Goosehead Insurance, Inc. 10-K

Item 8. Financial statements and supplementary data Index to consolidated financial statements Page Goosehead Insurance, Inc. Annual consolidated financial statements Report of Independent Registered Public Accounting Firm 65 Consolidated statements of operations for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 67 Consolidated balance sheets as of December 31, 2020 and December 31, 2019 68 Consolidated statements of stockholders' equity for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 69 Consolidated statements of cash flows for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 71 Notes to the consolidated financial statements 72 1. Organization 72 2. Summary of significant accounting policies 73 3. Revenues 76 4. Franchise fees receivable 80 5. Allowance for uncollectible agency fees 81 6. Property and equipment 81 7. Intangible assets 81 8. Employee benefit obligation 82 9. Debt 82 10. Income taxes 83 11. Stockholder's equity 85 12. Non-controlling interest 86 13. Equity-based compensation 87 14. Dividends 90 15. Leases 91 16. Segment information 92 17. Litigation 95 18. Selected quarterly financial data (unaudited) 96 64 Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Directors of Goosehead Insurance, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Goosehead Insurance, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders ' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting. Change in Accounting Principle As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company adopted Revenue from Contracts with Customers (ASU 2014-09) (“Topic 606”), as amended, using the modified retrospective method. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Commissions and Agency Fees and Franchise Revenues – New and Renewal Commissions and New and Renewal Royalty Fees — Refer to Note 3 to the financial statements Critical Audit Matter Description Commissions revenue consists of commissions earned from insurance carriers for services performed on behalf of the insured in the placement of insurance policies both for the initial placement of the policies and the subsequent renewals of those policies. Commissions revenue is recorded at a point in time on the effective date of the policy. Franchise revenues consist of royalty fees earned by the Company for providing initial training, onboarding, ongoing 65 support and use of the Company’s business operations over the period of the franchise agreement based on a percentage of commissions earned by franchisees from insurance carriers. Royalty fees revenue is recognized over time under the sales- and usage-based exception on the effective date of policies placed by franchisees. The Company estimates the amount of commissions and royalty fees revenue to recognize on the effective date a policy is placed into service based on estimates of premiums placed, policy changes, and cancellations, net of a constraint. Management adjusts its estimates of revenue recognized for commissions and royalty fees based on cash collections during the terms of the policies. For the year ended December 31, 2020, commissions and agency fees was $71.8 million, of which $46.2 million relates to new and renewal commissions. For the year ended December 31, 2020, franchise revenue was $44.4 million, of which $39.9 million relates to new and renewal royalty fees. We identified commissions and royalty fees revenue as a critical audit matter because of the judgments necessary for management to estimate policy changes and cancellations and for management to estimate constraints for renewal commissions and renewal royalty fees. This required extensive audit effort due to the volume of commissions contracts and required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of policy changes, policy cancellations, and constraints and evaluating the results of those procedures. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s estimates of premiums placed, policy changes, policy cancellations, and constraints and adjustments to its estimates based on cash collections used to recognize revenue for commissions and royalty fees revenue included the following, among others: • We tested the operating effectiveness of controls over commissions and royalty fees revenue, including management’s controls over the adjustments to its estimates of policy changes, policy cancellations, and constraints based on cash collections. • We evaluated management's revenue estimates for commissions and royalty fees revenue made at year end based on cash collections during the terms of the policies by performing the following: ◦ Compared the adjustments of revenue based on cash collections used by management to historical cash collection rates for portfolios of policies with the same remaining policy term. ◦ Tested the accuracy and completeness of historical cash collection data used in the calculation of historical cash collection rates. • We evaluated management’s estimate of the constraints applied to renewal commissions and renewal royalty fees revenue by comparing the constraints to historical adjustments of commissions and royalty fees revenue. • We evaluated whether publicly available information contradicted management’s assumptions. /s/ Deloitte & Touche LLP Dallas, Texas February 26, 2021 We have served as the Company's auditor since 2017. 