Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 214 | ||
Local Phone Number | 838-5500 | ||
Title of 12(b) Security | Class A Common Stock, par value $.01 per share | ||
Trading Symbol | GSHD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,076,221,628 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive Proxy Statement for its 2022 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2021, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001726978 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,216,949 | ||
Class B Common Stock | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 16,890,399 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Dallas, Texas |
Auditor Firm ID | 34 |
Consolidated statements of oper
Consolidated statements of operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Revenues | $ 151,312 | $ 117,014 | $ 77,486 |
Operating Expenses: | |||
Employee compensation and benefits | 93,038 | 66,819 | 41,715 |
General and administrative expenses | 41,729 | 25,532 | 19,042 |
Bad debts | 2,999 | 1,576 | 725 |
Depreciation and amortization | 4,873 | 3,147 | 1,931 |
Total operating expenses | 142,639 | 97,074 | 63,413 |
Income from operations | 8,673 | 19,940 | 14,073 |
Other Income: | |||
Other income | 185 | 90 | 0 |
Interest expense | (2,854) | (2,310) | (2,387) |
Income before taxes | 6,004 | 17,720 | 11,686 |
Tax expense (benefit) | (2,292) | (1,035) | 1,304 |
Net Income | 8,296 | 18,755 | 10,382 |
Less: net income attributable to non-controlling interests | 2,893 | 9,468 | 6,815 |
Net Income attributable to Goosehead Insurance Inc. | $ 5,403 | $ 9,287 | $ 3,567 |
Earnings per share: | |||
Basic (in dollars per share) | $ 0.28 | $ 0.55 | $ 0.24 |
Diluted (in dollars per share) | 0.26 | 0.51 | 0.22 |
Class A Common Stock | |||
Earnings per share: | |||
Basic (in dollars per share) | 0.28 | 0.55 | 0.24 |
Diluted (in dollars per share) | $ 0.26 | $ 0.51 | $ 0.22 |
Weighted average shares of Class A common stock outstanding | |||
Basic (in shares) | 19,181 | 16,785 | 14,864 |
Diluted (in shares) | 20,813 | 18,383 | 16,100 |
Commissions and agency fees | |||
Revenues: | |||
Revenues | $ 82,651 | $ 71,811 | $ 46,366 |
Franchise revenues | |||
Revenues: | |||
Revenues | 67,508 | 44,390 | 30,503 |
Interest income | |||
Revenues: | |||
Revenues | $ 1,153 | $ 813 | $ 617 |
Consolidated balance sheets
Consolidated balance sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 28,526 | $ 24,913 |
Restricted cash | 1,953 | 1,323 |
Commissions and agency fees receivable, net | 12,056 | 18,604 |
Receivable from franchisees, net | 493 | 2,100 |
Prepaid expenses | 4,785 | 3,705 |
Total current assets | 47,813 | 50,645 |
Receivable from franchisees, net of current portion | 29,180 | 18,179 |
Property and equipment, net of accumulated depreciation | 24,933 | 16,650 |
Right-of use asset | 32,656 | 22,513 |
Intangible assets, net of accumulated amortization | 2,798 | 549 |
Deferred income taxes, net | 125,676 | 73,363 |
Other assets | 4,742 | 3,938 |
Total assets | 267,798 | 185,837 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 10,502 | 8,101 |
Premiums payable | 1,953 | 1,323 |
Lease liability | 4,893 | 3,203 |
Contract liabilities | 6,054 | 4,233 |
Note payable | 4,375 | 3,500 |
Total current liabilities | 27,777 | 20,360 |
Lease liability, net of current portion | 47,335 | 32,933 |
Note payable, net of current portion | 118,361 | 79,408 |
Contract liabilities, net of current portion | 42,554 | 29,968 |
Liabilities under tax receivable agreement, net of current portion | 100,959 | 61,572 |
Total liabilities | 336,986 | 224,241 |
Commitments and contingencies (see notes 9, 15, and 17) | ||
Additional paid in capital | 46,281 | 29,371 |
Accumulated deficit | (60,671) | (34,614) |
Total stockholders' equity and members' deficit | (14,020) | (4,876) |
Non-controlling interests | (55,168) | (33,528) |
Total equity | (69,188) | (38,404) |
Total liabilities and equity | 267,798 | 185,837 |
Class A Common Stock | ||
Current Liabilities: | ||
Common stock | 200 | 183 |
Class B Common Stock | ||
Current Liabilities: | ||
Common stock | $ 170 | $ 184 |
Consolidated balance sheets (Pa
Consolidated balance sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class A Common Stock | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock shares issued (in shares) | 20,198,005 | 18,303,649 |
Common stock shares outstanding (in shares) | 20,198,005 | 18,303,649 |
Class B Common Stock | ||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock shares issued (in shares) | 16,909,343 | 18,446,689 |
Common stock shares outstanding (in shares) | 16,909,343 | 18,446,689 |
Consolidated statement of stock
Consolidated statement of stockholders' equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Class A Common Stock | Class B Common Stock | Total stockholders' equity | Total stockholders' equityCumulative Effect, Period of Adoption, Adjustment | Common stockClass A Common Stock | Common stockClass B Common Stock | Additional paid in capital | Accumulated deficit | Accumulated deficitCumulative Effect, Period of Adoption, Adjustment | Non-controlling interest | Non-controlling interestCumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2018 | 13,799 | 22,486 | |||||||||||
Beginning balance at Dec. 31, 2018 | $ (25,203) | $ (1,358) | $ (8,500) | $ (517) | $ 138 | $ 224 | $ 11,899 | $ (20,761) | $ (517) | $ (16,703) | $ (841) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Distributions | (3,739) | (3,739) | |||||||||||
Dividends declared | (15,000) | (5,962) | (5,962) | (9,038) | |||||||||
Net income | $ 10,382 | 3,567 | 3,567 | 6,815 | |||||||||
Exercise of stock options (in shares) | 0 | ||||||||||||
Equity-based compensation | $ 1,526 | 1,526 | 1,526 | ||||||||||
Activity under employee stock purchase plan (in shares) | 8 | ||||||||||||
Activity under employee stock purchase plan | 325 | 325 | 325 | ||||||||||
Redemption of LLC Units (in shares) | (1,431) | (1,431) | |||||||||||
Redemption of LLC Units | 0 | (1,368) | $ 14 | $ (14) | (1,368) | 1,368 | |||||||
Deferred tax adjustments related to Tax Receivable Agreement | 2,060 | 2,060 | 2,060 | ||||||||||
Reallocation of Non-controlling interest | 0 | (138) | (138) | 138 | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 15,238 | 21,055 | |||||||||||
Ending balance at Dec. 31, 2019 | (31,007) | (9,007) | $ 152 | $ 210 | 14,442 | (23,811) | (22,000) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Distributions | (2,697) | (2,697) | |||||||||||
Dividends declared | (42,000) | (19,895) | (19,895) | (22,105) | |||||||||
Net income | $ 18,755 | 9,287 | 9,287 | 9,468 | |||||||||
Exercise of stock options (in shares) | 450 | 450 | |||||||||||
Exercise of stock options | $ 4,498 | 4,498 | $ 5 | 4,493 | |||||||||
Equity-based compensation | 4,745 | 4,745 | 4,745 | ||||||||||
Activity under employee stock purchase plan (in shares) | 8 | ||||||||||||
Activity under employee stock purchase plan | 542 | 542 | 542 | ||||||||||
Redemption of LLC Units (in shares) | (2,600) | (2,600) | (2,608) | (2,608) | |||||||||
Redemption of LLC Units | 0 | (3,525) | $ 26 | $ (26) | (3,525) | 3,525 | |||||||
Deferred tax adjustments related to Tax Receivable Agreement | 8,760 | 8,674 | 8,674 | 86 | |||||||||
Reallocation of Non-controlling interest | 0 | (195) | (195) | 195 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 18,304 | 18,447 | |||||||||||
Ending balance at Dec. 31, 2020 | (38,404) | (4,876) | $ 183 | $ 184 | 29,371 | (34,614) | (33,528) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Dividends declared | (60,000) | (31,657) | (31,657) | (28,343) | |||||||||
Net income | $ 8,296 | 5,403 | 5,403 | 2,893 | |||||||||
Exercise of stock options (in shares) | 351 | 349 | |||||||||||
Exercise of stock options | $ 3,795 | 3,795 | $ 3 | 3,792 | |||||||||
Equity-based compensation | 7,292 | 7,292 | 7,292 | ||||||||||
Activity under employee stock purchase plan (in shares) | 7 | ||||||||||||
Activity under employee stock purchase plan | 796 | 796 | 796 | ||||||||||
Redemption of LLC Units (in shares) | (1,500) | (1,500) | (1,538) | (1,538) | |||||||||
Redemption of LLC Units | 0 | (3,728) | $ 14 | $ (14) | (3,728) | 3,728 | |||||||
Deferred tax adjustments related to Tax Receivable Agreement | 9,037 | 8,758 | 8,758 | 279 | |||||||||
Reallocation of Non-controlling interest | 0 | 197 | 197 | (197) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 20,198 | 16,909 | |||||||||||
Ending balance at Dec. 31, 2021 | $ (69,188) | $ (14,020) | $ 200 | $ 170 | $ 46,281 | $ (60,671) | $ (55,168) |
Consolidated statements of cash
Consolidated statements of cash flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 8,296 | $ 18,755 | $ 10,382 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 5,117 | 3,570 | 2,145 |
Bad debt expense | 2,999 | 1,576 | 725 |
Equity based compensation | 7,292 | 4,745 | 1,526 |
Impact of tax receivable agreement | 40,759 | 48,760 | 11,676 |
Deferred income taxes | (43,277) | (49,066) | (11,382) |
Noncash lease expense | 5,949 | 13,623 | 0 |
Changes in operating assets and liabilities: | |||
Receivable from franchisees | (10,599) | (7,085) | (5,161) |
Commissions and agency fees receivable | 4,722 | (12,909) | 2,474 |
Prepaid expenses | (1,080) | (1,718) | (877) |
Other assets | (805) | (2,581) | (346) |
Accounts payable and accrued expenses | 2,956 | 2,541 | 913 |
Deferred rent | 0 | (7,365) | 2,389 |
Contract liabilities | 14,407 | 11,406 | 6,281 |
Premiums payable | 629 | 400 | 547 |
Unearned revenue | 0 | 0 | (51) |
Payments pursuant to the tax receivable agreement | (1,921) | (9) | 0 |
Net cash provided by operating activities | 35,444 | 24,643 | 21,241 |
Cash flows from investing activities: | |||
Proceeds from notes receivable | 32 | 35 | 19 |
Purchase of software | (2,669) | (393) | (403) |
Purchase of property and equipment | (12,738) | (9,975) | (3,694) |
Net cash used for investing activities | (15,375) | (10,333) | (4,078) |
Cash flows from financing activities: | |||
Debt issuance cost | (666) | (677) | 0 |
Repayment of note payable | (4,369) | (27,821) | (2,500) |
Proceeds from notes payable | 44,619 | 64,821 | 0 |
Proceeds from the issuance of Class A common stock | 4,590 | 5,040 | 325 |
Member distributions and dividends to stockholders | (60,000) | (44,697) | (18,739) |
Net cash used for financing activities | (15,826) | (3,334) | (20,914) |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 4,243 | 10,976 | (3,751) |
Cash and cash equivalents, and restricted cash, beginning of period | 26,236 | 15,260 | 19,011 |
Cash and cash equivalents, and restricted cash, end of period | 30,479 | 26,236 | 15,260 |
Supplemental disclosure of cash flow data: | |||
Cash paid during the year for interest | 2,351 | 1,887 | 2,173 |
Cash paid for income taxes | $ 272 | $ 270 | $ 1,175 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization On May 1, 2018 Goosehead Insurance, Inc. ("GSHD") completed the Offering of 9,810 thousand shares of Class A common stock at a price of $10.00 per share, which included 1,280 thousand shares issued pursuant to the underwriter's over-allotment option. GSHD became the sole managing member of Goosehead Financial, LLC (“GF”). GF was organized on January 1, 2016 as a Delaware Limited Liability Company and is headquartered in Westlake, TX. The operations of GF represent the predecessor to GSHD prior to the Offering, and the consolidated entities of GF are described in more detail below. Information for any periods prior to May 1, 2018 relates to GF and its subsidiaries and affiliates. GSHD (collectively with its 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 operations of the corporate-owned units are recorded in Texas Wasatch Insurance Services, L.P. (“TWIS”)—a Texas limited partnership headquartered in Westlake, TX and operating since 2003. TWIS is a wholly owned subsidiary of GF. The Company had fifteen corporate-owned locations in operation at December 31, 2021, nine at December 31 2020, and seven at 2019. The operations of the franchise units are recorded in Goosehead Insurance Agency, LLC (“GIA”)—a Delaware limited liability company headquartered in Westlake, TX and operating since 2011. GIA is 100% owned by Goosehead Insurance Holdings ("GIH"), which is 100% owned by GF. Franchisees are provided access to insurance Carrier Appointments, product training, technology infrastructure, client service centers and back office services. During years ended December 31, 2021, 2020, and 2019, the Company onboarded 405, 337, and 247 franchise locations, respectively and had 1,198, 891, and 614 operating franchise locations as of December 31, 2021, 2020 and 2019 respectively. No franchises were purchased by the Company during the years ended December 31, 2021, 2020, and 2019. In connection with the Offering, both Goosehead Management, LLC (“GM”) and Texas Wasatch Insurance Holdings Group LLC (“TWIHG”) became wholly owned indirect subsidiaries of GF. Both GM and TWIHG are non-operating holding companies created to receive management fees from the operating entities TWIS and GIA. Reorganization Transactions In connection with the Offering, the Company completed the following transactions (the "Reorganization Transactions"): • The GF limited liability company agreement was amended to, among other things, i) appoint GSHD as the sole managing member of GF and ii) modify the capital structure of GF by reclassifying the interests previously held by Pre-IPO LLC Members into a single new class of non-voting LLC Units. • GSHD was authorized to issue two classes of common stock. 9,810 thousand shares of Class A common stock were issued pursuant to the Offering, including the underwriters' over-allotment option. 22,747 thousand shares of Class B common stock were issued to the Pre-IPO LLC Members in an amount equal to the number of LLC Units held by each such Pre-IPO LLC Member in exchange for certain management rights of GF. Each share of Class A common stock and Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of GSHD's stockholders. Each share of Class B common stock can be exchanged for one share of Class A common stock or, at GSHD's discretion, a cash payment equal to the volume weighted average market price of one share of Class A common stock, thus canceling the share of Class B common stock on a one-for-one basis. • The Goosehead Management Holders and Texas Wasatch Holders indirectly transferred their ownership interests in GM and TWIHG, respectively, to GSHD in exchange for the Goosehead Management Note and Texas Wasatch Note. The aggregate principal amount of the Goosehead Management Note and the Texas Wasatch Note was approximately $114 million. Because the net proceeds from the Offering were insufficient to repay the aggregate principal amount of the notes, 3,724 thousand shares of Class A common stock were issued to the Goosehead Management Holders and the Texas Wasatch Holders for the difference. GSHD contributed direct and indirect ownership interests in each of TWIHG and GM to GF. Following completion of the Reorganization Transactions and the Offering, GSHD owned 37.3% of GF and the Pre-IPO LLC Members owned the remaining 62.7%. GSHD is the sole managing member of GF and, although GSHD holds a minority economic interest in GF, GSHD has the sole voting power and control of management of GF. Accordingly, GSHD consolidates the financial results of GF and reports non-controlling interest in GSHD's consolidated financial statements. |
Basis of presentation and signi
