | Sep. 30, 2024 location franchise | Sep. 30, 2023 franchise location | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Corporate-owned locations (in locations) | location | 13 | 13 | 13 | 13 |
Franchise locations sold (in franchises) | 30 | 30 | ||
Operating franchise locations (in franchises) | 1,116 | 1,285 | 1,116 | 1,285 |
Franchises purchased (in franchises) | 0 | 0 | 0 | 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) office_lease | Sep. 30, 2023 USD ($) office_lease | Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Number of office locations | office_lease | 1 | 2 | |||
Impairment of property and equipment | $ 100 | $ 1,400 | |||
Impairment of right-of-use-asset | $ 200 | 1,100 | |||
Impairment expense | $ 347 | $ 3,628 | |||
Restricted cash | $ 2,568 | 1,858 | 2,568 | 1,858 | |
Interest income | $ 500 | 0 | $ 1,000 | $ 0 | |
Web domain | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortized over useful life | 15 years | 15 years | |||
Computer Software Costs | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortized over useful life | 3 years | 3 years | |||
Computer Software Costs | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortized over useful life | 10 years | 10 years | |||
Book of Business | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortized over useful life | 8 years | 8 years | |||
Internally Developed Software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment expense | $ 1,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 47,544 | $ 41,956 | $ 35,203 | |
Restricted cash | 2,568 | 1,858 | ||
Cash and cash equivalents, and restricted cash | $ 50,112 | $ 44,047 | $ 37,061 | $ 30,387 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 9 Months Ended |
Sep. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Franchise fees, term of contract | 10 years |
Amortization period | 10 years |
Franchise license revenue period | 10 years |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 78,035 | $ 71,030 | $ 220,583 | $ 198,262 |
Renewal Commissions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20,215 | 19,036 | 56,767 | 53,395 |
New Business Commissions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,249 | 6,125 | 18,612 | 17,899 |
Agency Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,989 | 2,008 | 6,036 | 6,642 |
Contingent Commissions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,490 | 4,811 | 7,367 | 10,701 |
Renewal Royalty Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 38,070 | 30,040 | 103,951 | 80,344 |
New Business Royalty Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,994 | 5,910 | 20,396 | 17,819 |
Initial Franchise Fees | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,413 | 2,430 | 5,288 | 8,780 |
Other Franchise Revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 385 | 349 | 1,440 | 1,547 |
Interest Income | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 231 | 321 | 725 | 1,135 |
Transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 28,453 | 27,169 | 81,415 | 77,936 |
Transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 49,582 | $ 43,861 | $ 139,168 | $ 120,326 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Cost to obtain franchise contracts | $ 1,925 | $ 2,309 | |
Increase (decrease) in cost to obtain franchise contracts | (384) | ||
Commissions and agency fees receivable, net | 9,679 | 12,903 | |
Increase (decrease) in commissions and agency fees receivable, net | (3,224) | ||
Receivables from franchisees | 14,905 | 18,989 | |
Increase (decrease) in receivables from franchisees | (4,084) | ||
Contract liabilities | 19,047 | $ 27,099 | |
Increase (decrease) in contract liability | (8,052) | $ (14,594) | |
Contract Liability [Roll Forward] | |||
Contract liabilities at December 31, 2023 | 27,099 | ||
Revenue recognized during the period | (5,288) | ||
New deferrals | 2,135 | ||
Write offs | (4,899) | ||
Contract liabilities at September 30, 2024 | $ 19,047 |
Franchise Fees Receivable - Sch
Franchise Fees Receivable - Schedule of Franchise Fees Receivable (Details) - Franchise Fees Receivable - USD ($) $ in Thousands | Sep. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Franchise fees receivable | $ 6,634 | $ 15,096 | ||
Less: Unamortized discount | (1,885) | (4,388) | ||
Less: Allowance for uncollectible franchise fees | (38) | (223) | $ (285) | $ (487) |
Net franchise fees receivable | $ 4,711 | $ 10,485 |
Franchise Fees Receivable - S_2
Franchise Fees Receivable - Schedule of Allowance for Uncollectible Franchise Fees (Details) - Franchise Fees Receivable - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 223 | $ 487 |