66 Goosehead Insurance, Inc. Consolidated statements of operations (In thousands, except per share amounts) Year Ended December 31, 2020 2019 2018 Revenues: Commissions and agency fees $ 71,811 $ 46,366 $ 36,704 Franchise revenues 44,390 30,503 23,022 Interest income 813 617 422 Total revenues 117,014 77,486 60,148 Operating Expenses: Employee compensation and benefits (including Class B unit compensation of $ 26,134 for the year ended December 31, 2018) 66,819 41,715 58,256 General and administrative expenses 25,532 19,042 13,060 Bad debts 1,576 725 1,298 Depreciation and amortization 3,147 1,931 1,464 Total operating expenses 97,074 63,413 74,078 Income (loss) from operations 19,940 14,073 ( 13,930 ) Other Income (Expense): Other income (expense) 90 — ( 22 ) Interest expense ( 2,310 ) ( 2,387 ) ( 4,266 ) Income (loss) before taxes 17,720 11,686 ( 18,218 ) Tax expense (benefit) ( 1,035 ) 1,304 449 Net Income (loss) 18,755 10,382 ( 18,667 ) Less: net income (loss) attributable to non-controlling interests 9,468 6,815 ( 9,764 ) Net Income (loss) attributable to Goosehead Insurance Inc. $ 9,287 $ 3,567 $ ( 8,903 ) Earnings per share: Basic $ 0.55 $ 0.24 $ ( 0.66 ) Diluted $ 0.51 $ 0.22 $ ( 0.66 ) Weighted average shares of Class A common stock outstanding Basic 16,785 14,864 13,554 Diluted 18,383 16,100 13,554 See Notes to the Consolidated Financial Statements 67 Goosehead Insurance, Inc. Consolidated balance sheets (In thousands, except share and par value amounts) December 31, 2020 2019 Assets Current Assets: Cash and cash equivalents $ 24,913 $ 14,337 Restricted cash 1,323 923 Commissions and agency fees receivable, net 18,604 6,884 Receivable from franchisees, net 2,100 2,602 Prepaid expenses 3,705 1,987 Total current assets 50,645 26,733 Receivable from franchisees, net of current portion 18,179 11,014 Property and equipment, net of accumulated depreciation 16,650 9,542 Right-of use asset 22,513 — Intangible assets, net of accumulated amortization 549 445 Deferred income taxes, net 73,363 15,537 Other assets 3,938 1,357 Total assets $ 185,837 $ 64,628 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable and accrued expenses $ 8,101 $ 5,033 Premiums payable 1,323 923 Lease liability 3,203 — Deferred rent — 683 Contract liabilities 4,233 2,771 Note payable 3,500 4,000 Total current liabilities 20,360 13,410 Lease liability, net of current portion 32,933 — Deferred rent, net of current portion — 6,681 Note payable, net of current portion 79,408 42,161 Contract liabilities, net of current portion 29,968 20,024 Liabilities under tax receivable agreement, net of current portion 61,572 13,359 Total liabilities 224,241 95,635 Commitments and contingencies (see notes 9, 15, and 17) Class A common stock, $ 0.01 par value per share 300,000,000 shares authorized, 18,303,649 shares issued and outstanding as of December 31, 2020, 15,238,079 issued and outstanding as of December 31, 2019 183 152 Class B common stock, $ 0.01 par value per share - 50,000,000 shares authorized, 18,446,689 issued and outstanding as of December 31, 2020, 21,054,935 issued and outstanding as of December 31, 2019 184 210 Additional paid in capital 29,371 14,442 Accumulated deficit ( 34,614 ) ( 23,811 ) Total stockholders' equity and members' deficit ( 4,876 ) ( 9,007 ) Non-controlling interests ( 33,528 ) ( 22,000 ) Total equity ( 38,404 ) ( 31,007 ) Total liabilities and equity $ 185,837 $ 64,628 See Notes to the Consolidated Financial Statements 68 Goosehead Insurance, Inc. Consolidated statement of stockholders’ equity (In thousands) Members' deficit Issued shares of Class A common stock Issued shares of Class B common stock Class A Common stock Class B Common Stock Additional paid in capital Accumulated deficit Total stockholders' equity Non-controlling interest Total equity Balance January 1, 2018 $ ( 41,133 ) — — $ — $ — $ — $ — $ — $ — $ ( 41,133 ) Net Income 3,768 — — — — — — — — 3,768 Capital withdrawn — — — — — — — — — — Balance March 31, 2018 ( 37,365 ) — — — — — — — — ( 37,365 ) Net income prior to the Reorganization Transactions 621 — — — — — — — — 621 Distributions prior to the Reorganization Transactions ( 1,278 ) — — — — — — — — ( 1,278 ) Balance prior to the Reorganization Transactions ( 38,022 ) — — — — — — — — ( 38,022 ) Effects of the Reorganization Transactions 38,022 — 22,747 — 227 ( 94,180 ) ( 21,562 ) ( 115,515 ) ( 36,241 ) ( 113,734 ) Initial non-controlling interest allocation — — — — — ( 18,920 ) — ( 18,920 ) 18,920 — Issuance of Class A common stock sold in initial public offering, net of offering costs — 13,533 — 135 — 123,875 — 124,010 — 124,010 Distributions subsequent to initial public offering — — — — — — — — ( 1,735 ) ( 1,735 ) Net income subsequent to initial public offering — — — — — — 801 801 2,159 2,960 Equity-based compensation subsequent to initial public offering — — — — — 949 — 949 — 949 Activity under employee stock purchase plan — 5 — — — 143 — 143 — 143 Redemption of LLC Units — 261 ( 261 ) 3 ( 3 ) ( 194 ) — ( 194 ) 194 — Deferred tax adjustments related to Tax Receivable Agreement — — — — — 315 — 315 — 315 Deferred tax adjustments — — — — — ( 89 ) — ( 89 ) — ( 89 ) Balance December 31, 2018 $ — 13,799 22,486 $ 138 $ 224 $ 11,899 $ ( 20,761 ) $ ( 8,500 ) $ ( 16,703 ) $ ( 25,203 ) 69 Issued shares of Class A common stock Issued shares of Class B common stock Class A Common stock Class B Common Stock Additional paid in capital Accumulated deficit Total stockholders' equity Non-controlling interest Total equity Balance January 1, 2019 13,799 22,486 138 224 11,899 ( 20,761 ) ( 8,500 ) ( 16,703 ) ( 25,203 ) Cumulative effect of adoption of the revenue recognition standard — — — — ( 517 ) ( 517 ) ( 841 ) ( 1,358 ) Distributions — — — — — — — ( 3,739 ) ( 3,739 ) Dividends declared — — — — — ( 5,962 ) ( 5,962 ) ( 9,038 ) ( 15,000 ) Net income — — — — — 3,567 3,567 6,815 10,382 Equity-based compensation — — — — 1,526 — 1,526 — 1,526 Redemption of LLC Units 1,431 ( 1,431 ) 14 ( 14 ) ( 1,368 ) — ( 1,368 ) 1,368 — Deferred tax adjustments related to Tax Receivable Agreement — — — — 2,060 — 2,060 — 2,060 Activity under employee stock purchase plan 8 — — — 325 — 325 — 325 Reallocation of Non-controlling interest — — — — — ( 138 ) ( 138 ) 138 — Balance December 31, 2019 15,238 21,055 152 210 14,442 ( 23,811 ) ( 9,007 ) ( 22,000 ) ( 31,007 ) Issued shares of Class A common stock Issued shares of Class B common stock Class A Common stock Class B Common Stock Additional paid in capital Accumulated deficit Total stockholders' equity Non-controlling interest Total equity Balance January 1, 2020 15,238 21,055 152 210 14,442 ( 23,811 ) ( 9,007 ) ( 22,000 ) ( 31,007 ) Distributions — — — — — — — ( 2,697 ) ( 2,697 ) Dividends declared — — — — — ( 19,895 ) ( 19,895 ) ( 22,105 ) ( 42,000 ) Net income — — — — — 9,287 9,287 9,468 18,755 Exercise of stock options 450 — 5 — 4,493 — 4,498 — 4,498 Equity-based compensation — — — — 4,745 — 4,745 — 4,745 Activity under employee stock purchase plan 8 — — — 542 — 542 — 542 Redemption of LLC Units 2,608 ( 2,608 ) 26 ( 26 ) ( 3,525 ) — ( 3,525 ) 3,525 — Deferred tax adjustments related to Tax Receivable Agreement — — — — 8,674 — 8,674 86 8,760 Reallocation of Non-controlling interest — — — — — ( 195 ) ( 195 ) 195 — Balance December 31, 2020 18,304 18,447 183 184 29,371 ( 34,614 ) ( 4,876 ) ( 33,528 ) ( 38,404 ) See Notes to the Consolidated Financial Statements 70 Goosehead Insurance, Inc. Consolidated statements of cash flows (In thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities: Net income (loss) $ 18,755 $ 10,382 $ ( 18,667 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,570 2,145 2,522 Loss on disposal of fixed assets — — 22 Bad debt expense 1,576 725 1,298 Equity based compensation 4,745 1,526 26,960 Impact of tax receivable agreement 48,760 11,676 1,702 Deferred income taxes ( 49,066 ) ( 11,382 ) ( 1,732 ) Noncash lease expense 13,623 — — Changes in operating assets and liabilities: Receivable from franchisees ( 7,085 ) ( 5,161 ) ( 1,637 ) Commissions and agency fees receivable ( 12,909 ) 2,474 ( 1,258 ) Prepaid expenses ( 1,718 ) ( 877 ) ( 588 ) Other assets ( 2,581 ) ( 346 ) 435 Accounts payable and accrued expenses 2,541 913 1,210 Deferred rent ( 7,365 ) 2,389 582 Contract liabilities 11,406 6,281 — Premiums payable 400 547 ( 42 ) Unearned revenue — ( 51 ) ( 532 ) Payments pursuant to the tax receivable agreement ( 9 ) — — Net cash provided by operating activities 24,643 21,241 10,275 Cash flows from investing activities: Proceeds from notes receivable 35 19 22 Purchase of software ( 393 ) ( 403 ) ( 148 ) Purchase of property and equipment ( 9,975 ) ( 3,694 ) ( 2,096 ) Net cash used for investing activities ( 10,333 ) ( 4,078 ) ( 2,222 ) Cash flows from financing activities: Debt issuance cost ( 677 ) — ( 639 ) Repayment of note payable ( 27,821 ) ( 2,500 ) ( 50,625 ) Proceeds from notes payable 64,821 — 50,000 Proceeds from the issuance of Class A common stock 5,040 325 86,915 Member distributions and dividends to stockholders ( 44,697 ) ( 18,739 ) ( 80,059 ) Net cash (used for) provided by financing activities ( 3,334 ) ( 20,914 ) 5,592 Net increase (decrease) in cash and cash equivalents, and restricted cash 10,976 ( 3,751 ) 13,645 Cash and cash equivalents, and restricted cash, beginning of period 15,260 19,011 5,366 Cash and cash equivalents, and restricted cash, end of period $ 26,236 $ 15,260 $ 19,011 Supplemental disclosure of cash flow data: Non-cash management fee note repayment — — 135 Cash paid during the year for interest 1,887 2,173 3,207 Cash paid for income taxes 270 1,175 300 See Notes to the Consolidated Financial Statements 71 Goosehead Insurance, Inc. Notes to consolidated financial statements 1. 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 nine corporate-owned locations in operation at December 31, 2020 and seven at December 31 2019 and 2018. 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, 2020, 2019, and 2018, the Company onboarded 337 , 247 , and 214 franchise locations, respectively and had 891 , 614 , and 457 operating franchise locations as of December 31, 2020 and 2019, respectively. No franchises were purchased by the Company during the years ended December 31, 2020, 2019, and 2018. In connection with the Offering, both Goosehead Management, LLC (“GM”) and Texas Wasatch Insurance Holdings Group LLC (“TWIHG”) became wholly owned indirect subsidiaries of GF. Both GM and TWIHG are non-operating holding companies created to receive management fees from the operating entities TWIS and GIA. All intercompany accounts and transactions have been eliminated in consolidation. 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 72 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. 2. Summary of significant accounting policies Impact of the coronavirus (“COVID-19”) pandemic The extent to which the COVID-19 pandemic and the related economic impact may affect our financial condition or results of operations is uncertain. The extent of the impact on our operational and financial performance will depend on various factors, including the duration and spread of the outbreak and its impact on home sales and consumer spending. 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. 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. 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 expects to receive. 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 $ 1,323 thousand and $ 923 thousand as of December 31, 2020 and 2019, 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, 2020, 2019, and 2018 (in thousands): December 31, 2020 2020 2019 2018 Cash and cash equivalents $ 24,913 $ 14,337 $ 18,635 Restricted cash 1,323 923 376 Cash and cash equivalents, and restricted cash $ 26,236 $ 15,260 $ 19,011 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- 73 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 2020, the Company wrote with over 140 insurance carriers, of which 45 provided national coverage. 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 2018, two carriers represented more than 10% of total revenue at 17 % and 11 %. 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 interest rate method over the life of the payment plan. The amount of interest recorded in 2020, 2019, and 2018 related to franchise fees on a payment plan was $ 803 thousand, $ 606 thousand, and $ 418 thousand, 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 the new revenue standard 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 74 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, 2020 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. 