Basis of presentation and significant accounting policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and significant accounting policies | Basis of presentation and significant accounting policies Basis of Presentation The accompanying audited consolidated financial statements of GSHD and our subsidiaries are presented in accordance with the rules and regulations of the SEC for annual reports on Form 10-K and are prepared in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. Impact of the coronavirus (“COVID-19”) pandemic To date, the pandemic has not increased our costs of or access to capital under our term note and revolving credit facility, and we do not believe it is reasonably likely to do so in the future. In addition, we do not believe that the pandemic will affect our ongoing ability to meet the covenants in our debt instruments, including under our term note and revolving credit facility. To date, the pandemic has not impacted the collectability of receivables or adversely affected our ability to generate new business, add new franchises, or retain existing franchises or policies.Changes in consumer behavior linked to the COVID-19 pandemic may have contributed to reduced loss ratios through the twelve months ended December 31, 2020, increasing the amount of revenue from Contingent Commissions the Company received. Due to the nature of our business, the effect of the COVID-19 pandemic may not be fully reflected in our results of operations until future periods. Significant accounting policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates as more information becomes known. Cash and cash equivalents The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits; however, the Company has not historically experienced any losses in these accounts. The Company believes it is not exposed to any significant credit risk. The Company currently holds no financial instruments that would be considered cash equivalents. Restricted cash The Company holds premiums received from the insured, but not yet remitted to the insurance carrier in a fiduciary capacity. Premiums received but not yet remitted included in restricted cash were $2.0 million and $1.3 million as of December 31, 2021 and 2020, respectively. The following is a reconciliation of our cash and restricted cash balances as presented in the consolidated statement of cash flows for the years ended December 31, 2021, 2020, and 2019 (in thousands): December 31, 2021 2021 2020 2019 Cash and cash equivalents $ 28,526 $ 24,913 $ 14,337 Restricted cash 1,953 1,323 923 Cash and cash equivalents, and restricted cash $ 30,479 $ 26,236 $ 15,260 Commissions and agency fees receivable Upon issuance of a new policy, the Company typically collects the first premium payment from the insured, and then will remit the full premium amount to the insurance carriers. The insurance carriers collect the remaining premiums directly from the insureds and remit the applicable commissions to the Company. Accordingly, as reported in the accompanying consolidated balance sheet, commissions are receivables from the insurance carriers. These direct-bill arrangements consist of a high volume of transactions with small premium amounts, with the billing controlled by the insurance carriers. The income statement and balance sheet effects of the commissions are recorded at the contract effective date and generally are based on a percentage of premiums for insurance coverage. During 2021, the Company wrote with over 145 insurance carriers, of which 53 provided national coverage. In 2021, two carriers represented more than 10% of total revenue at 17% and 11%. In 2020, three carriers represented more than 10% of total revenue at 20%, 13%, and 12%. In 2019, two carriers represented more than 10% of total revenue at 16% and 10%. In select states, agents have the option to charge an agency fee for the placement of the insurance policy. These non-refundable fees are recorded as receivable on the date the policy is effective with the insurance carrier. Allowance for uncollectible agency fees The Company records agency fees receivable net of an allowance for estimated uncollectible accounts to reflect any loss anticipated for the related agency fees receivable balances and charge to bad debts. The agency fees receivable balance consists of numerous small-balance, homogeneous accounts. The Company calculates the allowance based on collection history and writes off all uncollected agency fee balances outstanding over ninety days. Receivable from franchisees Receivable from franchisees consists of franchise fees receivable, net of allowance for uncollectible franchise fees and unamortized discount on franchise fees, royalty fees receivable, and notes receivable from franchisees. Franchise fees receivable At the start date of the franc hise agreement, an entry to franchise fees receivable is recorded along with an entry for a contract liability, to be amortized to franchise fees within Franchise revenues over the 10-year life of the franchise contract. Franchis ees have the option to pay the full amount of franchise fees up front or to pay a deposit up front and the remaining balance by payment plan over time. The franchisees that elect to pay the initial franchise fee over a term extending greater than one year pay in total an amount that exceeds the amount due had they paid the full amount up front. As such, the payment plan option is treated as a zero-interest rate note, which creates an imputation of interest. The imputed interest is recorded as a discount on the franchise fee receivable and amortized using the effective interest rate method over the life of the payment plan. The amount of interest recorded in 2021, 2020, and 2019 related to franchise fees on a payment plan was $1.1 million, $0.8 million, and $0.6 million, respectively, and is included in Interest income. Allowance for uncollectible franchise fees receivable The Company records franchise fees receivable net of an allowance for estimated uncollectible accounts to reflect any loss anticipated related to the franchise fees receivable balances and charged to bad debts. The franchise fees receivable balance consists of numerous small-balance, homogeneous accounts. The Company calculates the allowance based on our history of write offs for all franchise accounts. Franchise fees receivable and the related allowance is charged off to bad debts if the franchisee owing the balance terminates. Royalty fees receivable Royalty fees are recorded at the point in time when the policy becomes effective with the insurance carrier. The royalty fees are secured by the commissions of the franchisee with no historical losses incurred for uncollectible royalty fees. As such, there is no allowance for doubtful accounts relating to royalty fees. Revenue recognition The adoption of ASC 606 on January 1, 2019 has increased the significance of judgments and estimates management must make to apply the guidance. In particular, judgments related to the amount of variable revenue consideration to ultimately be received on commission revenue, royalty fees, and contingent commissions, which were previously recognized when the Company received notification from the insurance carrier, now require significant judgments and estimates. The Company adjusts its estimates of revenue recognized for commissions and royalty fees based on cash collections during the terms of the policies. Under the new standard, certain costs to obtain or fulfill a contract that were previously expensed as incurred have been capitalized. The Company capitalizes the incremental costs to obtain contracts primarily related to commission payments. These deferred costs are amortized over the expected life of the underlying franchise fee, and are included in Other assets in the Company's consolidated balance sheet as of December 31, 2021. Property & equipment The Company carries fixed assets at cost, less accumulated depreciation, as stated in the accompanying consolidated balance sheets. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of five years for furniture, fixtures and equipment and three years for computer equipment. Leasehold improvements are also amortized using the straight-line method and are amortized over the shorter of the remaining term of the lease or the useful life of the improvement. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization is removed from the related accounts, and the resulting gain or loss, if any, is reflected in income. Intangible assets Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company’s web domain and computer software costs. The web domain is amortized over a useful life of fifteen years and software costs are amortized over a useful life of three years. Premiums payable Premiums payable represent premium payments that have been received from insureds, but not yet remitted to the insurance carriers. Deferred financing costs Deferred financing costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense in accordance with the related debt agreements. Deferred financing costs are included as a reduction in notes payable on the accompanying consolidated balance sheets. Lease Accounting The primary leased asset class of the Company is real estate. For leases with an original term longer than one year, lease liabilities are initially recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term, including non-lease components such as fixed common area maintenance costs and other fixed costs for generally all leases. A corresponding right of use ("ROU") asset is initially recognized equal to the lease liability adjusted for any lease prepayments, initial direct costs and lease incentives and amortized into rent expense, which is mapped to general and administrative expenses in the consolidated statements of operations. The discount rates used in determining the present value of leases represent our collateralized borrowing rate considering each lease's term. The lease term includes options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Certain leases have renewal options that can be exercised at the discretion of the Company. Rent expense is generally recognized on a straight-line basis over the lease term and included in General and administrative expenses in the Consolidated Statement of Operations. See Note 15 for further information. Deferred Rent Deferred rent consists of rent abatement affecting the timing of cash rent payments related to the Company’s corporate office leases, as well as lease incentives such as construction allowances. In 2019, deferred rent was record as a liability and amortized over the lease term as a reduction to rent expense. In 2020, upon the adoption of ASC 842, the entire cumulative deferred rent balance under ASC 840 was treated as an adjustment to the ROU balance. Income Taxes Prior to the Offering, GF was treated as a partnership for U.S. federal and applicable state and local income tax purposes. As a partnership, GF's taxable income or loss was included in the taxable income of its members. Accordingly, no income tax expense was recorded for federal and state and local jurisdictions for periods prior to the Offering. In connection with the Offering completed on May 1, 2018, the Company became a taxable entity. 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. Advertising The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2021, 2020, and 2019 was $1.3 million, $0.9 million, and $0.8 million. Recently adopted accounting pronouncements Simplifying the Accounting for Income Taxes (ASU 2019-12) : In 2019, the Financial Accounting Standards Board issued ASU 2019-12 to simplify the accounting for income taxes. The guidance primarily addresses how to (1) recognize a deferred tax liability after we transition to or from the equity method of accounting, (2) evaluate if a step-up in the tax basis of goodwill is related to a business combination or is a separate transaction, (3) recognize all of the effects of a change in tax law in the period of enactment, including adjusting the estimated annual tax rate, and (4) include the amount of tax based on income in the income tax provision and any incremental amount as a tax not based on income for hybrid tax regimes. We adopted the guidance in the first quarter of 2021. The adoption did not have a material impact on our consolidated financial statements or related disclosures. Reference Rate Reform (ASU 2020-04) : In March 2020, the Financial Accounting Standards Board issued ASU 2020-04. Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. A substantial portion of our indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR. The adoption of ASU 2020-04 did not have a material impact on our consolidated financial statements. The standard will ease, if warranted, the administrative requirements for accounting for the future effects of the rate reform. Our debt agreement contains a provision to move to the Secured Overnight Financing Rate ("SOFR") if or when LIBOR is phased out. Leases (ASU 2016-02) : ASU 2016-02 amended the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new guidance also required additional disclosures about leases. The Company adopted the requirements of the new standard as of the first day of 2020 using the modified retrospective approach, without restating comparative periods. As part of our adoption, we elected the package of practical expedients, as well as the hindsight practical expedient, permitted under the new guidance, which, among other things, allowed the Company to continue utilizing historical classification of leases. For those leases that fall under the definition of a short-term lease, the Company elected the short-term lease recognition exemption. The adoption of the new standard resulted in the recording of a right-of-use asset of $11.2 million and lease liabilities of $18.5 million, and had no impact on retained earnings as of the beginning of 2020. The standard did not materially impact our Consolidated Statements of Operations and had no impact on cash flows. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Commissions and agency fees The Company earns new and renewal commissions paid by insurance Carriers and fees paid by its clients for the binding of insurance coverage. The transaction price is set as the estimated commissions to be received over the term of the policy based on an estimate of premiums placed, policy changes and cancellations, net of a constraint. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. C ommissions from insurance carriers, net of estimated policy changes and cancellations, are recognized as revenue at the effective date of the policy. Significant factors in determining our estimates of policy changes and cancellations include forecasted commissions revenue, which is estimated based on historical experience and assumptions concerning future customer behavior and market conditions. Subsequent adjustments to estimated policy changes and cancellations are possible as facts and circumstances change over time. These commission revenues are now generally recognized earlier than they had been previously. 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, net of constraint, as the underlying policies are placed. 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. In connection with Topic 606, contingent commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions for the period over which the contract applies. The resulting effect on the timing of recognizing contingent commissions will now more closely follow 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 estimates the anticipated amount of the royalties to be received over the term of the policy based on an estimate of premiums placed by the franchisee, policy changes, and cancellations, net of a constraint. Revenue from Royalty Fees is recognized over time as the placement of the underlying policies occur. Royalty fees are recognized over time as the underlying policies are placed, which is on the effective date of the policies. Recognition of royalty fees generally takes place earlier under Topic 606. 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 adoption of ASC 340 resulted in the Company deferring certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Franchise Channel, in which the Company pays an incremental amount of compensation on 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 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 tables disaggregates revenue by segment and source (in thousands) : Year Ended December 31, 2021 Franchise Channel Corporate Channel Total Type of revenue stream: Commissions and agency fees Renewal Commissions $ — $ 39,111 $ 39,111 New Business Commissions — 22,108 22,108 Agency Fees — 11,506 11,506 Contingent Commissions 7,378 2,548 9,926 Franchise revenues Renewal Royalty Fees 46,079 — 46,079 New Business Royalty Fees 14,616 — 14,616 Initial Franchise Fees 6,516 — 6,516 Other Franchise Revenues 297 — 297 Interest Income 1,153 — 1,153 Total Revenues $ 76,039 $ 75,273 $ 151,312 Timing of revenue recognition: Transferred at a point in time $ — $ 72,725 $ 72,725 Transferred over time 76,039 2,548 78,587 Total Revenues $ 76,039 $ 75,273 $ 151,312 Year Ended December 31, 2020: Franchise Channel Corporate Channel Total Type of revenue stream: Commissions and agency fees Renewal Commissions $ — $ 28,891 $ 28,891 New Business Commissions — 17,324 17,324 Agency Fees — 8,921 8,921 Contingent Commissions 10,754 5,921 16,675 Franchise revenues — Renewal Royalty Fees 29,309 — 29,309 New Business Royalty Fees 10,623 — 10,623 Initial Franchise Fees 4,236 — 4,236 Other Franchise Revenues 222 — 222 Interest Income 813 — 813 Total Revenues $ 55,957 $ 61,057 $ 117,014 Timing of revenue recognition: Transferred at a point in time $ — $ 55,136 $ 55,136 Transferred over time 55,957 5,921 61,878 Total Revenues $ 55,957 $ 61,057 $ 117,014 Contract Balances The following table provides information about receivables, cost to obtain, and contract liabilities from contracts with customers (in thousands) : December 31, 2021 December 31, 2020 Increase/(decrease) Cost to obtain franchise contracts (1) $ 1,973 $ 1,412 $ 561 Commissions and agency fees receivable, net (2) 12,056 18,604 (6,548) Receivable from franchisees, net (2) 29,673 20,279 9,394 Contract liabilities (2)(3) 48,608 34,201 14,407 (1) Cost to obtain franchise contracts is included in Other assets on the 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) : December 31, 2021 December 31, 2020 Contract liability at beginning of period $ 34,201 $ 22,795 Revenue recognized during the period (6,516) (4,236) New deferrals (1) 20,923 15,642 Contract liability at end of period $ 48,608 $ 34,201 (1) Initial franchise fees where the consideration is received from the customer for services which are to be transferred to the franchisee over the term of the franchise agreement Anticipated Future Recognition of Deferred Initial Franchise Fees The following table reflects the estimated initial franchise fees (contract liability) to be recognized in the future related to performance obligations that are unsatisfied at the end of the period (in thousands) : Estimate for the year ended December 31: 2022 $ 6,054 2023 5,969 2024 5,904 2025 5,767 2026 5,629 Thereafter 19,285 $ 48,608 |
Franchise fees receivable
