Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 7, 2018
 
GOOSEHEAD INSURANCE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-38466
 
82-3886022
 
 
 
 
 
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
  
 
1500 Solana Blvd, Building 4, Suite 4500
Westlake, TX
 
76262
 
(Address of principal executive offices)
 
(Zip Code)
   
 
(214) 838-5500
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company þ
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





 
 Item 2.02 Results of Operations and Financial Condition.
 
On August 7, 2018, Goosehead Insurance, Inc issued a press release announcing its financial results for the quarter ended June 30, 2018. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
 
Description
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
GOOSEHEAD INSURANCE, INC. 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Mark E. Jones
 
 
Mark E. Jones
Chairman and Chief Executive Officer 
  
Date: August 7, 2018
 
EXHIBIT INDEX
 
No. 
 
Description
 
 
 
99.1

 
Press Release issued by Goosehead Insurance, Inc. on August 7, 2018. 
 
 


Exhibit


Exhibit 99.1
 


GOOSEHEAD INSURANCE, INC. ANNOUNCES SECOND QUARTER 2018 RESULTS
- Revenues Grew 36% Over Prior-Year Period to $14.8 Million -
- Total Written Premiums Increased 52% Over Prior-Year Period -
- Corporate Sales Headcount Grew 74% Over Prior-Year Period -
- Total Operating Franchises Grew 58% Over Prior-Year Period -

WESTLAKE, TEXAS - August 7, 2018 - Goosehead Insurance, Inc. (“Goosehead” or the “Company”) (NASDAQ: GSHD), a rapidly growing independent personal lines insurance agency,
today announced results for the second quarter ended June 30, 2018.
Second Quarter 2018 Highlights
Revenues grew 36% to $14.8 million, from $10.9 million in the prior-year period.
Net loss attributable to Goosehead Insurance, Inc. of $9.2 million, or $0.68 per share, primarily due to one-time non-cash Class B unit compensation expense related to the IPO.
Total Adjusted EBITDA* rose 27% to $4.0 million, from $3.2 million in the prior-year period.
Total written premiums of $132.6 million, a 52% increase from the prior-year period.
Policies in force were 282,369 as of June 30, 2018, a 49% increase compared to 189,208 as of June 30, 2017, and a 12% increase from 251,972 as of March 31, 2018.
Corporate sales headcount rose to 148 as of June 30, 2018, a 74% increase from June 30, 2017.
Total operating franchises stood at 385 as of June 30, 2018, a 58% increase from June 30, 2017.

*Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure presented in accordance with GAAP is set forth in the reconciliation table accompanying this release.

“We continued our strong momentum in the second quarter, generating additional robust revenue and Adjusted EBITDA growth,” stated Mark E. Jones, Chairman and Chief Executive Officer of Goosehead. “We are also pacing very well growing new business and continuing to record large





increases in total written premiums and policies in force. Importantly, our strategic approach of separating our sales and service functions allowed us to maintain our strong client retention rate of 88% and our best-in-class Net Promoter Score (NPS) of 87. We believe that these efforts continue to position us well for higher-margin growth and earnings expansion over the longer term.”

“During the quarter, we accelerated our Corporate sales hiring in order to take advantage of a high-quality recruiting pipeline, while adding 44 net new operating franchises,” added Mr. Jones. “By investing opportunistically in our human capital and ensuring our new recruits learn our industry-disrupting technology and sales blueprint, we believe we are positioned to increase our rate of winning new business and further fuel our growth. As we look to the remainder of 2018, we remain focused on our core Corporate and Franchise growth strategy, while continuing to provide our clients with the broadest choice for coverage and world-class service, which we believe should create sustainable long-term value for our shareholders.”


Second Quarter 2018 Results

For the second quarter of 2018, revenues were $14.8 million, a 36% increase from $10.9 million in the prior-year period, driven primarily by higher commissions, agency fees and higher franchise royalty fees generated by renewal business.

Total written premium for the second quarter of 2018 grew 52% to $132.6 million from $87.5 million in the prior-year period.