75 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, 2020, 2019, and 2018 was $ 879 thousand, $ 812 thousand, and $ 521 thousand. Recently issued accounting pronouncements 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. We continue to monitor the impact the discontinuance of LIBOR will have on our contracts and other transactions. Simplifying the Accounting for Income Taxes (ASU 2019-12) : This standard removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance in certain areas, including the recognition of franchise taxes, recognition of deferred taxes for tax goodwill, allocation of taxes to members of a consolidated group, computation of annual effective tax rates related to enacted changes in tax laws, and minor improvements related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. This standard is effective for annual reporting periods beginning after December 15, 2020, including interim periods therein. We do not expect the adoption of ASU 2019-12 to have a material impact to our consolidated financial statements. Recently adopted accounting pronouncements 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. Credit Losses (ASU 2016-13) :Under the new guidance an entity is required to measure all credit losses on certain financial instruments, including trade receivables and various off-balance sheet credit exposures, using an expected credit loss model. This model incorporates past experience, current conditions and reasonable and supportable forecasts affecting collectability of these instruments. The Company adopted the requirements of the new standard as of the first day of 2020, however, the adoption of the amendment did not have a material effect on our consolidated financial statements or on our disclosures. 3. Revenues The primary impacts of the new standard to the Company's revenues and expenses are as follows: 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 transactions 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. 76 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. Prior to the adoption of Topic 606, Commis sions from insurance carriers, net of estimated cancellations, were recognized as revenue when the data necessary to reasonably determine such amounts was made available to the Company. Subsequent commission adjustments, such as policy changes, were recognized when the adjustments become known. As a result of the adoption of Topic 606, commissions 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. Prior to the adoption of Topic 606, Agency Fees were recognized as revenue on the date coverage was agreed upon with the client and placed with the Carrier. As a result of the adoption of Topic 606, Agency Fees are recognized as revenue on the effective date of the policy, generally later than they had been previously. Contingent commission revenue is generated from contracts between the Company and insurance carriers, for which the Company is compensated for certain growth, profitability, or other performance-based metrics. The performance obligations for contingent commissions will vary by contract, but generally include the Company increasing profitable written premium with the insurance carrier. The transaction price for Contingent Commissions is estimated based on all available information and is recognized over time as the Company completes its performance obligations, as the underlying policies are placed. Prior to the adoption of Topic 606, revenue from contingent commissions was recognized when the amounts were fixed and determinable, typically when we received the payment from the insurance carrier. As a result of the adoption of Topic 606, 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. Prior to the adoption of Topic 606, initial franchise fees were recognized as revenue in the month the agency owner or initial agency representative attends training. As a result of the adoption of Topic 606, 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. Prior to the adoption of Topic 606, royalty fees were recognized as revenue when the data necessary to reasonably determine such amounts was made available to the Company. As a result of the adoption of Topic 606, 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. 77 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. 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, 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 78 Year Ended December 31, 2019: Franchise Channel Corporate Channel Total Type of revenue stream: Commissions and agency fees Renewal Commissions $ — $ 22,924 $ 22,924 New Business Commissions — 11,961 11,961 Agency Fees — 6,058 6,058 Contingent Commissions 3,530 1,893 5,423 Franchise revenues — Renewal Royalty Fees 19,462 — 19,462 New Business Royalty Fees 7,149 — 7,149 Initial Franchise Fees 3,784 — 3,784 Other Franchise Revenues 108 — 108 Interest Income 617 — 617 Total Revenues $ 34,650 $ 42,836 $ 77,486 Timing of revenue recognition: Transferred at a point in time $ — $ 40,943 $ 40,943 Transferred over time 34,650 1,893 36,543 Total Revenues $ 34,650 $ 42,836 $ 77,486 Contract Balances The following table provides information about receivables, cost to obtain, and contract liabilities from contracts with customers (in thousands) : December 31, 2020 December 31, 2019 Increase/(decrease) Cost to obtain franchise contracts (1) $ 1,412 $ 1,004 $ 408 Commissions and agency fees receivable, net (2) 18,604 6,884 11,720 Receivable from franchisees (2) 20,279 13,616 6,663 Contract liability (3) 34,201 22,795 11,406 (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, 2020 December 31, 2019 Contract liability at beginning of period $ 22,795 $ 16,514 Revenue recognized during the period ( 4,236 ) ( 3,784 ) New deferrals (1) 15,642 10,065 Contract liability at end of period $ 34,201 $ 22,795 (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 79 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: 2021 $ 4,233 2022 4,149 2023 4,135 2024 4,062 2025 3,921 Thereafter 13,701 $ 34,201 4. 