Franchise fees receivable | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Franchise fees receivable | Franchise fees receivable The balance of Franchise fees receivable included in receivable from franchisees in the consolidated balance sheets consisted of the following (in thousands) : December 31 2021 2020 Franchise fees receivable $ 40,171 $ 25,757 Less: Unamortized discount (9,518) (6,553) Less: Allowance for uncollectible franchise fees (303) (149) Total franchise fees receivable $ 30,350 $ 19,055 Activity in the allowance for uncollectible franchise fees was as follows (in thousands) : Allowance for Uncollectible Franchise Fees: Balance at December 31, 2019 $ 52 Charges to bad debts 387 Write offs (290) Balance at December 31, 2020 149 Charges to bad debts 1,173 Write offs (1,019) Balance at December 31, 2021 $ 303 |
Allowance for uncollectible age
Allowance for uncollectible agency fees | 12 Months Ended |
Dec. 31, 2021 | |
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) : Allowance for Uncollectible Agency Fees: Balance at December 31, 2019 $ 178 Charges to bad debts 1,189 Write offs (899) Balance at December 31, 2020 $ 468 Charges to bad debts 1,826 Write offs (1,805) Balance at December 31, 2021 $ 489 |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment Property and equipment consisted of the following at (in thousands) : December 31, 2021 2020 Furniture & fixtures $ 7,283 $ 4,404 Computer equipment 3,369 2,453 Network equipment 514 352 Phone system 937 937 Leasehold improvements 25,115 16,534 Total 37,218 24,680 Less accumulated depreciation (12,285) (8,030) Property and equipment, net $ 24,933 $ 16,650 Depreciation expense was $4.5 million, $2.9 million, and $1.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | Intangible assets Intangible assets consisted of the following (in thousands) : December 31, Weighted average amortization period (years) 2021 2020 Computer software & web domain $ 4,168 $ 1,473 3.01 Less accumulated amortization (1,370) (924) Intangible assets, net $ 2,798 $ 549 Amortization expense was $0.4 million, $0.3 million, and $0.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. Expected amortization over the next five years is as follows: Amount Year Ending December 31, 2022 $ 577 2023 969 2024 739 2025 512 2026 and thereafter 1 Total $ 2,798 |
Employee benefit obligation
Employee benefit obligation | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee benefit obligation | Employee benefit obligation The Company has adopted a qualified deferred compensation plan under section 401(k) of the Internal Revenue Code. Full-time employees over the age of 21 with six months of service are eligible to participate. Under the plan, the Company’s contribution is based on a discretionary matching of 100% of salary deferral elected by each eligible employee up to a maximum of 3% of compensation. The Company’s matching portion vests over a four-year period, after which time the employee becomes fully vested and all future contributions will vest immediately. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt On July 21, 2021, the Company refinanced its $25.0 million revolving credit facility and $80.0 million term note payable to a $50.0 million revolving credit facility and $100.0 million term note payable in order to obtain a more favorable interest rate on the outstanding debt. The Company has the right, subject to approval by the administrative agent and each issuing bank, to increase the commitments under the credit facilities an additional $25.0 million. The $50.0 million revolving credit facility accrues interest on amounts drawn at an initial interest rate of LIBOR plus 2.50%, then at an interest rate determined by the Company's leverage ratio for the preceding period. At December 31, 2021, the Company had $25.0 million drawn against the revolver. At December 31, 2021, the Company had a letter of credit of $167 thousand applied against the maximum borrowing availability, thus amounts available to draw totaled $24.8 million. The revolving credit facility is collateralized by substantially all the Company’s assets, which includes rights to future commissions. Interest payment on the revolving credit facility totaled $0.4 million, $0.1 million, and $0.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. The $100.0 million term note accrues interest at an initial interest rate of LIBOR plus 2.50%, then at an interest rate determined by the Company's leverage ratio for the preceding period. As of December 31, 2021, the Company was in the greater than 3.50x leverage ratio tranche, accruing interest of LIBOR plus 2.50%. The aggregate principal amount of the term note as of December 31, 2021 is $98.8 million, payable in quarterly installments of $0.6 million for the first twelve months, $1.3 million for the next twelve months, $1.9 million for the next twelve months, and $2.5 million for the last twelve months, with a balloon payment on June 21, 2026.The term note is collateralized by substantially all the Company’s assets, which includes rights to future commissions. The interest rate for each leverage ratio tier are as follows: Leverage Ratio Interest Rate < 1.50x LIBOR + 175 bps > 1.50x LIBOR + 200 bps > 2.50x LIBOR + 225 bps > 3.50x LIBOR + 250 bps Maturities of the term note payable for the next five calendar years as of December 31, 2021 are as follows (in thousands) : Amount 2022 $ 4,375 2023 6,875 2024 9,375 2025 10,000 2026 68,125 Total $ 98,750 The $25.0 million drawn against the revolver is coterminous with the term loan and is due in full on June 21, 2026. Loan origination fees of $1.0 million at December 31, 2021 are reflected as a reduction to the note balance and are amortized through interest expense. The Company’s note payable agreement contains certain restrictions and covenants. Under these restrictions, the Company is limited in the amount of debt incurred and distributions payable. In addition, the credit agreement contains certain change of control provisions that, if broken, would trigger a default. Finally, the Company must maintain certain financial ratios. As of December 31, 2021, the Company was in compliance with these covenants. Because of both instruments’ origination date and variable interest rate, the note payable balance at December 31, 2021 and December 31, 2020, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes As a result of the Reorganization Transactions and the Offering, GSHD became the sole managing member of GF, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, GF is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by GF is passed through to and included in the taxable income or loss of its members, including GSHD, on a pro rata basis. GSHD is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to GSHD's allocable share of income of GF. Income tax expense The components of income tax expense are as follows (in thousands) : Year Ended December 31 2021 2020 2019 Current income taxes Federal $ — $ (1,719) $ 735 State and local 226 373 283 Total current income taxes 226 (1,346) 1,018 Deferred income taxes Federal (4,316) 217 260 State and local 1,798 94 26 Total deferred income taxes (2,518) 311 286 Income tax expense (benefit) $ (2,292) $ (1,035) $ 1,304 A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows (in thousands) : Year Ended December 31 2021 2020 2019 Income before taxes $ 6,004 $ 17,720 $ 11,686 Income taxes at U.S. federal statutory rate 1,261 3,720 2,454 Tax on income not subject to entity level federal income tax (617) (2,264) (1,453) Permanent Differences: Non-deductible stock compensation costs (4,530) (3,004) — Non-deductible employee moving expenses 6 1 — Meals & Entertainment 25 47 61 State income tax, net of federal benefit 1,553 524 236 Other Reconciling items: Other 10 (59) 6 Income tax expense (benefit) $ (2,292) $ (1,035) $ 1,304 Deferred tax assets and liabilities The components of deferred tax assets are as follows ( in thousands ): December 31, 2021 December 31, 2020 Net operating loss carryforwards $ 8,929 $ 703 Investment in flow-through entity 116,747 72,660 Net deferred tax asset $ 125,676 $ 73,363 GSHD has income tax net operating loss carryforwards for federal and state purposes of $40.2 million and $5.5 million (post apportionment pre-tax), respectively. The federal net operating loss carryforwards are carried forward indefinitely and the state net operating loss carryforwards begin to expire in 2041. Uncertain tax positions GSHD has determined there are no material uncertain tax positions as of December 31, 2021. Tax Receivable Agreement GF has made 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. Prior redemptions and exchanges have resulted, and future redemptions or exchanges are expected to result in tax basis adjustments to the assets of GF that will be allocated to the Company and thus produce favorable tax attributes. These tax attributes would not be available to us in the absence of those transactions. These tax basis adjustments have reduced the amount of tax we are required to pay, and are expected to reduce the amount of tax that GSHD would otherwise be required to pay in the future. GSHD entered into a tax receivable agreement with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by GSHD to the Pre-IPO LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that GSHD actually realizes as a result of (i) any increase in tax basis in GSHD's assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement. During the years ended December 31, 2021, 2020 and 2019, an aggregate of 1.5 million, 2.6 million and 1.4 million LLC Units, respectively, were redeemed by the Pre-IPO LLC Members for newly-issued shares of Class A common stock. In connection with these redemptions, we received 1.5 million, 2.6 million and 1.4 million LLC Units, |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' equity | Stockholder's equity Class A Common Stock GSHD has a total of 20,198 thousand and 18,304 thousand shares of its Class A common stock outstanding at December 31, 2021 and 2020, respectively. 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 16,909 thousand and 18,447 thousand shares of its Class B common stock outstanding at December 31, 2021 and 2020, respectively. 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 stockholders 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 year ended December 31, 2021, 2020, and 2019, divided by the basic weighted average number of Class A common stock as of December 31, 2021 and 2020 (in thousands, except per share amounts) . Diluted earnings per share of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The Company has not included the effects of conversion of Class B shares to Class A shares in the diluted EPS calculation using the "if-converted" method, because doing so has no impact on diluted EPS (in thousands) : Year Ended December 31, 2021 2020 2019 Numerator: Income (loss) before taxes $ 6,004 $ 17,720 $ 11,686 Less: income (loss) before taxes attributable to non-controlling interests 2,893 9,468 6,956 Income (loss) before taxes attributable to GSHD 3,111 8,252 4,730 Less: income tax expense attributable to GSHD (2,292) (1,035) 1,163 Net income (loss) attributable to GSHD $ 5,403 $ 9,287 $ 3,567 Denominator: Weighted average shares of Class A common stock outstanding - basic 19,181 16,785 14,864 Effect of dilutive securities: Stock options 1,632 1,598 1,236 Weighted average shares of Class A common stock outstanding - diluted 20,813 18,383 16,100 Earnings per share of Class A common stock - basic $ 0.28 $ 0.55 $ 0.24 Earnings per share of Class A common stock - diluted $ 0.26 $ 0.51 $ 0.22 |
Non-controlling interest
Non-controlling interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-controlling interest | Non-controlling interest Non-Controlling Interests Following the Offering, GSHD became the sole managing member of GF and, as a result, it consolidates the financial results of GF. GSHD reports a non-controlling interest representing the economic interest in GF held by the other members of GF. On a quarterly basis, GF makes distributions to the LLC Unit holders on a pro rata basis. For the year ended December 31, 2021, GF made no distributions. For the year ended December 31, 2020, GF made distributions of $4.8 million, of which $2.7 million were made to Pre-IPO LLC Members. The remaining $2.2 million were made to GSHD and were eliminated in consolidation. Under the amended and restated Goosehead Financial, LLC Agreement, the Pre-IPO LLC Members have the right, from and after the completion of the Offering (subject to the terms of the amended and restated Goosehead Financial, LLC Agreement), to require GSHD to redeem all or a portion of their LLC Units for, at GSHD's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of GSHD's Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the amended and restated Goosehead Financial, LLC Agreement. Additionally, in the event of a redemption request by a Pre-IPO LLC Member, GSHD may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be canceled 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 2021 and 2020, an aggregate of 1.5 million and 2.6 million LLC Units, respectively, were redeemed by the non-controlling interest holders. Pursuant to the GF LLC Agreement, we issued 1.5 million and 2.6 million shares of Class A common stock in connection with these redemptions and received 1.5 million and 2.6 million LLC Interests, increasing our ownership interest in GF LLC. Simultaneously, and in connection with these redemptions, 1.5 million and 2.6 million shares of Class B common stock were surrendered and canceled. The following table summarizes the ownership interest in GF as of December 31, 2021 and 2020 (in thousands). December 31, 2021 December 31, 2020 LLC Units Ownership % LLC Units Ownership % Number of LLC Units held by GSHD 20,198 54.4% 18,304 49.8% Number of LLC Units held by non-controlling interest holders 16,909 45.6% 18,447 50.2% Number of LLC Units outstanding 37,107 100.0% 36,751 100.0% The weighted average ownership percentages for the applicable reporting periods are used to attribute net income to GSHD and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage for the years ended December 31, 2021 and 2020 was 48.0% and 54.0%, respectively. All net income prior to the Offering is attributed to non-controlling interest holders. The following table summarizes the effects of changes in ownership in GF on the equity of GSHD for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands) : Year Ended December 31, 2021 2020 2019 Net Income attributable to Goosehead Insurance Inc. $ 5,403 $ 9,287 $ 3,567 Transfers (to) from non-controlling interests: Decrease in additional paid-in capital as a result of the redemption of LLC interests (3,728) (3,525) (1,368) Increase in additional paid-in capital as a result of activity under employee stock purchase plan 796 542 325 Total effect of changes in ownership interest on equity attributable to Goosehead Insurance Inc. $ 2,471 $ 6,304 $ 2,524 |
Equity-based compensation
Equity-based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based compensation | Equity-based compensation A summary of equity-based compensation expense during the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands) : Year Ended December 31, 2021 2020 2019 Stock options $ 7,292 $ 4,745 $ 1,526 Equity-based compensation expense $ 7,292 $ 4,745 $ 1,526 Stock options: In connection with the IPO, GSHD granted 1,650 thousand options to directors and certain employees. The stock options were granted with a strike price of $10.00 per share (the initial public offering price). The 365 thousand director stock options vest quarterly over a three-year period, and the 1,285 thousand employee stock options vest annually from 2020 to 2022. The grant date fair value was determined using the Black-Scholes valuation model using the following assumptions: Expected volatility 25 % Expected dividend yield — Expected term (in years) 5.95 Risk-free interest rate 2.59 % GSHD will recognize the total compensation expense of $5.2 million related to such option grants on a straight-line basis over the requisite service period of the award recipient (three years for directors and four years for certain employees). In April 2018, GSHD adopted the Omnibus Incentive Plan, which reserved 1.5 million shares of Class A Common Stock for delivery to directors, officers, and managing directors in connection with future awards granted under the plan. GSHD also adopted an Employee Stock Purchase Plan ("ESPP"), which reserved 20 thousand shares of Class A Common Stock for delivery to employees. On March 7, 2019, GSHD’s Board of Directors amended the Omnibus Incentive Plan, increasing the number of shares available under the plan to 3.0 million shares. On the same date, GSHD’s Board of Directors approved an increase in the total number of shares available under the ESPP to 30 thousand shares. There were 21 thousand and 13 thousand shares outstanding related to the Employee Stock Purchase Plan at December 31, 2021 and 2020. On April 1, 2020, the Company granted an additional 900,000 stock options to its Managing Directors at an exercise price equal to $40.88 per share. The grant date fair value of $16.31 per option was determined using the Black-Scholes valuation model using the following assumptions: Expected volatility 40 % Expected dividend yield — % Expected term (in years) 6.5 Risk-free interest rate 0.47 % On January 4, 2021, the Company granted an additional 153,500 stock options to its Board of Directors and Managing Directors at an exercise price equal to $131.87 per share. The weighted average grant date fair value of $47.43 per option was determined using the Black-Scholes valuation model using the following weighted average assumptions: Expected volatility 45 % Expected dividend yield — % Expected term (in years) 4.25 Risk-free interest rate 0.29 % A summary of stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows ( in thousands except per share amounts ): Stock Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Outstanding as January 1, 2019 1,650 $ 10.00 $ 5,153 Granted 80 34.50 816 Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2019 1,730 $ 11.13 $ 5,969 Granted 1,010 41.24 16,322 Exercised (450) 10.00 1,390 Forfeited — — — Expired — — — Outstanding as of December 31, 2020 2,290 $ 24.63 $ 20,901 Granted 154 131.87 7,280 Exercised (351) 10.83 1,186 Forfeited (24) 45.45 370 Expired — — — Outstanding as of December 31, 2021 2,069 $ 34.68 $ 26,625 7.43 Options vested and exercisable as of December 31, 2021 466 $ 15.38 $ 2,265 6.38 Options expected to vest as of December 31, 2021 1,603 $ 40.23 $ 24,360 7.73 As of December 31, 2021, total unrecognized compensation expense related to unvested stock options was $14.7 million, which is expected to be recognized over a weighted average period of 2.29 years. Cash received from stock option exercises during the year ended December 31, 2021 was $4.6 million. A summary of unvested stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows ( in thousands except per share amounts ): Stock Options Weighted Average Grant Date Fair Value Unvested as January 1, 2019 1,559 $ 3.13 Vested (122) 2.96 Granted 80 10.19 Forfeited — — Unvested as of December 31, 2019 1,517 $ 3.15 Vested (550) 3.12 Granted 1,010 16.16 Forfeited — — Unvested as of December 31, 2020 1,977 $ 10.09 Vested (504) 5.09 Granted 154 47.43 Forfeited (24) 15.44 Unvested as of December 31, 2021 1,603 $ 15.20 The total fair value of stock options vested during the years ended December 31, 2021, 2020 and 2019 was $2.6 million, $1.7 million and $0.4 million, respectively. |