Charges to bad debts | 402 | 963 |
Write offs | (587) | (1,165) |
Ending balance | $ 38 | $ 285 |
Allowance for Uncollectible A_3
Allowance for Uncollectible Agency Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Charges to bad debts | $ 565 | $ 797 | $ 2,345 | $ 3,352 |
Agency Fees | ||||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | 508 | 450 | ||
Charges to bad debts | 1,165 | 1,174 | ||
Write offs | (1,318) | (1,004) | ||
Ending balance | $ 355 | $ 620 | $ 355 | $ 620 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Total | $ 53,338 | $ 52,834 | |
Less accumulated depreciation | (27,970) | (22,518) | |
Property and equipment, net | 25,369 | 30,316 | |
Depreciation | 5,500 | $ 5,700 | |
Furniture & fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total | 11,409 | 11,306 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total | 4,887 | 4,482 | |
Network equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total | 478 | 436 | |
Phone system | |||
Property, Plant and Equipment [Line Items] | |||
Total | 326 | 326 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 36,238 | $ 36,285 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible assets, gross | $ 28,703 | $ 20,404 | |
Less: accumulated amortization | (5,473) | (3,138) | |
Intangible assets, net | 23,230 | 17,266 | |
Amortization expense | 2,300 | $ 1,100 | |
Computer software & web domain | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible assets, gross | 21,808 | 13,509 | |
Books of business | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible assets, gross | $ 6,895 | $ 6,895 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Millions | 9 Months Ended | |||
Sep. 30, 2024 USD ($) | Apr. 24, 2024 USD ($) | Jul. 21, 2021 USD ($) | Jul. 20, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Interest Rate | 2% | |||
Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Principal amount of debt | $ 25 | |||
Letter of credit | $ 0.2 | |||
Remaining borrowing availability | 74.8 | |||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing availability | 25 | $ 50 | $ 25 | |
Revolver balance | $ 0 | |||
Notes Payable to Bank | ||||
Debt Instrument [Line Items] | ||||
Principal amount of debt | $ 80 | |||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Principal amount of debt | $ 100 | |||
EBITDA ratio | 4 | |||
Secured Debt | Debt Repayment, First Twelve Months | ||||
Debt Instrument [Line Items] | ||||
Periodic payment | $ 2.5 | |||
Secured Debt | Debt Repayment, Balloon Payment | ||||
Debt Instrument [Line Items] | ||||
Periodic payment | $ 80.5 | |||
2nd Amendment | ||||
Debt Instrument [Line Items] | ||||
Additional commitments | $ 75 |
Debt - Schedule of Interest Rat
Debt - Schedule of Interest Rate Dependent of Leverage Ratio (Details) | 9 Months Ended |
Sep. 30, 2024 | |
Debt Instrument [Line Items] | |
Interest Rate | 2% |
Less than 1.50 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 1.50 |
Interest Rate | 1.75% |
Greater than 1.50 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 1.50 |
Interest Rate | 2% |
Greater than 2.50 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 2.50 |
Interest Rate | 2.25% |
Greater than 3.50 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 3.50 |
Interest Rate | 2.50% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Note Payable (Details) $ in Thousands | Sep. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 2,516 |
2025 | 10,063 |
2026 | 83,015 |
2027 | 0 |
2028 | 0 |
Total | $ 95,594 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Income Tax Contingency [Line Items] | |||||
Tax (benefit) expense | $ 2,315,000 | $ 724,000 | $ (3,272,000) | $ 2,944,000 | |
Effective income tax rate | 16% | 6% | (15.00%) | 14% | |
Deferred income taxes, net | $ 190,368,000 | $ 190,368,000 | $ 181,209,000 | ||
Uncertain tax positions | $ 0 | $ 0 | |||
LLC Units | |||||
Income Tax Contingency [Line Items] | |||||
Redemption of LLC Units (in shares) | 26,000 | 232,000 | |||
Pre-IPO LLC | |||||
Income Tax Contingency [Line Items] | |||||
Liabilities under the tax receivable agreement | $ 160,700,000 | $ 160,700,000 | |||
Liabilities under the tax receivable agreement, current | $ 4,900,000 | 4,900,000 | |||
Liabilities under tax receivable agreements, remeasuremnt amount | $ 6,700,000 | ||||
Pre-IPO LLC | LLC Units | |||||
Income Tax Contingency [Line Items] | |||||
Redemption of LLC Units (in shares) | 25,700 | 231,829 | |||
Tax Receivable Agreement | |||||
Income Tax Contingency [Line Items] | |||||
Percentage due to related parties | 85% | ||||
Tax Receivable Agreement | Pre-IPO LLC | |||||