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 2020 2019 Franchise fees receivable $ 25,757 $ 15,314 Less: Unamortized discount ( 6,553 ) ( 3,771 ) Less: Allowance for uncollectible franchise fees ( 149 ) ( 52 ) Total franchise fees receivable $ 19,055 $ 11,491 Activity in the allowance for uncollectible franchise fees was as follows (in thousands) : Allowance for Uncollectible Franchise Fees: Balance at December 31, 2018 $ 455 Adjustments related to adoption of ASC 606 ( 440 ) Adjusted balance at January 1, 2019 15 Charges to bad debts 121 Write offs ( 84 ) Balance at December 31, 2019 52 Charges to bad debts 387 Write offs ( 290 ) Balance at December 31, 2020 $ 149 80 5. 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, 2018 $ 242 Adjustments related to adoption of ASC 606 ( 134 ) Adjusted balance at January 1, 2019 108 Charges to bad debts 604 Write offs ( 534 ) Balance at December 31, 2019 178 Charges to bad debts 1,189 Write offs ( 899 ) Balance at December 31, 2020 $ 468 6. Property and equipment Property and equipment consisted of the following at (in thousands) : December 31, 2020 2019 Furniture & fixtures $ 4,404 $ 3,012 Computer equipment 2,453 1,480 Network equipment 352 268 Phone system 937 885 Leasehold improvements 16,534 9,073 Total 24,680 14,718 Less accumulated depreciation ( 8,030 ) ( 5,176 ) Property and equipment, net $ 16,650 $ 9,542 Depreciation expense was $ 2.9 million, $ 1.7 million, and $ 1.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. 7. Intangible assets Intangible assets consisted of the following (in thousands) : December 31, Weighted average amortization period (years) 2020 2019 Computer software & web domain $ 1,473 $ 1,080 3.09 Less accumulated amortization ( 924 ) ( 635 ) Intangible assets, net $ 549 $ 445 81 Amortization expense was $ 288 thousand, $ 204 thousand, and $ 117 thousand for the years ended December 31, 2020, 2019, and 2018, respectively. Expected amortization over the next five years is as follows: Amount Year Ending December 31, 2021 $ 286 2022 190 2023 71 2024 1 2025 and thereafter 1 Total $ 549 8. 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. Matching contributions may be changed at the discretion of the Company. Company contributions totaled $ 845 thousand, $ 592 thousand, and $ 529 thousand for the years ended December 31, 2020, 2019, and 2018. 9. Debt On March 6, 2020, the Company refinanced its $ 13.0 million revolving credit facility and $ 40.0 million term note payable to a $ 25.0 million revolving credit facility and $ 80 million term note payable in order to obtain a more favorable interest rate on the outstanding debt. The Company has the right, subject to approval by the administrative agent and each issuing bank, to increase the commitments under the credit facilities an additional $ 50.0 million. As part of the refinancing, $ 0.2 million of debt issuance costs from previous debt were immediately recognized as interest expense The $ 25.0 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, 2020, the Company had $ 5.0 million drawn against the revolver. At December 31, 2020, the Company had a letter of credit of $ 333 thousand applied against the maximum borrowing availability, thus amounts available to draw totaled $ 19.7 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 $ 85 thousand, $ 450 thousand, and $ 198 thousand for the years ended December 31, 2020, 2019, and 2018, respectively. The $ 80.0 million term note accrues interest at an initial interest rate of LIBOR plus 2.00 %, then at an interest rate determined by the Company's leverage ratio for the preceding period. As of December 31, 2020, the Company was in the greater than 1.50 x leverage ratio tranche, accruing interest of LIBOR plus 2.00 %. The aggregate principal amount of the term note as of December 31, 2020 is $ 78.5 million, payable in quarterly installments of $ 0.5 million for the first twelve months, $ 1.0 million for the next twelve months, and $ 2.0 million for the last twelve months, with a balloon payment on March 6, 2023.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 < 1.50 x LIBOR + 175 bps > 1.50 x LIBOR + 200 bps > 2.50 x LIBOR + 225 bps > 3.50 x LIBOR + 250 bps 82 Maturities of the term note payable for the next two calendar years as of December 31, 2020 are as follows (in thousands) : Amount 2021 $ 3,500 2022 7,000 2023 68,000 Total $ 78,500 The $ 5.0 million drawn against the revolver is coterminous with the term loan and is due in full on March 6, 2023. Loan origination fees of $ 423 thousand at December 31, 2020 are reflected as a reduction to the note balance and are amortized through interest expense. As part of the March 6, 2020 refinancing, $ 0.2 million of origination fees from previous debt were immediately recognized as 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, 2020, 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, 2020 and December 31, 2019, 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. 10. 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) : 83 Year Ended December 31 2020 2019 2018 Current income taxes Federal $ ( 1,719 ) $ 735 $ 343 State and local 373 283 136 Total current income taxes ( 1,346 ) 1,018 479 Deferred income taxes Federal 217 260 ( 27 ) State and local 94 26 ( 3 ) Total deferred income taxes 311 286 ( 30 ) Income tax expense (benefit) $ ( 1,035 ) $ 1,304 $ 449 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 2020 2019 2018 Income (loss) before taxes $ 17,720 $ 11,686 $ ( 18,218 ) Less: (income) prior to the Reorganization Transactions — — ( 4,389 ) Income (loss) before taxes $ 17,720 $ 11,686 $ ( 22,607 ) Income taxes at U.S. federal statutory rate 3,720 2,454 ( 4,747 ) Tax on income not subject to entity level federal income tax ( 2,264 ) ( 1,453 ) ( 544 ) Permanent Differences: Non-controlling interest — — 3,536 Non-deductible stock compensation costs ( 3,004 ) — 2,038 Non-deductible excess compensation — — 27 Non-deductible employee moving expenses 1 — — Meals & Entertainment 47 61 38 State income tax, net of federal benefit 524 236 99 Other Reconciling items: Other ( 59 ) 6 2 Income tax expense (benefit) $ ( 1,035 ) $ 1,304 $ 449 Deferred tax assets and liabilities The components of deferred tax assets are as follows ( in thousands ): December 31, 2020 December 31, 2019 Net operating loss carryforwards $ 703 $ — Investment in flow-through entity 72,660 15,537 Net deferred tax asset $ 73,363 $ 15,537 Uncertain tax positions GSHD has determined there are no material uncertain tax positions as of December 31, 2020. Tax Receivable Agreement 84 GF intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) effective for each taxable year in which a redemption or exchange of LLC Units and corresponding Class B common stock for shares of Class A common stock occurs. Future taxable redemptions or exchanges are expected to result in tax basis adjustments to the assets of GF that will be allocated to the Company and thus produce favorable tax attributes. These tax attributes would not be available to us in the absence of those transactions. The anticipated tax basis adjustments are expected to reduce the amount of tax that GSHD would otherwise be required to pay in the future. GSHD entered into a tax receivable agreement with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by GSHD to the Pre-IPO LLC Members of 85 % of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that GSHD actually realizes as a result of (i) any increase in tax basis in GSHD's assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement. During the years ended December 31, 2020, 2019 and 2018, an aggregate of 2.6 million, 1.4 million and 0.3 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 2.6 million, 1.4 million and 0.3 million LLC Units, which resulted in an increase in the tax basis of our investment in GF subject to the provisions of the Tax Receivable Agreement. We recognized a liability for the TRA Payments due to the Pre-IPO LLC Members, representing 85 % of the aggregate tax benefits we expect to realize from the tax basis increases related to the redemptions of LLC Units, after concluding it was probable that such TRA Payments would be paid based on our estimates of future taxable income. As of December 31, 2020 and 2019, the total amount of TRA Payments due to the Pre-IPO LLC Members under the Tax Receivable Agreement was $ 62.1 million and $ 13.4 million, respectively, of which $ 549 thousand and $ 9 thousand, respectively, was current and included in Accounts payables and accrued expenses on the Consolidated Balance Sheet. 11. Stockholder's equity Class A Common Stock GSHD has a total of 18,304 thousand and 15,238 thousand shares of its Class A common stock outstanding at December 31, 2020 and 2019, 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 18,447 thousand and 21,055 thousand shares of its Class B common stock outstanding at December 31, 2020 and 2019, 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 years ended December 31, 2020 and 2019, divided by the basic weighted average number of Class A common stock as of December 31, 2020 and 2019 (in thousands, except per share amounts) . Diluted earnings per share of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The 85 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, 2020 2019 2018 Numerator: Income (loss) before taxes $ 17,720 $ 11,686 $ ( 18,218 ) Less: income (loss) before taxes attributable to non-controlling interests 9,468 6,956 ( 9,702 ) Income (loss) before taxes attributable to GSHD 8,252 4,730 ( 8,516 ) Less: income tax expense attributable to GSHD ( 1,035 ) 1,163 387 Net income (loss) attributable to GSHD (1) $ 9,287 $ 3,567 $ ( 8,903 ) Denominator: Weighted average shares of Class A common stock outstanding - basic 16,785 14,864 13,554 Effect of dilutive securities: Stock options (2) 1,598 1,236 — Weighted average shares of Class A common stock outstanding - diluted $ 18,383 $ 16,100 $ 13,554 Earnings per share of Class A common stock - basic $ 0.55 $ 0.24 $ ( 0.66 ) Earnings per share of Class A common stock - diluted $ 0.51 $ 0.22 $ ( 0.66 ) (1) Net income attributable to GSHD for the year ended December 31, 2018 excludes all net income prior to the Offering. (2) 1,650 thousand stock options were excluded from the computation of diluted earnings per share of Class A common stock for the year ended December 31, 2018 because the effect would have been anti-dilutive, as GSHD recorded a net loss for the period. 12. 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 years ended December 31, 2020 and 2019, GF made distributions of $ 4.8 million and $ 6.3 million, respectively, of which $ 2.7 million and $ 3.7 million, respectively, were made to Pre-IPO LLC Members. The remaining $ 2.2 million and $ 2.6 million, respectively, were made to GSHD and were eliminated in consolidation. Under the amended and restated Goosehead Financial, LLC Agreement, the Pre-IPO LLC Members have the right, from and after the completion of the Offering (subject to the terms of the amended and restated Goosehead Financial, LLC Agreement), to require GSHD to redeem all or a portion of their LLC Units for, at GSHD's election, newly-issued shares of Class A common stock on a one -for-one basis or a cash payment equal to the volume weighted average market price of one share of GSHD's Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the amended and restated Goosehead Financial, LLC Agreement. Additionally, in the event of a redemption request by a Pre-IPO LLC Member, GSHD may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be 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 2020 and 2019, an aggregate of 2.6 million and 1.4 million LLC Units, respectively, were redeemed by the non-controlling interest holders. Pursuant to the GF LLC Agreement, we issued 2.6 million and 1.4 million shares of 86 Class A common stock in connection with these redemptions and received 2.6 million and 1.4 million LLC Interests, increasing our ownership interest in GF LLC. Simultaneously, and in connection with these redemptions, 2.6 million and 1.4 million shares of Class B common stock were surrendered and canceled. The following table summarizes the ownership interest in GF as of December 31, 2020 and 2019 (in thousands). December 31, 2020 December 31, 2019 LLC Units