Dividends
Dividends | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Dividends | Dividends On March 7, 2019, GF approved a $15 million extraordinary dividend to all holders of LLC Units, including GSHD. The board of directors of the Company then declared an extraordinary dividend of $0.41 (rounded) to all holders of Class A common stock of GSHD with a record date of March 18, 2019, paid on or before April 1, 2019. A summary of the total amounts declared by GF is as follows (in thousands) : LLC Units held as of March 18, 2019 Dividends declared Class A common stockholders 14,421 $ 5,962 Class B common stockholders via LLC Units held 21,864 9,038 Total 36,285 $ 15,000 On July 30, 2020, GF approved an extraordinary dividend in the aggregate amount of $42 million payable to holders of LLC Units, including GSHD. The board of directors of the Company subsequently declared an extraordinary dividend of $1.15 (rounded) to all holders of Class A common stock of GSHD with a record date of August 10, 2020, which was paid on August 24, 2020. A summary of the total amounts declared by GF is as follows (in thousands) : LLC Units held as of August 10, 2020 Dividends declared Class A common stockholders 17,263 $ 19,843 Class B common stockholders via LLC Units held 19,276 22,157 Total 36,539 $ 42,000 On July 28, 2021 GF approved an extraordinary dividend in the aggregate amount of $60 million payable to holders of LLC Units, including GSHD. The board of directors of the Company subsequently declared an extraordinary dividend of $1.63 (rounded) to all holders of Class A common stock of GSHD with a record date of August 9, 2021, which was paid on August 23, 2021. A summary of the total amounts declared and paid by GF is as follows (in thousands): LLC Units held as of August 9, 2021 Dividend Paid Class A common stockholders 19,429 $ 31,657 Class B common stockholders via LLC Units held 17,401 28,343 Total 36,830 $ 60,000 Any future extraordinary dividends will be declared at the sole discretion of GF's managing members with respect to GF and the Company's board of directors with respect to GSHD. In determining whether a future extraordinary dividend will be declared by the Company, the board of directors may, at its sole discretion, consider the following: the Company's financial condition and operating results, the Company's available cash and current and anticipated cash needs, the Company's capital requirements, any contractual, legal, tax and regulatory restrictions, general economic and business conditions, and such other factors or conditions as the board of directors deems relevant. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Effective January 1, 2020, the Company adopted new guidance that requires lessees to recognize on the Consolidated balance sheets all leases with lease terms greater than twelve months as a lease liability with a corresponding right-of-use (“ROU”) asset. Accordingly, the Company recognized operating lease liabilities and ROU asset of $18.5 million and $11.2 million, respectively, on January 1, 2020. For those leases that fall under the definition of a short-term lease, the Company elected the short-term lease recognition exemption. The adoption of the new lease guidance did not have a material impact on the Company’s Consolidated statements of operations. At December 31, 2021, Goosehead was obligated under a number of operating leases, exclusively leases for premises and equipment used for business purposes. These leases generally have terms of 7 years or less, determined based on the contractual maturity of the lease, and include periods covered by options to extend or terminate the lease when the Company is reasonably certain that it will exercise those options. None of these lease agreements impose restrictions on the Company’s ability to pay dividends, engage in debt or equity financing transactions or enter into further lease agreements. Certain of these leases contain escalation clauses that will increase rent payments based on maintenance, utility and tax increases, which are non-lease components and variable in nature. The Company elected not to separate lease and non-lease components of a contract for its real estate and equipment leases. As such, real estate lease payments represent payments on both lease and non-lease components. Operating lease liabilities and ROU asset are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. The future lease payments are discounted at a rate that represents the Company’s collateralized borrowing rate for financing instruments of a similar term. We estimate this for our portfolio of leases using information obtained from our bankers. The ROU asset also includes any lease prepayments made, plus initial direct costs incurred, less any lease incentives received. Rent expense associated with operating leases is recognized on a straight-line basis over the lease term, and generally included in occupancy expense within General and administrative expenses in the Consolidated statements of operations. The following table provides information related to the Company’s leases as of December 31, 2021 and 2020 (in thousands) : December 31, 2021 December 31, 2020 Right-of-use assets $ 32,656 $ 22,513 Short term lease liabilities 4,893 3,203 Long term lease liabilities 47,335 32,933 Total lease liabilities 52,228 36,136 Weighted average remaining lease term (in years) 8.10 9.23 Weighted average incremental borrowing rate 3.1 % 3.1 % The following is a schedule showing the components of lease cost for the year ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Gross operating lease cost $ 4,798 $ 3,111 Sublease income (7) (25) Net lease cost $ 4,791 $ 3,086 The following is a schedule of supplemental cash flow information related to leases for the year ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (16,092) $ (36,136) Right of use assets obtained in exchange for lease obligation Operating leases $ 10,143 $ 22,513 The following is a schedule of future maturity of lease liability as of December 31, 2021 (in thousands): December 31, 2021 2022 $ 5,680 2023 7,465 2024 7,509 2025 7,557 2026 7,443 Thereafter 24,019 Total lease payments 59,673 Less: imputed interest (7,445) Future maturity of lease liability $ 52,228 As of December 31, 2021, the Company had additional future operating lease commitments of $12.6 million that were signed but had not yet commenced. These operating leases will commence between 2022 and 2023 with lease terms up to 7 years. |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment information | Segment informationThe Company has two reportable segments: Corporate Channel and Franchise Channel. The Corporate Channel consists of company-owned and financed operations with employees who are hired, trained, and managed by Goosehead. The Franchise Channel network consists of franchisee operations that are owned and managed by individual business owners. These business owners have a contractual relationship with Goosehead to use the Company's processes, systems, and back-office support team to sell insurance and manage their business. In exchange, Goosehead is entitled to an initial franchise fee and ongoing royalty fees. Allocations of contingent commissions and certain operating expenses are based on reasonable assumptions and estimates primarily using revenue, headcount and other information. The Company’s chief operating decision maker uses net income before interest, income taxes, depreciation and amortization, adjusted to exclude equity-based compensation and other non-operating items, including, among other things, certain non-cash charges and certain non-recurring or non-operating gains or losses (“Adjusted EBITDA”) as a performance measure to manage resources and make decisions about the business. Summarized financial information concerning the Company’s reportable segments is shown in the following tables (in thousands). There are no intersegment sales, only interest income and interest expense related to an intersegment line of credit, all of which eliminate in consolidation. The “Other” column includes any income and expenses not allocated to reportable segments and corporate-related items, including equity-based compensation, certain legal expenses and interest related to the note payable. Franchise Corporate Other Total Year Ended December 31, 2021 Revenues: Commissions and agency fees Renewal Commissions $ — $ 39,111 $ — $ 39,111 Agency Fees — 11,506 — 11,506 New Business Commissions — 22,108 — 22,108 Contingent Commissions 7,378 2,548 — 9,926 Total Commissions and Agency Fees 7,378 75,273 — 82,651 Franchise revenue — Renewal Royalty Fees 46,079 — — 46,079 New Business Royalty Fees 14,616 — — 14,616 Initial Franchise Fees 6,516 — — 6,516 Other Franchise Revenues 297 — — 297 Total Franchise Revenue 67,508 — — 67,508 Interest income — Interest Income 1,153 — — 1,153 Total Interest Income 1,153 — — 1,153 Total 76,039 75,273 — 151,312 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 32,975 52,771 — 85,746 General and administrative expenses 18,439 20,504 2,786 41,729 Bad debts 1,173 1,826 — 2,999 Total 52,587 75,101 2,786 130,474 Adjusted EBITDA 23,452 172 (2,786) 20,838 Other income 77 108 — 185 Equity based compensation — — (7,292) (7,292) Interest expense — — (2,854) (2,854) Depreciation and amortization (2,965) (1,908) — (4,873) Taxes — — 2,292 2,292 Net income $ 20,564 $ (1,628) $ (10,640) $ 8,296 At December 31, 2021: Total Assets $ 57,164 $ 43,819 $ 166,815 $ 267,798 Franchise Corporate Other Total Year Ended December 31, 2020 Revenues: Commissions and agency fees Renewal Commissions $ — $ 28,891 $ — $ 28,891 Agency Fees — 8,921 — 8,921 New Business Commissions — 17,324 — 17,324 Contingent Commissions 10,754 5,921 — 16,675 Total Commissions and Agency Fees 10,754 61,057 — 71,811 Franchise revenue Renewal Royalty Fees 29,309 — — 29,309 New Business Royalty Fees 10,623 — — 10,623 Initial Franchise Fees 4,236 — — 4,236 Other Franchise Revenues 222 — — 222 Total Franchise Revenue 44,390 — — 44,390 Interest income Interest Income 813 — — 813 Total Interest Income 813 — — 813 Total 55,957 61,057 — 117,014 Employee compensation and benefits, excluding equity-based compensation 26,231 35,843 — 62,074 General and administrative expenses 9,618 12,058 3,856 25,532 Bad debts 387 1,189 — 1,576 Total 36,236 49,090 3,856 89,182 Adjusted EBITDA 19,721 11,967 (3,856) 27,832 Other income (expense) 90 — — 90 Equity based compensation — — (4,745) (4,745) Interest expense — — (2,310) (2,310) Depreciation and amortization (1,775) (1,372) — (3,147) Taxes — — 1,035 1,035 Net income $ 18,036 $ 10,595 $ (9,876) $ 18,755 At December 31, 2020: Total Assets $ 82,804 $ 25,609 $ 77,424 $ 185,837 Franchise Corporate Other Total Year ended December 31, 2019 Revenues: Commissions and agency fees Renewal Commissions $ — $ 22,924 $ — $ 22,924 Agency Fees — 6,058 — 6,058 New Business Commissions — 11,961 — 11,961 Contingent Commissions 3,530 1,893 — 5,423 Total Commissions and Agency Fees 3,530 42,836 — 46,366 Franchise revenue Renewal Royalty Fees 19,462 — — 19,462 New Business Royalty Fees 7,149 — — 7,149 Initial Franchise Fees 3,784 — — 3,784 Other Income 108 — — 108 Total Franchise Revenue 30,503 — — 30,503 Interest income Interest Income 617 — — 617 Total Interest Income 617 — — 617 Total 34,650 42,836 — 77,486 Employee compensation and benefits, excluding equity-based compensation 16,673 23,516 — 40,189 General and administrative expenses, excluding state franchise tax (1) 7,392 8,769 2,881 19,042 Bad debts 121 604 — 725 Total 24,186 32,889 2,881 59,956 Adjusted EBITDA 10,464 9,947 (2,881) 17,530 Other income (expense) — — — — Equity based compensation — — (1,526) (1,526) Interest expense — — (2,387) (2,387) Depreciation and amortization (960) (971) — (1,931) Taxes — — (1,304) (1,304) Net income $ 9,504 $ 8,976 $ (8,098) $ 10,382 At December 31, 2019: Total Assets $ 22,676 $ 15,127 $ 26,825 $ 64,628 |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2021 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Litigation | LitigationFrom time to time, the Company may be involved in various legal proceedings, lawsuits and claims incidental to the conduct of our business. The amount of any loss from the ultimate outcomes is not probable or reasonably estimable. It is the opinion of management that the resolution of outstanding claims will not have a material adverse effect on the financial position or results of operations of the Company. |
Basis of presentation and sig_2
Basis of presentation and significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Consolidation | In connection with the Offering, both Goosehead Management, LLC (“GM”) and Texas Wasatch Insurance Holdings Group LLC (“TWIHG”) became wholly owned indirect subsidiaries of GF. Both GM and TWIHG are non-operating holding companies created to receive management fees from the operating entities TWIS and GIA. |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements of GSHD and our subsidiaries are presented in accordance with the rules and regulations of the SEC for annual reports on Form 10-K and are prepared in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. |
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. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits; however, the Company has not historically experienced any losses in these accounts. The Company believes it is not exposed to any significant credit risk. The Company currently holds no financial instruments that would be considered cash equivalents. Restricted cash |