Total operating expenses for the second quarter of 2018 were $37.5 million, up from $8.1 million in the prior-year period, primarily due to $26.4 million in equity-based compensation costs ($26.0 million related to one-time vesting of historical Class B units as part of our IPO). In future quarters, the only equity-based compensation the Company expects to incur is via the vesting of stock options. Excluding equity-based compensation, operating expenses for the second quarter of 2018 were $10.8 million, a 40% increase from $7.7 million in the prior-year period. Normal operating expenses increased primarily due to larger employee compensation and benefit expenses related to a continued ramp-up in corporate agent headcount and the number of operating franchises, as well as higher overall general and administrative expenses.






Net loss for the second quarter of 2018 was $23.9 million, compared to net income of $5.8 million in the prior-year period. Net loss for the second quarter of 2018 included the aforementioned $26.0 million of equity-based compensation costs, while net income for the second quarter of 2017 included $3.5 million in one-time income related to a transaction with a former franchisee.

Net loss attributable to Goosehead Insurance, Inc. for the second quarter of 2018 was $9.2 million, or $0.68 per share.

Total Adjusted EBITDA rose 27% for the second quarter of 2018 to $4.0 million, from $3.2 million in the prior-year period. Total Adjusted EBITDA margin was 27%, compared to 29% in the prior-year period, primarily due to additional employee compensation and benefits from increased hiring and number of operating franchises, additional rent expense from the Company’s corporate headquarters relocation in July 2017, timing of contingent commissions received (an annual contingent commission payment from one of the Company's larger carriers paid during the second quarter last year was paid during the first quarter this year), and partially offset by growth in higher-margin renewal revenue in both the Corporate and Franchise channels.

Corporate Channel

Revenues generated through the Corporate Channel in the second quarter of 2018 were $8.5 million, a 31% increase from $6.5 million in the prior-year period. The revenue growth was primarily driven by new business due to a 74% increase in Corporate sales agent headcount, as well as higher renewal revenue related to the growth in the number of policies in the renewal term over the past year.

The Company had total corporate sales agent headcount of 148 at June 30, 2018, a 74% increase from 85 as of June 30, 2017 and a 22% sequential increase from 121 as of March 31, 2018 as the Company continues to invest for future growth.

Adjusted EBITDA for the Corporate Channel segment in the second quarter of 2018 was $1.9 million, comparable to the prior-year period, as an increase in higher-margin renewal revenue and higher new business revenue due to the increase in hiring of corporate agents was offset by higher employee compensation and benefits as a result of the increased hiring. Adjusted EBITDA margin for the Corporate Channel for the second quarter of 2018 was 22%, compared to 29% in the prior-year period, primarily due to the Company’s continued investment in growth by significantly





increasing corporate sales agent headcount, which resulted in higher employee compensation and benefits. The additional investment was offset by the growth in new business and renewal revenues.

Franchise Channel

Revenues generated through the Franchise Channel in the second quarter of 2018 were $6.3 million, a 44% increase from $4.4 million in the prior-year period. The revenue growth was primarily driven by higher royalty fees due to an increase in the number of operating franchises, greater royalty fees generated on renewal business versus new business, and higher initial franchise fees attributable to an increase in the total number of franchises that attended training from the prior-year period.

As of June 30, 2018, the Company grew operating franchises 58% to 385, from 244 as of June 30, 2017, and produced a 13% sequential increase from 341 as of March 31, 2018.

Adjusted EBITDA for the Franchise Channel in the second quarter of 2018 rose 75% to $2.2 million, from $1.3 million in the prior-year period, driven by an increase in higher-margin renewal revenue, as well as higher initial franchise fees and new business revenue from a larger franchise agency base. Adjusted EBITDA margin for the Franchise Channel for the second quarter of 2018 expanded 600 basis points to 35%, compared to 29% in the prior-year period due to the growth in higher-margin royalties related to policies in their renewal terms.

Six Months 2018 Results

For the six months ended June 30, 2018, revenues grew by 41% to $29.4 million from $20.8 million in the prior-year period, driven primarily by higher commissions, agency fees and higher franchise royalty fees generated by renewal business, as well as an increase in contingent commissions received.