Ownership % LLC Units Ownership % Number of LLC Units held by GSHD 18,304 49.8 % 15,238 42.0 % Number of LLC Units held by non-controlling interest holders 18,447 50.2 % 21,055 58.0 % Number of LLC Units outstanding 36,750 100.0 % 36,294 100.0 % 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, 2020 and 2019 was 54.0 % and 59.0 %, 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, 2020, 2019, and 2018 is as follows (in thousands) : Year Ended December 31, 2020 2019 2018 Net Income attributable to Goosehead Insurance Inc. $ 9,287 $ 3,567 $ ( 8,903 ) Transfers (to) from non-controlling interests: Decrease in additional paid-in capital as a result of the redemption of LLC interests ( 3,525 ) ( 1,368 ) ( 194 ) Increase in additional paid-in capital as a result of activity under employee stock purchase plan 542 325 143 Total effect of changes in ownership interest on equity attributable to Goosehead Insurance Inc. $ 6,304 $ 2,524 $ ( 8,954 ) 13. Equity-based compensation A summary of equity-based compensation expense during the years ended December 31, 2020, 2019, and 2018 is as follows (in thousands) : Year Ended December 31, 2020 2019 2018 Class B unit compensation $ — $ — $ 26,134 Stock options 4,745 1,526 949 Equity-based compensation expense $ 4,745 $ 1,526 $ 27,083 Class B unit compensation: Prior to the Offering, certain Pre-IPO LLC Members held non-vesting and non-voting Class B units. In accordance with accounting guidance, any dividends paid to Class B unit holders are recognized as compensation expense when declared, as the Class B non-vesting units are considered to be a non-substantive class of equity. Dividends paid to Class B unit holders prior to the Offering, included in employee compensation and benefits, totaled $ 122 thousand for the year ended December 31, 2018. In connection with the Reorganization Transactions, immediately prior to the Offering, historical Class B interests in TWIHG and GM vested by converting to the Texas Wasatch Note and Goosehead Management Note, respectively, paid with a combination of proceeds from the Offering and shares of Class A common stock. This conversion changed the nature of the Class B interests from a profit sharing arrangement to a substantive class of equity and were expensed under the guidance of Topic ASC 718, Compensation – Stock Compensation . At the Offering price 87 of $ 10.00 per share, GSHD incurred total compensation expense of $ 6.2 million in connection with the conversion, recognized in the second quarter of 2018. Class B interests in GF were also deemed vested by converting, along with all pre-offering Class A equity, on a one -to-one basis with the number of LLC units previously owned, to both LLC Units and shares of Class B common stock. This conversion changed the nature of the Class B interests from a profit sharing arrangement to a substantive class of equity and were expensed under the guidance of ASC 718. At the initial public offering price of $ 10.00 per share, the Company issued a total of 2.0 million LLC Units and shares of Class B common stock and incurred total compensation expense of $ 19.8 million as part of the conversion, recognized in the second quarter of 2018. 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, 2020 and 2019. 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 % A summary of stock option activity for the years ended December 31, 2020, 2019 and 2018 is as follows ( in thousands except per share amounts ): 88 Stock Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life (Years) Outstanding as January 1, 2018 — $ — $ — Granted 1,650 10.00 5,153 Exercised — — — Forfeited — — — Expired — — — Outstanding as of December 31, 2018 1,650 $ 10.00 $ 5,153 Granted 80 34.50 815 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 8.15 Options vested and exercisable as of December 31, 2020 313 $ 10.00 $ 958 7.25 Options expected to vest as of December 31, 2020 1,977 $ 26.95 $ 19,943 8.28 As of December 31, 2020, total unrecognized compensation expense related to unvested stock options was $ 15.1 million, which is expected to be recognized over a weighted average period of 2.59 years. Cash received from stock option exercises during the year ended December 31, 2020 was $ 4.5 million. A summary of unvested stock option activity for the years ended December 31, 2020, 2019 and 2018 is as follows ( in thousands except per share amounts ): Stock Options Weighted Average Grant Date Fair Value Unvested as January 1, 2018 — $ — Vested ( 91 ) 2.96 Granted 1,650 3.12 Forfeited — — Unvested as of December 31, 2018 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 The total fair value of stock options vested during the years ended December 31, 2020, 2019 and 2018 was $ 1.7 million, $ 0.4 million and $ 0.3 million, respectively. 89 14. 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 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. 90 15. 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. The change in accounting due to the adoption of the new lease guidance did not result in a material change to the net rent expense when compared to December 31, 2019. At December 31, 2020, 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, 2020 (in thousands) : December 31, 2020 Right-of-use assets $ 22,513 Short term lease liabilities 3,203 Long term lease liabilities 32,933 Total lease liabilities 36,136 Weighted average remaining lease term (in years) 9.23 Weighted average incremental borrowing rate 3.1 % The following is a schedule showing the components of lease cost for the year ended December 31, 2020 (in thousands): December 31, 2020 Gross operating lease cost $ 3,111 Sublease income ( 25 ) Net lease cost $ 3,086 Rent expense was $ 1.9 million and $ 1.6 million for the years ended December 31, 2019 and 2018. 91 The following is a schedule of supplemental cash flow information related to leases for the year ended December 31, 2020 (in thousands): December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ ( 36,136 ) Right of use assets obtained in exchange for lease obligation Operating leases $ 22,513 The following is a schedule of future maturity of lease liability as of December 31, 2020 (in thousands): December 31, 2020 2021 $ 4,150 2022 4,556 2023 4,541 2024 4,391 2025 4,214 Thereafter 20,021 Total lease payments 41,873 Less: imputed interest ( 5,737 ) Future maturity of lease liability $ 36,136 As previously disclosed in the Company's 2019 Annual Report and under previous lease accounting, the minimum lease payments required under operating leases were as follows (in thousands): Non-cancelable Operating Leases 2020 $ 2,575 2021 2,793 2022 2,762 2023 2,578 2024 2,394 Thereafter 9,231 Total minimum lease payments $ 22,333 In addition to the table above, as of December 31, 2020, the Company had additional future operating lease commitments of $ 3.2 million that were signed but had not yet commenced. These operating leases will commence between 2021 and 2022 with lease terms up to 7 years. 16. Segment information The Company has two reportable segments: Corporate Channel and Franchise Channel. The Corporate Channel consists of company-owned and financed operations with employees who are hired, trained, and managed by Goosehead. The Franchise Channel network consists of franchisee operations that are owned and managed by individual business owners. These business owners have a contractual relationship with Goosehead to use the Company's processes, systems, and back-office support team to sell insurance and manage their business. In exchange, Goosehead is entitled to an initial franchise fee and ongoing royalty fees. Allocations of contingent commissions and certain operating expenses are based on reasonable assumptions and estimates primarily using revenue, headcount and other information. The Company’s chief operating decision maker uses net income before 92 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 Channel Corporate Channel 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 Income 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 Operating expenses: 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 0 ( 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 93 Franchise Channel Corporate Channel 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 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 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 94 Franchise Channel Corporate Channel Other Total Year ended December 31, 2018 Revenues: Commissions and agency fees Renewal Commissions $ — $ 18,357 $ — $ 18,357 Agency Fees — 5,169 — 5,169 New Business Commissions — 9,347 — 9,347 Contingent Commissions 2,417 1,414 — 3,831 Total Commissions and Agency Fees 2,417 34,287 — 36,704 Franchise revenue Renewal Royalty Fees 12,104 — — 12,104 New Business Royalty Fees 4,873 — — 4,873 Initial Franchise Fees 6,045 — — 6,045 Other Income — — — — Total Franchise Revenue 23,022 — — 23,022 Interest income Interest Income 422 — — 422 Total Interest Income 422 — — 422 Total 25,861 34,287 — 60,148 Employee compensation and benefits, excluding equity-based compensation 12,511 18,662 — 31,173 General and administrative expenses, excluding state franchise tax (1) 4,326 7,200 1,399 12,925 Bad debts 409 889 — 1,298 Total 17,246 26,751 1,399 45,396 Adjusted EBITDA 8,615 7,536 ( 1,399 ) 14,752 Other income (expense) — ( 22 ) ( 135 ) ( 157 ) Equity based compensation — — ( 27,083 ) ( 27,083 ) Interest expense — — ( 4,266 ) ( 4,266 ) Depreciation and amortization ( 519 ) ( 945 ) — ( 1,464 ) Taxes — — ( 449 ) ( 449 ) Net income $ 8,096 $ 6,569 $ ( 33,332 ) $ ( 18,667 ) At December 31, 2018: Total Assets $ 8,572 $ 6,862 $ 19,364 $ 34,798 (1) Excluded from general and administrative expenses is $ 135 thousand of state franchise tax that is not calculated based on income. 17. Litigation From 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. 95 18. Selected quarterly financial data (unaudited) The following tables set forth certain unaudited quarterly results of operations for the years ended December 31, 2020, 2019, and 2018 (in thousands, except per share data). The sum of the four quarters may differ from the annual amount due to rounding (in thousands) : 2020 1 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 20,425 $ 29,924 $ 32,015 $ 34,650 Income from operations $ 201 $ 7,625 $ 6,966 $ 5,656 Net income $ ( 296 ) $ 7,386 $ 6,725 $ 5,486 Net Income (loss) attributable to Goosehead Insurance Inc. $ ( 156 ) $ 3,379 $ 3,267 $ 2,892 Earnings per share (2) Basic $ ( 0.01 ) $ 0.21 $ 0.19 $ 0.16 Diluted $ ( 0.01 ) $ 0.19 $ 0.17 $ 0.15 2019 3 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 23,133 $ 19,386 $ 21,169 $ 20,408 Income from operations $ 8,688 $ 3,873 $ 3,673 $ 3,236 Net income $ 7,318 $ 2,817 $ 2,763 $ 2,427 Net Income attributable to Goosehead Insurance Inc. $ 2,472 $ 903 $ 998 $ 946 Earnings per share (2) Basic $ 0.17 $ 0.06 $ 0.07 $ 0.06 Diluted $ 0.16 $ 0.06 $ 0.06 $ 0.05 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 14,589 $ 14,788 $ 16,054 $ 14,717 Income from operations $ 4,763 $ ( 22,749 ) $ 2,653 $ 1,403 Net income $ 3,768 $ ( 23,875 ) $ 836 $ 605 Net Income (loss) attributable to Goosehead Insurance Inc. $ — $ ( 9,234 ) $ 241 $ 90 Earnings per share (2)(4) Basic $ 0.08 $ ( 0.68 ) $ 0.02 $ 0.01 Diluted $ 0.08 $ ( 0.68 ) $ 0.02 $ 0.01 (1) The quarterly results are shown under Topic 840, as the Company was required to show the impact of the changes in leases on a full-year basis for 2020. (2) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted earnings per share amounts may not equal annual basic and diluted earnings per share amounts. (3) The quarterly results are shown under ASC 605, as the Company was required to show the impact of the changes in revenue recognition on a full-year basis for 2019. (4) Basic and diluted earnings per share for the first quarter of 2018 are shown on a pro-forma basis, as there was no Class A or Class B common stock outstanding as of March 31, 2018. 96 Item 9. Changes in and disagreements with accountants on accounting and financial statement disclosure None.