Commissions and agency fees receivable and receivable from franchisees | Commissions and agency fees receivable Upon issuance of a new policy, the Company typically collects the first premium payment from the insured, and then will remit the full premium amount to the insurance carriers. The insurance carriers collect the remaining premiums directly from the insureds and remit the applicable commissions to the Company. Accordingly, as reported in the accompanying consolidated balance sheet, commissions are receivables from the insurance carriers. These direct-bill arrangements consist of a high volume of transactions with small premium amounts, with the billing controlled by the insurance carriers. The income statement and balance sheet effects of the commissions are recorded at the contract effective date and generally are based on a percentage of premiums for insurance coverage. During 2021, the Company wrote with over 145 insurance carriers, of which 53 provided national coverage. In 2021, two carriers represented more than 10% of total revenue at 17% and 11%. In 2020, three carriers represented more than 10% of total revenue at 20%, 13%, and 12%. In 2019, two carriers represented more than 10% of total revenue at 16% and 10%. In select states, agents have the option to charge an agency fee for the placement of the insurance policy. These non-refundable fees are recorded as receivable on the date the policy is effective with the insurance carrier. Allowance for uncollectible agency fees The Company records agency fees receivable net of an allowance for estimated uncollectible accounts to reflect any loss anticipated for the related agency fees receivable balances and charge to bad debts. The agency fees receivable balance consists of numerous small-balance, homogeneous accounts. The Company calculates the allowance based on collection history and writes off all uncollected agency fee balances outstanding over ninety days. Receivable from franchisees Receivable from franchisees consists of franchise fees receivable, net of allowance for uncollectible franchise fees and unamortized discount on franchise fees, royalty fees receivable, and notes receivable from franchisees. Franchise fees receivable At the start date of the franc hise agreement, an entry to franchise fees receivable is recorded along with an entry for a contract liability, to be amortized to franchise fees within Franchise revenues over the 10-year life of the franchise contract. Franchis ees have the option to pay the full amount of franchise fees up front or to pay a deposit up front and the remaining balance by payment plan over time. The franchisees that elect to pay the initial franchise fee over a term extending greater than one year pay in total an amount that exceeds the amount due had they paid the full amount up front. As such, the payment plan option is treated as a zero-interest rate note, which creates an imputation of interest. The imputed interest is recorded as a discount on the franchise fee receivable and amortized using the effective interest rate method over the life of the payment plan. The amount of interest recorded in 2021, 2020, and 2019 related to franchise fees on a payment plan was $1.1 million, $0.8 million, and $0.6 million, respectively, and is included in Interest income. Allowance for uncollectible franchise fees receivable The Company records franchise fees receivable net of an allowance for estimated uncollectible accounts to reflect any loss anticipated related to the franchise fees receivable balances and charged to bad debts. The franchise fees receivable balance consists of numerous small-balance, homogeneous accounts. The Company calculates the allowance based on our history of write offs for all franchise accounts. Franchise fees receivable and the related allowance is charged off to bad debts if the franchisee owing the balance terminates. Royalty fees receivable Royalty fees are recorded at the point in time when the policy becomes effective with the insurance carrier. The royalty fees are secured by the commissions of the franchisee with no historical losses incurred for uncollectible royalty fees. As such, there is no allowance for doubtful accounts relating to royalty fees. |
Revenue recognition | Revenue recognition The adoption of ASC 606 on January 1, 2019 has increased the significance of judgments and estimates management must make to apply the guidance. In particular, judgments related to the amount of variable revenue consideration to ultimately be received on commission revenue, royalty fees, and contingent commissions, which were previously recognized when the Company received notification from the insurance carrier, now require significant judgments and estimates. The Company adjusts its estimates of revenue recognized for commissions and royalty fees based on cash collections during the terms of the policies. Under the new standard, certain costs to obtain or fulfill a contract that were previously expensed as incurred have been capitalized. The Company capitalizes the incremental costs to obtain contracts primarily related to commission payments. These deferred costs are amortized over the expected life of the underlying franchise fee, and are included in Other assets in the Company's consolidated balance sheet as of December 31, 2021. |
Property & equipment | Property & equipment The Company carries fixed assets at cost, less accumulated depreciation, as stated in the accompanying consolidated balance sheets. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of five years for furniture, fixtures and equipment and three years for computer equipment. Leasehold improvements are also amortized using the straight-line method and are amortized over the shorter of the remaining term of the lease or the useful life of the improvement. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization is removed from the related accounts, and the resulting gain or loss, if any, is reflected in income. |
Intangible assets | Intangible assets Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company’s web domain and computer software costs. The web domain is amortized over a useful life of fifteen years and software costs are amortized over a useful life of three years. |
Premiums payable | Premiums payable Premiums payable represent premium payments that have been received from insureds, but not yet remitted to the insurance carriers. |
Deferred financing costs | Deferred financing costs Deferred financing costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense in accordance with the related debt agreements. Deferred financing costs are included as a reduction in notes payable on the accompanying consolidated balance sheets. |
Lease accounting | Lease Accounting The primary leased asset class of the Company is real estate. For leases with an original term longer than one year, lease liabilities are initially recognized on the lease commencement date based on the present value of the future minimum lease payments over the lease term, including non-lease components such as fixed common area maintenance costs and other fixed costs for generally all leases. A corresponding right of use ("ROU") asset is initially recognized equal to the lease liability adjusted for any lease prepayments, initial direct costs and lease incentives and amortized into rent expense, which is mapped to general and administrative expenses in the consolidated statements of operations. |
Deferred rent | Deferred Rent Deferred rent consists of rent abatement affecting the timing of cash rent payments related to the Company’s corporate office leases, as well as lease incentives such as construction allowances. In 2019, deferred rent was record as a liability and amortized over the lease term as a reduction to rent expense. In 2020, upon the adoption of ASC 842, the entire cumulative deferred rent balance under ASC 840 was treated as an adjustment to the ROU balance. |
Income Taxes | Income Taxes Prior to the Offering, GF was treated as a partnership for U.S. federal and applicable state and local income tax purposes. As a partnership, GF's taxable income or loss was included in the taxable income of its members. Accordingly, no income tax expense was recorded for federal and state and local jurisdictions for periods prior to the Offering. In connection with the Offering completed on May 1, 2018, the Company became a taxable entity. 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. |
Advertising | AdvertisingThe Company expenses advertising costs as they are incurred. |
Recently issued and adopted accounting pronouncements | Recently adopted accounting pronouncements Simplifying the Accounting for Income Taxes (ASU 2019-12) : In 2019, the Financial Accounting Standards Board issued ASU 2019-12 to simplify the accounting for income taxes. The guidance primarily addresses how to (1) recognize a deferred tax liability after we transition to or from the equity method of accounting, (2) evaluate if a step-up in the tax basis of goodwill is related to a business combination or is a separate transaction, (3) recognize all of the effects of a change in tax law in the period of enactment, including adjusting the estimated annual tax rate, and (4) include the amount of tax based on income in the income tax provision and any incremental amount as a tax not based on income for hybrid tax regimes. We adopted the guidance in the first quarter of 2021. The adoption did not have a material impact on our consolidated financial statements or related disclosures. Reference Rate Reform (ASU 2020-04) : In March 2020, the Financial Accounting Standards Board issued ASU 2020-04. Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. A substantial portion of our indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR. The adoption of ASU 2020-04 did not have a material impact on our consolidated financial statements. The standard will ease, if warranted, the administrative requirements for accounting for the future effects of the rate reform. Our debt agreement contains a provision to move to the Secured Overnight Financing Rate ("SOFR") if or when LIBOR is phased out. Leases (ASU 2016-02) : ASU 2016-02 amended the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The new guidance also required additional disclosures about leases. The Company adopted the requirements of the new standard as of the first day of 2020 using the modified retrospective approach, without restating comparative periods. As part of our adoption, we elected the package of practical expedients, as well as the hindsight practical expedient, permitted under the new guidance, which, among other things, allowed the Company to continue utilizing historical classification of leases. For those leases that fall under the definition of a short-term lease, the Company elected the short-term lease recognition exemption. The adoption of the new standard resulted in the recording of a right-of-use asset of $11.2 million and lease liabilities of $18.5 million, and had no impact on retained earnings as of the beginning of 2020. The standard did not materially impact our Consolidated Statements of Operations and had no impact on cash flows. |
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. |
Basis of presentation and sig_3
Basis of presentation and significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Restrictions on cash and cash equivalents | The following is a reconciliation of our cash and restricted cash balances as presented in the consolidated statement of cash flows for the years ended December 31, 2021, 2020, and 2019 (in thousands): December 31, 2021 2021 2020 2019 Cash and cash equivalents $ 28,526 $ 24,913 $ 14,337 Restricted cash 1,953 1,323 923 Cash and cash equivalents, and restricted cash $ 30,479 $ 26,236 $ 15,260 |
Schedule of reconciliation of cash and restricted cash | The following is a reconciliation of our cash and restricted cash balances as presented in the consolidated statement of cash flows for the years ended December 31, 2021, 2020, and 2019 (in thousands): December 31, 2021 2021 2020 2019 Cash and cash equivalents $ 28,526 $ 24,913 $ 14,337 Restricted cash 1,953 1,323 923 Cash and cash equivalents, and restricted cash $ 30,479 $ 26,236 $ 15,260 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables disaggregates revenue by segment and source (in thousands) : Year Ended December 31, 2021 Franchise Channel Corporate Channel Total Type of revenue stream: Commissions and agency fees Renewal Commissions $ — $ 39,111 $ 39,111 New Business Commissions — 22,108 22,108 Agency Fees — 11,506 11,506 Contingent Commissions 7,378 2,548 9,926 Franchise revenues Renewal Royalty Fees 46,079 — 46,079 New Business Royalty Fees 14,616 — 14,616 Initial Franchise Fees 6,516 — 6,516 Other Franchise Revenues 297 — 297 Interest Income 1,153 — 1,153 Total Revenues $ 76,039 $ 75,273 $ 151,312 Timing of revenue recognition: Transferred at a point in time $ — $ 72,725 $ 72,725 Transferred over time 76,039 2,548 78,587 Total Revenues $ 76,039 $ 75,273 $ 151,312 Year Ended December 31, 2020: Franchise Channel Corporate Channel Total Type of revenue stream: Commissions and agency fees Renewal Commissions $ — $ 28,891 $ 28,891 New Business Commissions — 17,324 17,324 Agency Fees — 8,921 8,921 Contingent Commissions 10,754 5,921 16,675 Franchise revenues — Renewal Royalty Fees 29,309 — 29,309 New Business Royalty Fees 10,623 — 10,623 Initial Franchise Fees 4,236 — 4,236 Other Franchise Revenues 222 — 222 Interest Income 813 — 813 Total Revenues $ 55,957 $ 61,057 $ 117,014 Timing of revenue recognition: Transferred at a point in time $ — $ 55,136 $ 55,136 Transferred over time 55,957 5,921 61,878 Total Revenues $ 55,957 $ 61,057 $ 117,014 |
Schedule of Contract Balances | The following table provides information about receivables, cost to obtain, and contract liabilities from contracts with customers (in thousands) : December 31, 2021 December 31, 2020 Increase/(decrease) Cost to obtain franchise contracts (1) $ 1,973 $ 1,412 $ 561 Commissions and agency fees receivable, net (2) 12,056 18,604 (6,548) Receivable from franchisees, net (2) 29,673 20,279 9,394 Contract liabilities (2)(3) 48,608 34,201 14,407 (1) Cost to obtain franchise contracts is included in Other assets on the 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) : December 31, 2021 December 31, 2020 Contract liability at beginning of period $ 34,201 $ 22,795 Revenue recognized during the period (6,516) (4,236) New deferrals (1) 20,923 15,642 Contract liability at end of period $ 48,608 $ 34,201 (1) Initial franchise fees where the consideration is received from the customer for services which are to be transferred to the franchisee over the term of the franchise agreement |
Schedule of Contract Liability | The following table reflects the estimated initial franchise fees (contract liability) to be recognized in the future related to performance obligations that are unsatisfied at the end of the period (in thousands) : Estimate for the year ended December 31: 2022 $ 6,054 2023 5,969 2024 5,904 2025 5,767 2026 5,629 Thereafter 19,285 $ 48,608 |
Franchise fees receivable (Tabl
Franchise fees receivable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Franchise Fees Receivable | The balance of Franchise fees receivable included in receivable from franchisees in the consolidated balance sheets consisted of the following (in thousands) : December 31 2021 2020 Franchise fees receivable $ 40,171 $ 25,757 Less: Unamortized discount (9,518) (6,553) Less: Allowance for uncollectible franchise fees (303) (149) Total franchise fees receivable $ 30,350 $ 19,055 Activity in the allowance for uncollectible agency fees was as follows (in thousands) : Allowance for Uncollectible Agency Fees: Balance at December 31, 2019 $ 178 Charges to bad debts 1,189 Write offs (899) Balance at December 31, 2020 $ 468 Charges to bad debts 1,826 Write offs (1,805) Balance at December 31, 2021 $ 489 |
Schedule of Allowance For Uncollectible Franchise Fees | Activity in the allowance for uncollectible franchise fees was as follows (in thousands) : Allowance for Uncollectible Franchise Fees: Balance at December 31, 2019 $ 52 Charges to bad debts 387 Write offs (290) Balance at December 31, 2020 149 Charges to bad debts 1,173 Write offs (1,019) Balance at December 31, 2021 $ 303 |
Allowance for uncollectible a_2
Allowance for uncollectible agency fees (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Allowance for Uncollectible Agency Fees | The balance of Franchise fees receivable included in receivable from franchisees in the consolidated balance sheets consisted of the following (in thousands) : December 31 2021 2020 Franchise fees receivable $ 40,171 $ 25,757 Less: Unamortized discount (9,518) (6,553) Less: Allowance for uncollectible franchise fees (303) (149) Total franchise fees receivable $ 30,350 $ 19,055 Activity in the allowance for uncollectible agency fees was as follows (in thousands) : Allowance for Uncollectible Agency Fees: Balance at December 31, 2019 $ 178 Charges to bad debts 1,189 Write offs (899) Balance at December 31, 2020 $ 468 Charges to bad debts 1,826 Write offs (1,805) Balance at December 31, 2021 $ 489 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at (in thousands) : December 31, 2021 2020 Furniture & fixtures $ 7,283 $ 4,404 Computer equipment 3,369 2,453 Network equipment 514 352 Phone system 937 937 Leasehold improvements 25,115 16,534 Total 37,218 24,680 Less accumulated depreciation (12,285) (8,030) Property and equipment, net $ 24,933 $ 16,650 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands) : December 31, Weighted average amortization period (years) 2021 2020 Computer software & web domain $ 4,168 $ 1,473 3.01 Less accumulated amortization (1,370) (924) Intangible assets, net $ 2,798 $ 549 |
Schedule of Expected Amortization Expense | Expected amortization over the next five years is as follows: Amount Year Ending December 31, 2022 $ 577 2023 969 2024 739 2025 512 2026 and thereafter 1 Total $ 2,798 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Rate Dependent of Leverage Ratio | The interest rate for each leverage ratio tier are as follows: Leverage Ratio Interest Rate < 1.50x LIBOR + 175 bps > 1.50x LIBOR + 200 bps > 2.50x LIBOR + 225 bps > 3.50x LIBOR + 250 bps |
Schedule of Maturities of Note Payable | Maturities of the term note payable for the next five calendar years as of December 31, 2021 are as follows (in thousands) : Amount 2022 $ 4,375 2023 6,875 2024 9,375 2025 10,000 2026 68,125 Total $ 98,750 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of income tax expense are as follows (in thousands) : Year Ended December 31 2021 2020 2019 Current income taxes Federal $ — $ (1,719) $ 735 State and local 226 373 283 Total current income taxes 226 (1,346) 1,018 Deferred income taxes Federal (4,316) 217 260 State and local 1,798 94 26 Total deferred income taxes (2,518) 311 286 Income tax expense (benefit) $ (2,292) $ (1,035) $ 1,304 |