Income Tax Contingency [Line Items] | |||||
Percentage due to related parties | 85% |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 USD ($) vote shares | Sep. 30, 2024 USD ($) vote shares | Apr. 24, 2024 USD ($) | Dec. 31, 2023 shares | |
Class of Stock [Line Items] | ||||
Conversion ratio, Class B shares and related units | 1 | 1 | ||
Share repurchase program, authorized amount | $ | $ 36,800,000 | $ 36,800,000 | $ 100,000,000 | |
Decrease to estimated excise tax liability | $ | $ 100,000 | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock shares outstanding (in shares) | shares | 24,369 | 24,369 | 24,966 | |
Vote per share (in votes) | vote | 1 | 1 | ||
Stock repurchased and retired during period (in shares) | shares | 0 | 1,045 | ||
Common stock repurchased and retired | $ | $ 0 | $ 63,500,000 | ||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock shares outstanding (in shares) | shares | 12,722 | 12,722 | 12,954 | |
Vote per share (in votes) | vote | 1 | 1 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Pro forma earnings per share: | ||||
Net income attributable to GSHD - Basic | $ 7,559 | $ 6,934 | $ 15,571 | $ 10,519 |
Less: net income attributable to non-controlling interests | 5,048 | 4,339 | 9,720 | 7,753 |
Add: income tax effect on income attributable to non-controlling interests assuming conversion of Class B common shares | (1,446) | 0 | (3,012) | 0 |
Net income available to GSHD - Diluted | $ 11,161 | $ 11,273 | $ 22,279 | $ 18,272 |
Weighted average outstanding Class A common shares - Basic (in shares) | 24,293 | 24,124 | 24,689 | 23,674 |
Earnings per share of Class A common stock - basic (in dollars per share) | $ 0.31 | $ 0.29 | $ 0.63 | $ 0.44 |
Weighted average outstanding Class B common shares (if-converted) | 12,733 | 0 | 12,782 | 0 |
Effect of dilutive securities, stock options (in shares) | 916 | 767 | 797 | 601 |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 37,942 | 24,891 | 38,269 | 24,274 |
Earnings per share of Class A common stock - diluted (in dollars per share) | $ 0.29 | $ 0.28 | $ 0.58 | $ 0.43 |
Noncontrolling interest, net interest income from diluted | $ 3,600 | $ 6,700 | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,055 | |||
Class A Common Stock | ||||
Pro forma earnings per share: | ||||
Earnings per share of Class A common stock - basic (in dollars per share) | $ 0.31 | $ 0.29 | $ 0.63 | 0.44 |
Earnings per share of Class A common stock - diluted (in dollars per share) | $ 0.29 | $ 0.28 | $ 0.58 | $ 0.43 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 751 | 1,098 | 1,800 |
Non-controlling interest - Narr
Non-controlling interest - Narrative (Details) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2024 USD ($) shares | Sep. 30, 2024 USD ($) shares | |
Noncontrolling Interest [Line Items] | ||
Distributions | $ | $ 3.9 | $ 8.2 |
Pre-IPO LLC | ||
Noncontrolling Interest [Line Items] | ||
Distributions | $ | 2.1 | 4.3 |
Goosehead Financial, LLC | ||
Noncontrolling Interest [Line Items] | ||
Distributions | $ | $ 6 | $ 12.5 |
Noncontrolling interest holders | ||
Noncontrolling Interest [Line Items] | ||
Ownership interest held by non-controlling interest holders | 0.344 | 0.341 |
LLC Units | ||
Noncontrolling Interest [Line Items] | ||
Conversion ratio | 1 | |
Redemption of LLC Units (in shares) | 26 | 232 |
LLC Units | Noncontrolling interest holders | ||
Noncontrolling Interest [Line Items] | ||
Redemption of LLC Units (in shares) | 26 | 232 |
Class A Common Stock | ||
Noncontrolling Interest [Line Items] | ||
Redemption of LLC Units (in shares) | 26 | 232 |
Class B Common Stock | ||
Noncontrolling Interest [Line Items] | ||
Redemption of LLC Units (in shares) | 26 | 232 |
Non-controlling interest - Sche
Non-controlling interest - Schedule of Ownership interests (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2024 shares | |
Noncontrolling Interest [Line Items] | |
Number of LLC units outstanding (in shares) | 37,091 |
Noncontrolling interest, ownership percentage | 100% |
Goosehead Financial, LLC | |
Noncontrolling Interest [Line Items] | |
Ownership interest held by Goosehead Insurance, Inc. | 65.70% |
Noncontrolling interest holders | |
Noncontrolling Interest [Line Items] | |
Ownership interest held by non-controlling interest holders | 34.30% |
Parent | |
Noncontrolling Interest [Line Items] | |
Number of LLC units outstanding (in shares) | 24,369 |
Non-controlling interest | |
Noncontrolling Interest [Line Items] | |
Number of LLC units outstanding (in shares) | 12,722 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 7.1 | $ 6.5 | $ 21.1 | $ 19 |