Net loss for the six months ended June 30, 2018 was $20.1 million, compared to net income of $8.1 million in the prior-year period. Net loss for the six months ended June 30, 2018 included the aforementioned equity-based compensation costs of $26.0 million, while net income for the six months ended June 30, 2017 included $3.5 million in one-time income related to a transaction with a former franchisee.






Total Adjusted EBITDA rose 49% for the six months ended June 30, 2018 to $9.1 million, from $6.1 million in the prior-year period. Total Adjusted EBITDA margin for the six months ended June 30, 2018 was 31%, compared to 29% in the prior-year period, primarily due to growth in higher-margin renewal revenue in both the Corporate and Franchise channels and partially offset by additional employee compensation and benefits from increased hiring and number of operating franchises, as well as additional rent expense from the Company’s corporate headquarters relocation in July 2017.

Liquidity and Capital Resources

As of June 30, 2018, the Company had cash and cash equivalents of $18.9 million, an unused line of credit of $2.5 million, and outstanding notes payable of $48.5 million on its balance sheet.

Subsequent Event
Goosehead also announced yesterday that it has refinanced its existing $50.0 million term loan and $3.0 million line of credit into a new $40.0 million term note payable and $13.0 million revolving credit facility agreement, effective August 3, 2018. Goosehead also has the ability, subject to approval, to increase the commitments under the credit facilities by an additional $50.0 million.
Under the new agreement, borrowings initially accrue interest on amounts drawn at LIBOR plus 2.50%, a 300 basis point improvement from the retired debt’s accrued interest rate of LIBOR plus 5.50%. Interest rates past the initial period are based on the Company’s leverage ratio for the preceding period, but are capped at LIBOR plus 2.50%.
As of August 3, 2018, there was $50.0 million of debt outstanding ($40.0 million term note payable and $10.0 million drawn on the new revolving credit facility).

Conference Call Information
Goosehead will host a conference call and webcast today at 5:00 PM ET to discuss these results.

The dial-in number for the conference call is (844) 898-2795 (toll-free) or (210) 874-7848 (international). Please dial the number 10 minutes prior to the scheduled start time.






In addition, a live webcast of the conference call will also be available on Goosehead’s investor relations website at http://ir.gooseheadinsurance.com.

A webcast replay of the call will be available at http://ir.gooseheadinsurance.com for one year following the call.

About Goosehead
Goosehead (NASDAQ: GSHD) is a rapidly growing and innovative independent personal lines insurance agency that distributes its products and services throughout the United States. Goosehead was founded on the premise that the consumer should be at the center of our universe and that everything we do should be directed at providing extraordinary value by offering broad product choice and a world-class service experience. Goosehead represents over 80 insurance companies that underwrite personal lines and small commercial lines risks, and its operations include a network of seven corporate sales offices and over 490 operating and contracted franchise locations. For more information, please visit www.gooseheadinsurance.com.
Forward-Looking Statements
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Goosehead’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or Goosehead’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, conditions impacting insurance carriers or other parties with which Goosehead does business, the loss of one or more key executives or an inability to attract and retain qualified personnel and the failure to attract and





retain highly qualified franchisees. These risks and uncertainties also include, but are not limited to, those described under the caption “Risk Factors” in Goosehead’s prospectus relating to its Registration Statement on Form S-1 (Registration Number 333-224080) filed with the SEC pursuant to Rule 424(b)(4) under the U.S. Securities Act of 1933, as amended, and in Goosehead’s other filings with the SEC, which are available free of charge on the Securities Exchange Commission's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to Goosehead or to persons acting on behalf of Goosehead are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Goosehead does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.