Schedule of Reconciliation of Income Tax Expense | A reconciliation of income tax expense computed at the U.S. federal statutory income tax rate to the income tax expense recognized is as follows (in thousands) : Year Ended December 31 2021 2020 2019 Income before taxes $ 6,004 $ 17,720 $ 11,686 Income taxes at U.S. federal statutory rate 1,261 3,720 2,454 Tax on income not subject to entity level federal income tax (617) (2,264) (1,453) Permanent Differences: Non-deductible stock compensation costs (4,530) (3,004) — Non-deductible employee moving expenses 6 1 — Meals & Entertainment 25 47 61 State income tax, net of federal benefit 1,553 524 236 Other Reconciling items: Other 10 (59) 6 Income tax expense (benefit) $ (2,292) $ (1,035) $ 1,304 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets are as follows ( in thousands ): December 31, 2021 December 31, 2020 Net operating loss carryforwards $ 8,929 $ 703 Investment in flow-through entity 116,747 72,660 Net deferred tax asset $ 125,676 $ 73,363 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 year ended December 31, 2021, 2020, and 2019, divided by the basic weighted average number of Class A common stock as of December 31, 2021 and 2020 (in thousands, except per share amounts) . Diluted earnings per share of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The Company has not included the effects of conversion of Class B shares to Class A shares in the diluted EPS calculation using the "if-converted" method, because doing so has no impact on diluted EPS (in thousands) : Year Ended December 31, 2021 2020 2019 Numerator: Income (loss) before taxes $ 6,004 $ 17,720 $ 11,686 Less: income (loss) before taxes attributable to non-controlling interests 2,893 9,468 6,956 Income (loss) before taxes attributable to GSHD 3,111 8,252 4,730 Less: income tax expense attributable to GSHD (2,292) (1,035) 1,163 Net income (loss) attributable to GSHD $ 5,403 $ 9,287 $ 3,567 Denominator: Weighted average shares of Class A common stock outstanding - basic 19,181 16,785 14,864 Effect of dilutive securities: Stock options 1,632 1,598 1,236 Weighted average shares of Class A common stock outstanding - diluted 20,813 18,383 16,100 Earnings per share of Class A common stock - basic $ 0.28 $ 0.55 $ 0.24 Earnings per share of Class A common stock - diluted $ 0.26 $ 0.51 $ 0.22 |
Non-controlling interest (Table
Non-controlling interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of Ownership Interests | The following table summarizes the ownership interest in GF as of December 31, 2021 and 2020 (in thousands). December 31, 2021 December 31, 2020 LLC Units Ownership % LLC Units Ownership % Number of LLC Units held by GSHD 20,198 54.4% 18,304 49.8% Number of LLC Units held by non-controlling interest holders 16,909 45.6% 18,447 50.2% Number of LLC Units outstanding 37,107 100.0% 36,751 100.0% |
Schedule of Effects of Changes in Ownership Interests on Equity | The following table summarizes the effects of changes in ownership in GF on the equity of GSHD for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands) : Year Ended December 31, 2021 2020 2019 Net Income attributable to Goosehead Insurance Inc. $ 5,403 $ 9,287 $ 3,567 Transfers (to) from non-controlling interests: Decrease in additional paid-in capital as a result of the redemption of LLC interests (3,728) (3,525) (1,368) Increase in additional paid-in capital as a result of activity under employee stock purchase plan 796 542 325 Total effect of changes in ownership interest on equity attributable to Goosehead Insurance Inc. $ 2,471 $ 6,304 $ 2,524 |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation Expense | A summary of equity-based compensation expense during the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands) : Year Ended December 31, 2021 2020 2019 Stock options $ 7,292 $ 4,745 $ 1,526 Equity-based compensation expense $ 7,292 $ 4,745 $ 1,526 |
Schedule of Stock Option Valuation Assumptions | The grant date fair value was determined using the Black-Scholes valuation model using the following assumptions: Expected volatility 25 % Expected dividend yield — Expected term (in years) 5.95 Risk-free interest rate 2.59 % Expected volatility 40 % Expected dividend yield — % Expected term (in years) 6.5 Risk-free interest rate 0.47 % On January 4, 2021, the Company granted an additional 153,500 stock options to its Board of Directors and Managing Directors at an exercise price equal to $131.87 per share. The weighted average grant date fair value of $47.43 per option was determined using the Black-Scholes valuation model using the following weighted average assumptions: Expected volatility 45 % Expected dividend yield — % Expected term (in years) 4.25 Risk-free interest rate 0.29 % |
Schedule of Stock Option Activity | A summary of stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows ( in thousands except per share amounts ): Stock Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Outstanding as January 1, 2019 1,650 $ 10.00 $ 5,153 Granted 80 34.50 816 Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2019 1,730 $ 11.13 $ 5,969 Granted 1,010 41.24 16,322 Exercised (450) 10.00 1,390 Forfeited — — — Expired — — — Outstanding as of December 31, 2020 2,290 $ 24.63 $ 20,901 Granted 154 131.87 7,280 Exercised (351) 10.83 1,186 Forfeited (24) 45.45 370 Expired — — — Outstanding as of December 31, 2021 2,069 $ 34.68 $ 26,625 7.43 Options vested and exercisable as of December 31, 2021 466 $ 15.38 $ 2,265 6.38 Options expected to vest as of December 31, 2021 1,603 $ 40.23 $ 24,360 7.73 A summary of unvested stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows ( in thousands except per share amounts ): Stock Options Weighted Average Grant Date Fair Value Unvested as January 1, 2019 1,559 $ 3.13 Vested (122) 2.96 Granted 80 10.19 Forfeited — — Unvested as of December 31, 2019 1,517 $ 3.15 Vested (550) 3.12 Granted 1,010 16.16 Forfeited — — Unvested as of December 31, 2020 1,977 $ 10.09 Vested (504) 5.09 Granted 154 47.43 Forfeited (24) 15.44 Unvested as of December 31, 2021 1,603 $ 15.20 |
Dividends (Tables)
Dividends (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Total Estimated Dividends to be Paid | A summary of the total amounts declared by GF is as follows (in thousands) : LLC Units held as of March 18, 2019 Dividends declared Class A common stockholders 14,421 $ 5,962 Class B common stockholders via LLC Units held 21,864 9,038 Total 36,285 $ 15,000 (in thousands) : LLC Units held as of August 10, 2020 Dividends declared Class A common stockholders 17,263 $ 19,843 Class B common stockholders via LLC Units held 19,276 22,157 Total 36,539 $ 42,000 LLC Units held as of August 9, 2021 Dividend Paid Class A common stockholders 19,429 $ 31,657 Class B common stockholders via LLC Units held 17,401 28,343 Total 36,830 $ 60,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Information, Rent Expense and Supplemental Cash Flow Information | The following table provides information related to the Company’s leases as of December 31, 2021 and 2020 (in thousands) : December 31, 2021 December 31, 2020 Right-of-use assets $ 32,656 $ 22,513 Short term lease liabilities 4,893 3,203 Long term lease liabilities 47,335 32,933 Total lease liabilities 52,228 36,136 Weighted average remaining lease term (in years) 8.10 9.23 Weighted average incremental borrowing rate 3.1 % 3.1 % The following is a schedule showing the components of lease cost for the year ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Gross operating lease cost $ 4,798 $ 3,111 Sublease income (7) (25) Net lease cost $ 4,791 $ 3,086 The following is a schedule of supplemental cash flow information related to leases for the year ended December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (16,092) $ (36,136) Right of use assets obtained in exchange for lease obligation Operating leases $ 10,143 $ 22,513 |
Schedule of Future Minimum Lease Payments | The following is a schedule of future maturity of lease liability as of December 31, 2021 (in thousands): December 31, 2021 2022 $ 5,680 2023 7,465 2024 7,509 2025 7,557 2026 7,443 Thereafter 24,019 Total lease payments 59,673 Less: imputed interest (7,445) Future maturity of lease liability $ 52,228 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Franchise Corporate Other Total Year Ended December 31, 2021 Revenues: Commissions and agency fees Renewal Commissions $ — $ 39,111 $ — $ 39,111 Agency Fees — 11,506 — 11,506 New Business Commissions — 22,108 — 22,108 Contingent Commissions 7,378 2,548 — 9,926 Total Commissions and Agency Fees 7,378 75,273 — 82,651 Franchise revenue — Renewal Royalty Fees 46,079 — — 46,079 New Business Royalty Fees 14,616 — — 14,616 Initial Franchise Fees 6,516 — — 6,516 Other Franchise Revenues 297 — — 297 Total Franchise Revenue 67,508 — — 67,508 Interest income — Interest Income 1,153 — — 1,153 Total Interest Income 1,153 — — 1,153 Total 76,039 75,273 — 151,312 Operating expenses: Employee compensation and benefits, excluding equity-based compensation 32,975 52,771 — 85,746 General and administrative expenses 18,439 20,504 2,786 41,729 Bad debts 1,173 1,826 — 2,999 Total 52,587 75,101 2,786 130,474 Adjusted EBITDA 23,452 172 (2,786) 20,838 Other income 77 108 — 185 Equity based compensation — — (7,292) (7,292) Interest expense — — (2,854) (2,854) Depreciation and amortization (2,965) (1,908) — (4,873) Taxes — — 2,292 2,292 Net income $ 20,564 $ (1,628) $ (10,640) $ 8,296 At December 31, 2021: Total Assets $ 57,164 $ 43,819 $ 166,815 $ 267,798 Franchise Corporate Other Total Year Ended December 31, 2020 Revenues: Commissions and agency fees Renewal Commissions $ — $ 28,891 $ — $ 28,891 Agency Fees — 8,921 — 8,921 New Business Commissions — 17,324 — 17,324 Contingent Commissions 10,754 5,921 — 16,675 Total Commissions and Agency Fees 10,754 61,057 — 71,811 Franchise revenue Renewal Royalty Fees 29,309 — — 29,309 New Business Royalty Fees 10,623 — — 10,623 Initial Franchise Fees 4,236 — — 4,236 Other Franchise Revenues 222 — — 222 Total Franchise Revenue 44,390 — — 44,390 Interest income Interest Income 813 — — 813 Total Interest Income 813 — — 813 Total 55,957 61,057 — 117,014 Employee compensation and benefits, excluding equity-based compensation 26,231 35,843 — 62,074 General and administrative expenses 9,618 12,058 3,856 25,532 Bad debts 387 1,189 — 1,576 Total 36,236 49,090 3,856 89,182 Adjusted EBITDA 19,721 11,967 (3,856) 27,832 Other income (expense) 90 — — 90 Equity based compensation — — (4,745) (4,745) Interest expense — — (2,310) (2,310) Depreciation and amortization (1,775) (1,372) — (3,147) Taxes — — 1,035 1,035 Net income $ 18,036 $ 10,595 $ (9,876) $ 18,755 At December 31, 2020: Total Assets $ 82,804 $ 25,609 $ 77,424 $ 185,837 Franchise Corporate Other Total Year ended December 31, 2019 Revenues: Commissions and agency fees Renewal Commissions $ — $ 22,924 $ — $ 22,924 Agency Fees — 6,058 — 6,058 New Business Commissions — 11,961 — 11,961 Contingent Commissions 3,530 1,893 — 5,423 Total Commissions and Agency Fees 3,530 42,836 — 46,366 Franchise revenue Renewal Royalty Fees 19,462 — — 19,462 New Business Royalty Fees 7,149 — — 7,149 Initial Franchise Fees 3,784 — — 3,784 Other Income 108 — — 108 Total Franchise Revenue 30,503 — — 30,503 Interest income Interest Income 617 — — 617 Total Interest Income 617 — — 617 Total 34,650 42,836 — 77,486 Employee compensation and benefits, excluding equity-based compensation 16,673 23,516 — 40,189 General and administrative expenses, excluding state franchise tax (1) 7,392 8,769 2,881 19,042 Bad debts 121 604 — 725 Total 24,186 32,889 2,881 59,956 Adjusted EBITDA 10,464 9,947 (2,881) 17,530 Other income (expense) — — — — Equity based compensation — — (1,526) (1,526) Interest expense — — (2,387) (2,387) Depreciation and amortization (960) (971) — (1,931) Taxes — — (1,304) (1,304) Net income $ 9,504 $ 8,976 $ (8,098) $ 10,382 At December 31, 2019: Total Assets $ 22,676 $ 15,127 $ 26,825 $ 64,628 |
Organization - Narrative (Detai
Organization - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Millions | May 02, 2018 | May 01, 2018USD ($)classvote$ / sharesshares | Dec. 31, 2021franchiselocationvote | Dec. 31, 2020franchiselocation | Dec. 31, 2019locationfranchise |
Subsidiary, Sale of Stock [Line Items] | |||||
Corporate-owned locations (in locations) | location | 15 | 9 | 7 | ||
Franchise locations sold (in franchises) | franchise | 405 | 337 | 247 | ||
Operating franchise locations (in franchises) | franchise | 1,198 | 891 | 614 | ||
Franchises purchased (in franchises) | franchise | 0 | 0 | 0 | ||
Number of classes (in classes) | class | 2 | ||||
Vote per share (in votes) | vote | 1 | ||||
Conversion ratio | 1 | ||||
Goosehead Management Note and Texas Wasatch Note | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Principal amount of debt | $ | $ 114 | ||||
Goosehead Insurance Agency, LLC | Goosehead Insurance Holding, LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership interest | 100.00% | ||||
Goosehead Insurance Holding, LLC | Goosehead Financial, LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership interest | 100.00% | ||||
Goosehead Financial, LLC | Goosehead Insurance, Inc. | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership interest | 37.30% | ||||
Goosehead Financial, LLC | Pre-IPO LLC Members | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ownership interest | 62.70% | ||||
Class A Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Vote per share (in votes) | vote | 1 | ||||
Class A Common Stock | Goosehead Management, LLC And Texas Wasatch Insurance Holdings Group LLC | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | 3,724 | ||||
Class A Common Stock | Initial Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued in transaction (in shares) | 9,810 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Class A Common Stock | Over-Allotment Option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued in transaction (in shares) | 1,280 | ||||
Class B Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Vote per share (in votes) | vote | 1 | ||||
Class B Common Stock | Pre-IPO LLC Members | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued (in shares) | 22,747 |
Basis of presentation and sig_4
Basis of presentation and significant accounting policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)carrier | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2020USD ($) | |
Concentration Risk [Line Items] | ||||
Restricted cash | $ 1,953,000 | $ 1,323,000 | $ 923,000 | |
Carriers company wrote with | carrier | 145 | |||
Carriers company wrote with, provide national coverage | carrier | 53 | |||
Term of franchise contract | 10 years | |||
Interest related to franchise fee | $ 1,100,000 | 800,000 | 600,000 | |
Weighted average amortization period (years) | 3 years 3 days | |||
Advertising expense | $ 1,300,000 | 900,000 | $ 800,000 | |
Right-of use asset | 32,656,000 | 22,513,000 | $ 11,200,000 | |
Operating lease liability | $ 52,228,000 | $ 36,136,000 | $ 18,500,000 | |
Web domain | ||||
Concentration Risk [Line Items] | ||||
Weighted average amortization period (years) | 15 years | |||
Software costs | ||||
Concentration Risk [Line Items] | ||||
Weighted average amortization period (years) | 3 years | |||
Furniture, fixtures, and equipment | ||||
Concentration Risk [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Computer equipment | ||||
Concentration Risk [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
Royalty fees | ||||
Concentration Risk [Line Items] | ||||
Allowance for doubtful accounts | $ 0 | |||
Carrier One | Total revenue | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 17.00% | 20.00% | 16.00% | |
Carrier Two | Total revenue | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 11.00% | 13.00% | 10.00% | |
Carrier Three | Total revenue | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12.00% |
Basis of presentation and sig_5
Basis of presentation and significant accounting policies - Restrictions on cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 28,526 | $ 24,913 | $ 14,337 | |
Restricted cash | 1,953 | 1,323 | 923 | |
Cash and cash equivalents, and restricted cash | $ 30,479 | $ 26,236 | $ 15,260 | $ 19,011 |
Basis of presentation and sig_6
Basis of presentation and significant accounting policies - Impact of adopting the revenue recognition standard (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenues | $ 151,312 | $ 117,014 | $ 77,486 | |
Employee compensation and benefits | 93,038 | 66,819 | 41,715 | |
Tax expense (benefit) | (2,292) | (1,035) | 1,304 | |
Net income | $ 8,296 | $ 18,755 | $ 10,382 | |
Basic (in dollars per share) | $ 0.28 | $ 0.55 | $ 0.24 | |
Diluted (in dollars per share) | $ 0.26 | $ 0.51 | $ 0.22 | |
Commissions and agency fees receivable, net | $ 12,056 | $ 18,604 | ||
Receivable from franchisees | 29,673 | 20,279 | ||
Deferred income taxes, net | 125,676 | 73,363 | ||
Other assets | 4,742 | 3,938 | ||
Accounts payable and accrued expenses | 10,502 | 8,101 | ||
Contract liabilities | 6,054 | 4,233 | ||
Contract with Customer, Liability | 48,608 | 34,201 | $ 22,795 | |
Accumulated deficit | (60,671) | (34,614) | ||
Non-controlling interests | (55,168) | (33,528) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (69,188) | (38,404) | (31,007) | $ (25,203) |
Bad debt expense | 2,999 | 1,576 | 725 | |
Impact of tax receivable agreement | 40,759 | 48,760 | 11,676 | |
Deferred income taxes | (43,277) | (49,066) | (11,382) | |
Increase (Decrease) In Accounts Receivable - Franchise Receivable | 10,599 | 7,085 | 5,161 | |
Increase (Decrease) In Accounts Receivable - Commissions And Agency Fees Receivable | (4,722) | 12,909 | (2,474) | |
Increase (Decrease) in Other Operating Assets | 805 | 2,581 | 346 | |
Accounts payable and accrued expenses | 2,956 | 2,541 | 913 | |
Unearned revenue | 0 | 0 | (51) | |
Net Cash Provided by (Used in) Operating Activities | 35,444 | 24,643 | 21,241 | |
Commissions and agency fees | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenues | 82,651 | 71,811 | 46,366 | |
Franchise revenues | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Revenues | $ 67,508 | $ 44,390 | $ 30,503 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |
Term of franchise contract | 10 years |
Amortization period | 10 years |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 151,312 | $ 117,014 | $ 77,486 |
Renewal Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 39,111 | 28,891 | 22,924 |
New Business Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 22,108 | 17,324 | 11,961 |
Agency Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 11,506 | 8,921 | 6,058 |
Contingent Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 9,926 | 16,675 | 5,423 |
Renewal Royalty Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 46,079 | 29,309 | 19,462 |
New Business Royalty Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 14,616 | 10,623 | 7,149 |
Initial Franchise Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 6,516 | 4,236 | 3,784 |
Other Franchise Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 297 | 222 | |
Interest income | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,153 | 813 | $ 617 |
Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 72,725 | 55,136 | |
Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 78,587 | 61,878 | |
Franchise Channel | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 76,039 | 55,957 | |
Franchise Channel | Renewal Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Franchise Channel | New Business Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Franchise Channel | Agency Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Franchise Channel | Contingent Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 7,378 | 10,754 | |
Franchise Channel | Renewal Royalty Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 46,079 | 29,309 | |
Franchise Channel | New Business Royalty Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 14,616 | 10,623 | |
Franchise Channel | Initial Franchise Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 6,516 | 4,236 | |
Franchise Channel | Other Franchise Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 297 | 222 | |
Franchise Channel | Interest income | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,153 | 813 | |
Franchise Channel | Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Franchise Channel | Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 76,039 | 55,957 | |
Corporate Channel | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 75,273 | 61,057 | |
Corporate Channel | Renewal Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 39,111 | 28,891 | |
Corporate Channel | New Business Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 22,108 | 17,324 | |
Corporate Channel | Agency Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 11,506 | 8,921 | |
Corporate Channel | Contingent Commissions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2,548 | 5,921 | |
Corporate Channel | Renewal Royalty Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Corporate Channel | New Business Royalty Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Corporate Channel | Initial Franchise Fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Corporate Channel | Other Franchise Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Corporate Channel | Interest income | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | |
Corporate Channel | Transferred at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 72,725 | 55,136 | |
Corporate Channel | Transferred over time | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 2,548 | $ 5,921 |
Revenues - Contract Balances (D
Revenues - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Cost to obtain franchise contracts | $ 1,973 | $ 1,412 | |
Increase (decrease) in contract with customer, asset | 561 | ||
Commissions and agency fees receivable, net | 12,056 | 18,604 | |
Increase (decrease) in commissions and fees receivable, net | (6,548) | ||
Receivable from franchisees | 29,673 | 20,279 | |
Increase (decrease) in receivables from franchisees | 9,394 | ||
Customer liability | 48,608 | 34,201 | $ 22,795 |
Increase (decrease) in contract liability | 14,407 | 11,406 | 6,281 |
Contract Liability [Roll Forward] | |||
Contract liability at beginning of period | 34,201 | 22,795 | |
Revenue recognized during the period | (6,516) | (4,236) | |
New deferrals | 20,923 | 15,642 | |
Contract liability at end of period | $ 48,608 | $ 34,201 | $ 22,795 |
Revenues - Contract Liability (
Revenues - Contract Liability (Details) - Franchise Channel $ in Thousands | Dec. 31, 2021USD ($) |
Disaggregation of Revenue [Line Items] | |
2022 | $ 6,054 |
2023 | 5,969 |
2024 | 5,904 |
2025 | 5,767 |
2026 | 5,629 |
Thereafter | 19,285 |
Total | $ 48,608 |
Franchise fees receivable - Bal
Franchise fees receivable - Balance of Franchise Fees Receivable (Details) - Initial Franchise Fees - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Franchise fees receivable | $ 40,171 | $ 25,757 | |
Less: Unamortized discount | (9,518) | (6,553) | |
Less: Allowance for uncollectible franchise fees | (303) | (149) | $ (52) |
Total franchise fees receivable | $ 30,350 | $ 19,055 |
Franchise fees receivable - Rol
Franchise fees receivable - Roll-Forward of Allowance (Details) - Initial Franchise Fees - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Beginning balance | $ 149 | $ 52 |
Charges to bad debts | 1,173 | 387 |
Write offs | (1,019) | (290) |
Ending balance | $ 303 | $ 149 |
Allowance for uncollectible a_3
Allowance for uncollectible agency fees - Roll-Forward of Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Bad debt expense | $ 2,999 | $ 1,576 | $ 725 |
Agency Fees | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Beginning balance | 468 | 178 | |
Bad debt expense | 1,826 | 1,189 | |
Write offs | (1,805) | (899) | |
Ending balance | $ 489 | $ 468 | $ 178 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 37,218 | $ 24,680 | |
Less accumulated depreciation | (12,285) | (8,030) | |
Property and equipment, net | 24,933 | 16,650 | |
Depreciation expense | 4,500 | 2,900 | $ 1,700 |
Furniture & fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 7,283 | 4,404 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,369 | 2,453 | |
Network equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 514 | 352 | |
Phone system | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 937 | 937 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 25,115 | $ 16,534 |
Intangible assets - Components
Intangible assets - Components and Expected Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Computer software & web domain | $ 4,168 | $ 1,473 | |
Less accumulated amortization | (1,370) | (924) | |
Intangible assets, net | $ 2,798 | 549 | |
Weighted average amortization period (years) | 3 years 3 days | ||
Amortization expense | $ 400 | 300 | $ 200 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract] | |||
2022 | 577 | ||
2023 | 969 | ||
2024 | 739 | ||
2025 | 512 | ||
2026 and thereafter | 1 | ||
Intangible assets, net | $ 2,798 | $ 549 |
Employee benefit obligation (De
Employee benefit obligation (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)year | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |||
Minimum age to be eligible | year | 21 | ||
Minimum service period to be eligible | 6 months | ||
Employer match, percentage of salary deferral | 100.00% | ||
Employer match, percentage of compensation | 3.00% | ||
Employer match, vesting period | 4 years | ||
Matching contributions | $ | $ 1 | $ 0.8 | $ 0.6 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jul. 21, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 06, 2020USD ($) |
Debt Instrument [Line Items] | |||||
Leverage Ratio | 3.50 | ||||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Additional commitments | $ 25,000,000 | ||||
Letter of credit | $ 167,000 | ||||
Remaining borrowing availability | 24,800,000 | ||||
Line of Credit | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing availability | 50,000,000 | $ 25,000,000 | |||
Interest expense | 400,000 | $ 100,000 | $ 500,000 | ||
Revolver balance | 25,000,000 | ||||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | $ 100,000,000 | 98,800,000 | |||
Secured Debt | Debt Repayment, First Twelve Months | |||||
Debt Instrument [Line Items] | |||||
Periodic payment | 600,000 | ||||
Secured Debt | Debt Repayment, Second 12 Months | |||||
Debt Instrument [Line Items] | |||||
Periodic payment | 1,300,000 | ||||
Secured Debt | Debt Repayment, Third Twelve Months | |||||
Debt Instrument [Line Items] | |||||
Periodic payment | 1,900,000 | ||||
Secured Debt | Debt Repayment, Last Twelve Months | |||||
Debt Instrument [Line Items] | |||||
Periodic payment | $ 2,500,000 | ||||
Secured Debt | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | 2.50% | |||
Notes Payable to Banks | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | $ 80,000,000 | ||||
Debt issuance costs | $ 1,000,000 |
Debt - Leverage (Details)
Debt - Leverage (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 3.50 |
Less than 1.50 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 1.50 |
Less than 1.50 | LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.75% |
Greater than 1.50 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 1.50 |
Greater than 1.50 | LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.00% |
Greater than 2.50 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 2.50 |
Greater than 2.50 | LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Greater than 3.50 | |
Debt Instrument [Line Items] | |
Leverage Ratio | 3.50 |
Greater than 3.50 | LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.50% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Note Payable (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 4,375 |
2023 | 6,875 |
2024 | 9,375 |
2025 | 10,000 |
2026 | 68,125 |
Total | $ 98,750 |
Income taxes - Schedule of Comp
Income taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income taxes | |||
Federal | $ 0 | $ (1,719) | $ 735 |
State and local | 226 | 373 | 283 |
Total current income taxes | 226 | (1,346) | 1,018 |
Deferred income taxes | |||
Federal | (4,316) | 217 | 260 |
State and local | 1,798 | 94 | 26 |
Total deferred income taxes | (2,518) | 311 | 286 |
Income tax expense (benefit) | $ (2,292) | $ (1,035) | $ 1,304 |
Income taxes - Schedule of Reco
Income taxes - Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before taxes | $ 6,004 | $ 17,720 | $ 11,686 |
Income before taxes | 6,004 | 17,720 | 11,686 |
Income taxes at U.S. federal statutory rate | 1,261 | 3,720 | 2,454 |
Tax on income not subject to entity level federal income tax | (617) | (2,264) | (1,453) |
Non-deductible stock compensation costs | (4,530) | (3,004) | 0 |
Non-deductible employee moving expenses | 6 | 1 | 0 |
Meals & Entertainment | 25 | 47 | 61 |
State income tax, net of federal benefit | 1,553 | 524 | 236 |
Other | 10 | (59) | 6 |
Income tax expense (benefit) | $ (2,292) | $ (1,035) | $ 1,304 |
Income taxes - Schedule of Defe
Income taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 8,929 | $ 703 |
Investment in flow-through entity | 116,747 | 72,660 |
Net deferred tax asset | $ 125,676 | $ 73,363 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) shares in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Uncertain tax positions | $ 0 | ||
Domestic Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | 40,200,000 | ||
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 5,500,000 | ||
LLC Units | |||
Income Tax Contingency [Line Items] | |||
Redemption of LLC Units (in shares) | 1.5 | 2.6 | |
LLC Units | Noncontrolling interest holders | |||
Income Tax Contingency [Line Items] | |||
Redemption of LLC Units (in shares) | 1.5 | 2.6 | 1.4 |
Tax Receivable Agreement | |||
Income Tax Contingency [Line Items] | |||
Percentage due to related parties | 85.00% | ||
Pre-IPO LLC Members | Tax Receivable Agreement | |||
Income Tax Contingency [Line Items] | |||
Percentage due to related parties | 85.00% | ||
Due to related parties | $ 101,000,000 | $ 62,100,000 | |
Due to related parties, current | $ 0 | $ 500,000 |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) | Dec. 31, 2021voteshares | Dec. 31, 2020shares | May 01, 2018vote |
Class of Stock [Line Items] | |||
Vote per share (in votes) | 1 | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding (in shares) | shares | 20,198,005 | 18,303,649 | |
Vote per share (in votes) | 1 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock shares outstanding (in shares) | shares | 16,909,343 | 18,446,689 | |
Vote per share (in votes) | 1 |
Stockholders' equity - Basic an
Stockholders' equity - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pro forma earnings per share: | |||
Income (loss) before taxes | $ 6,004 | $ 17,720 | $ 11,686 |
Less: income (loss) before taxes attributable to non-controlling interests | 2,893 | 9,468 | 6,956 |
Income (loss) before taxes attributable to GSHD | 3,111 | 8,252 | 4,730 |
Less: income tax expense attributable to GSHD | (2,292) | (1,035) | 1,163 |
Net income (loss) attributable to GSHD | $ 5,403 | $ 9,287 | $ 3,567 |
Earnings per share of Class A common stock - basic (in dollars per share) | $ 0.28 | $ 0.55 | $ 0.24 |
Earnings per share of Class A common stock - diluted (in dollars per share) | $ 0.26 | $ 0.51 | $ 0.22 |
Class A Common Stock | |||
Pro forma earnings per share: | |||
Weighted average shares of Class A common stock outstanding - basic (in shares) | 19,181 | 16,785 | 14,864 |
Effect of dilutive securities, stock options (in shares) | 1,632 | 1,598 | 1,236 |
Weighted average shares of Class A common stock outstanding - diluted (in shares) | 20,813 | 18,383 | 16,100 |
Earnings per share of Class A common stock - basic (in dollars per share) | $ 0.28 | $ 0.55 | $ 0.24 |
Earnings per share of Class A common stock - diluted (in dollars per share) | $ 0.26 | $ 0.51 | $ 0.22 |
Non-controlling interest - Narr
Non-controlling interest - Narrative (Details) shares in Thousands, $ in Millions | May 01, 2018 | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019shares |
Noncontrolling Interest [Line Items] | ||||
Distributions | $ | $ 0 | $ 4.8 | ||
Noncontrolling interest holders | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership interest held by non-controlling interest holders | 0.480 | 0.540 | ||
LLC Units | ||||
Noncontrolling Interest [Line Items] | ||||
Conversion ratio | 1 | |||
Redemption of LLC Units (in shares) | 1,500 | 2,600 | ||
LLC Units | Noncontrolling interest holders | ||||
Noncontrolling Interest [Line Items] | ||||
Redemption of LLC Units (in shares) | 1,500 | 2,600 | 1,400 | |
Class A Common Stock | ||||
Noncontrolling Interest [Line Items] | ||||
Redemption of LLC Units (in shares) | 1,500 | 2,600 | ||
Class B Common Stock | ||||
Noncontrolling Interest [Line Items] | ||||
Redemption of LLC Units (in shares) | 1,500 | 2,600 | ||
Pre-IPO LLC Members | ||||
Noncontrolling Interest [Line Items] | ||||
Distributions | $ | $ 2.7 | |||
Goosehead Insurance, Inc. | LLC Units | ||||
Noncontrolling Interest [Line Items] | ||||
Distributions | $ | $ 2.2 |
Non-controlling interest - Owne
Non-controlling interest - Ownership interests (Details) - shares shares in Thousands | Aug. 09, 2021 | Aug. 10, 2020 | Mar. 18, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Noncontrolling Interest [Line Items] | |||||
Number of LLC units outstanding (in shares) | 36,830 | 36,539 | 36,285 | 37,107 | 36,751 |
Noncontrolling interest, ownership percentage | 100.00% | 100.00% | |||
Goosehead Financial, LLC | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership interest held by Goosehead Insurance, Inc. | 54.40% | 49.80% | |||
Noncontrolling interest holders | |||||
Noncontrolling Interest [Line Items] | |||||
Ownership interest held by non-controlling interest holders | 45.60% | 50.20% | |||
Parent | |||||
Noncontrolling Interest [Line Items] | |||||
Number of LLC units outstanding (in shares) | 20,198 | 18,304 | |||
Non-controlling interest | |||||
Noncontrolling Interest [Line Items] | |||||
Number of LLC units outstanding (in shares) | 16,909 | 18,447 |
Non-controlling interest - Effe
Non-controlling interest - Effect of changes in ownership interests on equity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
Net Income attributable to Goosehead Insurance Inc. | $ 5,403 | $ 9,287 | $ 3,567 |
Decrease in additional paid-in capital as a result of the redemption of LLC interests | 0 | 0 | 0 |
Increase in additional paid-in capital as a result of activity under employee stock purchase plan | 796 | 542 | 325 |
Total effect of changes in ownership interest on equity attributable to Goosehead Insurance Inc. | 2,471 | 6,304 | 2,524 |
Parent | |||
Noncontrolling Interest [Line Items] | |||