Contacts
Investor Contact:
Garrett Edson
ICR
Phone: (214) 838-5145
E-mail: IR@goosehead.com

Media Contact:
Robin Weinberg / Kate Gorgi
Sard Verbinnen & Co
Phone: (212) 687-8080
E-mail: Goosehead-SVC@sardverb.com





Goosehead Insurance, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
  

Three Months Ended June 30

Six Months Ended June 30
  

2018

2017

2018

2017
Revenues:








Commissions and agency fees

$
8,716,016


$
6,854,232


$
18,311,592


$
13,216,078

Franchise revenues

5,969,392


3,969,912


10,879,920


7,451,028

Interest income

102,304


54,486


185,081


102,473

Total revenues

14,787,712


10,878,630


29,376,593


20,769,579

Operating Expenses:








Employee compensation and benefits (including Class B unit compensation of $26,134,271 for the three and six months ended June 30, 2018 and $184,613 for the three and six months ended 2017)

33,854,619


5,575,415


40,690,044


10,443,062

General and administrative expenses

3,025,695


2,011,268


5,399,317


3,844,867

Bad debts

305,965


323,208


585,654


575,090

Depreciation and amortization

350,548


158,177


687,483


295,834

Total operating expenses

37,536,827


8,068,068


47,362,498


15,158,853

(Loss) Income from operations

(22,749,115
)

2,810,562


(17,985,905
)

5,610,726

Other Income (Expense):








Other Income



3,540,932




3,540,932

Interest expense

(972,158
)

(527,038
)

(1,967,560
)

(1,059,753
)
(Loss) Income before taxes

(23,721,273
)

5,824,456


(19,953,465
)

8,091,905

Income tax expense

154,093




154,093



Net (Loss) Income

(23,875,366
)

5,824,456


(20,107,558
)

8,091,905

Less: net (loss) income attributable to non-controlling interests

(14,640,985
)

5,824,456


(10,873,177
)

8,091,905

Net (Loss) Income attributable to Goosehead Insurance, Inc.

$
(9,234,381
)

$


$
(9,234,381
)

$

Earnings per share:












Basic

$
(0.68
)

n/a


$
(0.68
)

n/a

Diluted

$
(0.68
)

n/a


$
(0.68
)

n/a

Weighted average shares of Class A common stock outstanding












Basic

13,533,267


n/a


13,533,267


n/a

Diluted

13,533,267


n/a


13,533,267


n/a














Pro forma net income:












Pro forma income before taxes attributable to Goosehead Insurance, Inc.

n/a


2,172,659


n/a


3,018,471

Pro forma income tax expense

n/a


$
(519,266
)

n/a


$
(721,415
)
Pro forma net income attributable to Goosehead Insurance, Inc.

n/a


$
1,653,393


n/a


$
2,297,056










Pro forma earnings per share:












Basic

n/a


$
0.12


n/a


$
0.17

Diluted

n/a


$
0.12


n/a


$
0.16

Pro forma weighted average shares of Class A common stock outstanding:












Basic

n/a


13,533,267


n/a


13,533,267

Diluted

n/a


14,329,293


n/a


14,329,293






Goosehead Insurance, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
  

June 30

December 31
  

2018

2017
Assets




Current Assets




Cash and cash equivalents

$
18,938,455


$
4,947,671

Restricted cash

616,414


417,911

Commissions and agency fees receivable, net

1,958,539


1,268,172

Receivable from franchisees, net

396,922


564,087

Prepaid expenses

937,826


521,362

Total current assets

22,848,156


7,719,203

Receivable from franchisees, net of current portion

1,841,844


1,360,686

Property and equipment, net of accumulated depreciation

6,934,029


6,845,121

Intangible assets, net of accumulated amortization

241,286


216,468

Other assets

149,806


565,191

Total assets

$
32,015,121


$
16,706,669

Liabilities and Stockholders’ Equity




Current Liabilities:




Accounts payable and accrued expenses

$
4,305,386


$
2,759,241

Premiums payable

616,414


417,911

Unearned revenue

510,000


1,062,050

Dividends payable



550,000

Deferred rent

420,850


477,818

Note payable

500,000


500,000

Total current liabilities

6,352,650


5,767,020

Deferred income taxes, net
 
90,532

 

Deferred rent, net of current portion

4,252,020


3,916,257

Note payable, net of current portion

48,004,034


48,156,340

Total liabilities

58,699,236


57,839,617

Commitments and contingencies (see note 6)




Members’ deficit



(41,132,948
)
Class A common stock, $.01 par value per share - 300,000,000 shares authorized, 13,533,267 shares issued and outstanding as of June 30, 2018, zero issued and outstanding as of December 31, 2017

135,333



Class B common stock, $.01 par value per share - 50,000,000 shares authorized, 22,746,667 issued and outstanding as of June 30, 2018, zero issued and outstanding as of December 31, 2017

227,467



Additional paid in capital

89,033,692



Accumulated deficit

(7,558,112
)


Total stockholders' equity and members' deficit

81,838,380


(41,132,948
)
Non-controlling interests

(108,522,495
)


Total equity

(26,684,115
)

(41,132,948
)
Total liabilities and stockholders' equity

$
32,015,121


$
16,706,669







Goosehead Insurance, Inc.
Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to Net Income
This release includes Adjusted EBITDA and Adjusted EBITDA Margin that are not required by, or presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The Company refers to these measures as “non-GAAP financial measures.” The Company uses these non-GAAP financial measures when planning, monitoring and evaluating its performance and considers these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax position, depreciation, amortization and certain other items that the Company believes are not representative of its core business. The Company uses Adjusted EBITDA and Adjusted EBITDA Margin for business planning purposes and in measuring its performance relative to that of its competitors.
These non-GAAP financial measures are defined by the Company as follows:
“Adjusted EBITDA” is a supplemental measure of the Company’s performance and is defined as net income before interest, income taxes, depreciation and amortization, adjusted to exclude equity-based compensation and other non-operating items. The Company believes that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of items that do not relate to business performance.
“Adjusted EBITDA Margin” is net income before interest, income taxes, depreciation and amortization, adjusted to exclude equity-based compensation and other non-operating items, divided by total revenue excluding other non-operating items. Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated and combined level.
While the Company believes that these non-GAAP financial measures are useful in evaluating its business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues or net income, in each case as recognized in accordance with GAAP. In addition, other companies, including companies in the Company’s industry, may calculate such measures differently, which reduces their usefulness as comparative measures.






 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2018

 
2017

 
2018

 
2017

Net (loss) income
 
$
(23,875,366
)
 
$
5,824,456

 
$
(20,107,558
)
 
$
8,091,905

Interest expense
 
972,158

 
527,038

 
1,967,560

 
1,059,753

Depreciation and amortization
 
350,548

 
158,177

 
687,483

 
295,834

Income tax expense
 
154,093

 

 
154,093

 

Equity-based compensation
 
26,393,999

 
184,613

 
26,393,999

 
184,613

Other income
 

 
(3,540,932
)
 

 
(3,540,932
)
Adjusted EBITDA
 
$
3,995,432

 
$
3,153,352

 
$
9,095,577

 
$
6,091,173

Adjusted EBITDA Margin(1)
 
27
%
 
29
%
 
31
%
 
29
%
(1) Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Total Revenue ($3,995,432/$14,787,712) and ($3,153,352/$10,878,630) for the three months ended June 30, 2018 and 2017 and ($9,095,577/$29,376,593) and ($6,091,173/$20,769,579) for the six months ended June 30, 2018 and 2017.

Goosehead Insurance, Inc.
Key Performance Indicators

 
 
June 30, 2018
 
March 31, 2018
 
June 30, 2017
Corporate sales agents < 1 year tenured
 
93

 
66

 
51

Corporate sales agents > 1 year tenured
 
55

 
55

 
34

Operating franchises < 1 year tenured (TX)
 
45

 
49

 
68

Operating franchises > 1 year tenured (TX)
 
159

 
149

 
110

Operating franchises < 1 year tenured (Non-TX)
 
130

 
105

 
46

Operating franchises > 1 year tenured (Non-TX)
 
51

 
38

 
20

Policies in Force
 
282,369

 
251,972

 
189,208

Client Retention
 
88
%
 
88
%
 
88
%
Premium Retention
 
95
%
 
94
%
 
94
%
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2018
 
March 31, 2018
 
June 30, 2017
Total Written Premium
 
$
132,648,674

 
$
100,948,381

 
$
87,494,689

Net Promoter Score ("NPS")
 
87

 
87

 
86