Decrease in additional paid-in capital as a result of the redemption of LLC interests | (3,728) | (3,525) | (1,368) |
Increase in additional paid-in capital as a result of activity under employee stock purchase plan | $ 796 | $ 542 | $ 325 |
Equity-based compensation - Sch
Equity-based compensation - Schedule of Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 7,292 | $ 4,745 | $ 1,526 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 7,292 | $ 4,745 | $ 1,526 |
Equity-based compensation - Nar
Equity-based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 04, 2021 | Apr. 01, 2020 | May 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 07, 2019 | Apr. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | 154,000 | 1,010,000 | 80,000 | |||||
Grant price (in dollars per share) | $ 47.43 | $ 16.16 | $ 10.19 | |||||
Exercise price (in dollars per share) | $ 131.87 | $ 41.24 | $ 34.50 | |||||
Proceeds from stock options exercised | $ 4.6 | |||||||
Total fair value of stock options vested | $ 2.6 | $ 1.7 | $ 0.4 | |||||
Omnibus Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant (in shares) | 3,000,000 | |||||||
Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant (in shares) | 30,000 | |||||||
Shares outstanding (in shares) | 21,000 | 13,000 | ||||||
Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation cost | $ 5.2 | |||||||
Period for recognition | 2 years 3 months 14 days | |||||||
Directors and certain employees | Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | 1,650,000 | |||||||
Directors and certain employees | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Grant price (in dollars per share) | $ 10 | |||||||
Director | Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | 365,000 | |||||||
Director | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
Period for recognition | 3 years | |||||||
Employee | Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | 1,285,000 | |||||||
Employee | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Period for recognition | 4 years | |||||||
Managing Directors | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | 900,000 | |||||||
Grant price (in dollars per share) | $ 16.31 | |||||||
Exercise price (in dollars per share) | $ 40.88 | |||||||
Board of Directors and Managing Directors | Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | 153,500 | |||||||
Grant price (in dollars per share) | $ 47.43 | |||||||
Exercise price (in dollars per share) | $ 131.87 | |||||||
Class A Common Stock | Omnibus Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant (in shares) | 1,500,000 | |||||||
Class A Common Stock | Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant (in shares) | 20,000 |
Equity-based compensation - S_2
Equity-based compensation - Schedule of Stock Options Valuation Assumptions (Details) - Stock Options - USD ($) | Jan. 04, 2021 | Apr. 01, 2020 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 45.00% | 40.00% | 25.00% |
Expected dividend yield | $ 0 | $ 0 | $ 0 |
Expected term (in years) | 4 years 3 months | 6 years 6 months | 5 years 11 months 12 days |
Risk-free interest rate | 0.29% | 0.47% | 2.59% |
Equity-based compensation - Sum
Equity-based compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Option Activity | |||
Beginning balance, outstanding (in shares) | 2,290 | 1,730 | 1,650 |
Granted (in shares) | 154 | 1,010 | 80 |
Exercised (in shares) | (351) | (450) | 0 |
Forfeited (in shares) | (24) | 0 | 0 |
Expired (in shares) | 0 | 0 | 0 |
Ending balance, outstanding, (in shares) | 2,069 | 2,290 | 1,730 |
Options vested and exercisable as of December 31, 2021 (in shares) | 466 | ||
Options expected to vest as of December 31, 2021 (in shares) | 1,603 | ||
Stock Options, Weighted Average Exercise Price | |||
Beginning balance, outstanding, weighted average exercise price (in dollars per share) | $ 24.63 | $ 11.13 | $ 10 |
Granted (in dollars per share) | 131.87 | 41.24 | 34.50 |
Exercised (in dollars per share) | 10.83 | 10 | 0 |
Forfeited (in dollars per share) | 45.45 | 0 | 0 |
Expirations (in dollars per share) | 0 | 0 | 0 |
Ending balance, outstanding, weighted average exercise price (in dollars per share) | 34.68 | $ 24.63 | $ 11.13 |
Options vested and exercisable as of December 31, 2021 (in dollars per share) | 15.38 | ||
Options expected to vest as of December 31, 2021 (in dollars per share) | $ 40.23 | ||
Stock Option Activity, Additional Disclosures | |||
Beginning balance, outstanding aggregate intrinsic value | $ 20,901 | $ 5,969 | $ 5,153 |
Granted, aggregate intrinsic value | 7,280 | 16,322 | 816 |
Exercised, aggregate intrinsic value | 1,186 | 1,390 | 0 |
Forfeited, aggregate intrinsic value | 370 | 0 | 0 |
Expired, aggregate intrinsic value | 0 | 0 | 0 |
Ending balance, outstanding aggregate intrinsic value | 26,625 | $ 20,901 | $ 5,969 |
Options vested and exercisable as of December 31, 2021, intrinsic value | 2,265 | ||
Options expected to vest as of December 31, 2021, intrinsic value | $ 24,360 | ||
Outstanding as of December 31, 2021, Weighted Average Remaining Contractual Life (Years) | 7 years 5 months 4 days | ||
Options vested and exercisable as of December 31, 2021, Weighted Average Remaining Contractual Life (Years) | 6 years 4 months 17 days | ||
Options expected to vest as of December 31, 2021, Weighted Average Remaining Contractual Life (Years) | 7 years 8 months 23 days |
Equity-based compensation - S_3
Equity-based compensation - Summary of Unvested Stock Option Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | |||
Unvested at beginning of year (in shares) | 1,977 | 1,517 | 1,559 |
Vested (in shares) | (504) | (550) | (122) |
Granted (in shares) | 154 | 1,010 | 80 |
Forfeited (in shares) | (24) | 0 | 0 |
Unvested at end of year (in shares) | 1,603 | 1,977 | 1,517 |
Weighted Average Grant-Date Fair Value | |||
Unvested at beginning of year (in dollars per share) | $ 10.09 | $ 3.15 | $ 3.13 |
Vested (in dollars per share) | 5.09 | 3.12 | 2.96 |
Granted (in dollars per share) | 47.43 | 16.16 | 10.19 |
Forfeited (in dollars per share) | 15.44 | 0 | 0 |
Unvested at end of year (in dollars per share) | $ 15.20 | $ 10.09 | $ 3.15 |
Dividends - Summary of total es
Dividends - Summary of total estimated dividends to be paid (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Aug. 09, 2021 | Jul. 28, 2021 | Aug. 10, 2020 | Jul. 30, 2020 | Mar. 18, 2019 | Mar. 07, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Dividends Payable [Line Items] | ||||||||
Dividends declared | $ 60,000 | $ 42,000 | $ 15,000 | |||||
LLC units held (in shares) | 36,830 | 36,539 | 36,285 | 37,107 | 36,751 | |||
LLC Units | ||||||||
Dividends Payable [Line Items] | ||||||||
Dividends declared | $ 60,000 | $ 42,000 | $ 15,000 | |||||
Class A Common Stock | ||||||||
Dividends Payable [Line Items] | ||||||||
Dividends declared | $ 31,657 | $ 19,843 | $ 5,962 | |||||
Dividends per share (in dollars per share) | $ 1.63 | $ 1.15 | $ 0.41 | |||||
LLC units held (in shares) | 19,429 | 17,263 | 14,421 | |||||
Class B Common Stock | ||||||||
Dividends Payable [Line Items] | ||||||||
Dividends declared | $ 28,343 | $ 22,157 | $ 9,038 | |||||
LLC units held (in shares) | 17,401 | 19,276 | 21,864 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | |||
Future maturity of lease liability | $ 52,228 | $ 36,136 | $ 18,500 |
Operating lease ROU asset | $ 32,656 | $ 22,513 | $ 11,200 |
Operating leases, lease term | 7 years | ||
Future operating lease commitments, not yet commenced | $ 12,600 | ||
Operating lease, not yet commenced, lease term | 7 years |
Leases - Lease Information, Ren
Leases - Lease Information, Rent Expense and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | |
Lease Information: | |||
Right-of use asset | $ 32,656 | $ 22,513 | $ 11,200 |
Short term lease liabilities | 4,893 | 3,203 | |
Long term lease liabilities | 47,335 | 32,933 | |
Total lease liabilities | $ 52,228 | $ 36,136 | $ 18,500 |
Weighted average remaining lease term (in years) | 8 years 1 month 6 days | 9 years 2 months 23 days | |
Weighted average incremental borrowing rate | 3.10% | 3.10% | |
Rent Expense: | |||
Gross operating lease cost | $ 4,798 | $ 3,111 | |
Sublease income | (7) | (25) | |
Net lease cost | 4,791 | 3,086 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | (16,092) | (36,136) | |
Right of use assets obtained in exchange for lease obligation | |||
Operating leases | $ 10,143 | $ 22,513 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | |||
2022 | $ 5,680 | ||
2023 | 7,465 | ||
2024 | 7,509 | ||
2025 | 7,557 | ||
2026 | 7,443 | ||
Thereafter | 24,019 | ||
Total lease payments | 59,673 | ||
Less: imputed interest | (7,445) | ||
Future maturity of lease liability | $ 52,228 | $ 36,136 | $ 18,500 |
Segment information - Schedule
Segment information - Schedule of Segment Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments (in segments) | segment | 2 | ||
Revenues: | |||
Revenues | $ 151,312 | $ 117,014 | $ 77,486 |
Other Franchise Revenues | 297 | 222 | 108 |
Interest Income | 1,153 | 813 | 617 |
Operating Expenses: | |||
Employee compensation and benefits, excluding equity-based compensation | 85,746 | 62,074 | 40,189 |
General and administrative expenses | 41,729 | 25,532 | 19,042 |
General and administrative expense, excluding state franchise tax | 19,042 | ||
Bad debts | 2,999 | 1,576 | 725 |
Total | 130,474 | 89,182 | 59,956 |
Adjusted EBITDA | 20,838 | 27,832 | 17,530 |
Other income | 185 | 90 | 0 |
Other income (expense) | 0 | ||
Equity based compensation | (7,292) | (4,745) | (1,526) |
Interest expense | (2,854) | (2,310) | (2,387) |
Depreciation and amortization | (4,873) | (3,147) | (1,931) |
Tax expense (benefit) | 2,292 | 1,035 | (1,304) |
Net Income | 8,296 | 18,755 | 10,382 |
Total Assets | 267,798 | 185,837 | 64,628 |
Franchise Channel | |||
Revenues: | |||
Revenues | 76,039 | 55,957 | |
Corporate Channel | |||
Revenues: | |||
Revenues | 75,273 | 61,057 | |
Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 76,039 | 55,957 | 34,650 |
Other Franchise Revenues | 297 | 222 | 108 |
Interest Income | 1,153 | 813 | 617 |
Operating Expenses: | |||
Employee compensation and benefits, excluding equity-based compensation | 32,975 | 26,231 | 16,673 |
General and administrative expenses | 18,439 | 9,618 | |
General and administrative expense, excluding state franchise tax | 7,392 | ||
Bad debts | 1,173 | 387 | 121 |
Total | 52,587 | 36,236 | 24,186 |
Adjusted EBITDA | 23,452 | 19,721 | 10,464 |
Other income | 77 | 90 | |
Other income (expense) | 0 | ||
Equity based compensation | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 |
Depreciation and amortization | (2,965) | (1,775) | (960) |
Tax expense (benefit) | 0 | 0 | 0 |
Net Income | 20,564 | 18,036 | 9,504 |
Total Assets | 57,164 | 82,804 | 22,676 |
Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 75,273 | 61,057 | 42,836 |
Other Franchise Revenues | 0 | 0 | 0 |
Interest Income | 0 | 0 | 0 |
Operating Expenses: | |||
Employee compensation and benefits, excluding equity-based compensation | 52,771 | 35,843 | 23,516 |
General and administrative expenses | 20,504 | 12,058 | |
General and administrative expense, excluding state franchise tax | 8,769 | ||
Bad debts | 1,826 | 1,189 | 604 |
Total | 75,101 | 49,090 | 32,889 |
Adjusted EBITDA | 172 | 11,967 | 9,947 |
Other income | 108 | 0 | |
Other income (expense) | 0 | ||
Equity based compensation | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 |
Depreciation and amortization | (1,908) | (1,372) | (971) |
Tax expense (benefit) | 0 | 0 | 0 |
Net Income | (1,628) | 10,595 | 8,976 |
Total Assets | 43,819 | 25,609 | 15,127 |
Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Other Franchise Revenues | 0 | 0 | 0 |
Interest Income | 0 | 0 | 0 |
Operating Expenses: | |||
Employee compensation and benefits, excluding equity-based compensation | 0 | 0 | 0 |
General and administrative expenses | 2,786 | 3,856 | |
General and administrative expense, excluding state franchise tax | 2,881 | ||
Bad debts | 0 | 0 | 0 |
Total | 2,786 | 3,856 | 2,881 |
Adjusted EBITDA | (2,786) | (3,856) | (2,881) |
Other income | 0 | 0 | |
Other income (expense) | 0 | ||
Equity based compensation | (7,292) | (4,745) | (1,526) |
Interest expense | (2,854) | (2,310) | (2,387) |
Depreciation and amortization | 0 | 0 | 0 |
Tax expense (benefit) | 2,292 | 1,035 | (1,304) |
Net Income | (10,640) | (9,876) | (8,098) |
Total Assets | 166,815 | 77,424 | 26,825 |
Renewal Commissions | |||
Revenues: | |||
Revenues | 39,111 | 28,891 | 22,924 |
Renewal Commissions | Franchise Channel | |||
Revenues: | |||
Revenues | 0 | 0 | |
Renewal Commissions | Corporate Channel | |||
Revenues: | |||
Revenues | 39,111 | 28,891 | |
Renewal Commissions | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Renewal Commissions | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 39,111 | 28,891 | 22,924 |
Renewal Commissions | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Agency Fees | |||
Revenues: | |||
Revenues | 11,506 | 8,921 | 6,058 |
Agency Fees | Franchise Channel | |||
Revenues: | |||
Revenues | 0 | 0 | |
Agency Fees | Corporate Channel | |||
Revenues: | |||
Revenues | 11,506 | 8,921 | |
Agency Fees | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Agency Fees | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 11,506 | 8,921 | 6,058 |
Agency Fees | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
New Business Commissions | |||
Revenues: | |||
Revenues | 22,108 | 17,324 | 11,961 |
New Business Commissions | Franchise Channel | |||
Revenues: | |||
Revenues | 0 | 0 | |
New Business Commissions | Corporate Channel | |||
Revenues: | |||
Revenues | 22,108 | 17,324 | |
New Business Commissions | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
New Business Commissions | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 22,108 | 17,324 | 11,961 |
New Business Commissions | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Contingent Commissions | |||
Revenues: | |||
Revenues | 9,926 | 16,675 | 5,423 |
Contingent Commissions | Franchise Channel | |||
Revenues: | |||
Revenues | 7,378 | 10,754 | |
Contingent Commissions | Corporate Channel | |||
Revenues: | |||
Revenues | 2,548 | 5,921 | |
Contingent Commissions | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 7,378 | 10,754 | 3,530 |
Contingent Commissions | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 2,548 | 5,921 | 1,893 |
Contingent Commissions | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Commissions and agency fees | |||
Revenues: | |||
Revenues | 82,651 | 71,811 | 46,366 |
Commissions and agency fees | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 7,378 | 10,754 | 3,530 |
Commissions and agency fees | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 75,273 | 61,057 | 42,836 |
Commissions and agency fees | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Renewal Royalty Fees | |||
Revenues: | |||
Revenues | 46,079 | 29,309 | 19,462 |
Renewal Royalty Fees | Franchise Channel | |||
Revenues: | |||
Revenues | 46,079 | 29,309 | |
Renewal Royalty Fees | Corporate Channel | |||
Revenues: | |||
Revenues | 0 | 0 | |
Renewal Royalty Fees | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 46,079 | 29,309 | 19,462 |
Renewal Royalty Fees | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Renewal Royalty Fees | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
New Business Royalty Fees | |||
Revenues: | |||
Revenues | 14,616 | 10,623 | 7,149 |
New Business Royalty Fees | Franchise Channel | |||
Revenues: | |||
Revenues | 14,616 | 10,623 | |
New Business Royalty Fees | Corporate Channel | |||
Revenues: | |||
Revenues | 0 | 0 | |
New Business Royalty Fees | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 14,616 | 10,623 | 7,149 |
New Business Royalty Fees | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
New Business Royalty Fees | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Initial Franchise Fees | |||
Revenues: | |||
Revenues | 6,516 | 4,236 | 3,784 |
Initial Franchise Fees | Franchise Channel | |||
Revenues: | |||
Revenues | 6,516 | 4,236 | |
Initial Franchise Fees | Corporate Channel | |||
Revenues: | |||
Revenues | 0 | 0 | |
Initial Franchise Fees | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 6,516 | 4,236 | 3,784 |
Initial Franchise Fees | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Initial Franchise Fees | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Franchise Revenues | |||
Revenues: | |||
Revenues | 67,508 | 44,390 | 30,503 |
Franchise Revenues | Operating Segments | Franchise Channel | |||
Revenues: | |||
Revenues | 67,508 | 44,390 | 30,503 |
Franchise Revenues | Operating Segments | Corporate Channel | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Franchise Revenues | Other | |||
Revenues: | |||
Revenues | 0 | 0 | 0 |
Interest income | |||
Revenues: | |||
Revenues | 1,153 | 813 | 617 |
Interest Income | 1,153 | 813 | 617 |
Interest income | Franchise Channel | |||
Revenues: | |||
Revenues | 1,153 | 813 | |
Interest income | Corporate Channel | |||
Revenues: | |||
Revenues | 0 | 0 | |
Interest income | Operating Segments | Franchise Channel | |||
Revenues: | |||
Interest Income | 1,153 | 813 | 617 |
Interest income | Operating Segments | Corporate Channel | |||
Revenues: | |||
Interest Income | 0 | 0 | 0 |
Interest income | Other | |||
Revenues: | |||
Interest Income | $ 0 | $ 0 | $ 0 |
Uncategorized Items - gshd-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |