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 ( Deloitte & Touche LLP , Dallas, Texas , PCAOB ID No. 34 ) 67 Consolidated statements of operations for each of the three years in the period ended December 31, 2022. 69 Consolidated balance sheets as of December 31, 2022 and December 31, 2021 70 Consolidated statements of stockholders' equity for each of the three years in the period ended December 31, 2022. 71 Consolidated statements of cash flows for each of the three years in the period ended December 31, 2022. 73 Notes to the consolidated financial statements 74 1. Organization 74 2. Summary of significant accounting policies 75 3. Revenues 78 4. Franchise fees receivable 80 5. Allowance for uncollectible agency fees 81 6. Property and equipment 81 7. Intangible assets 82 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 89 15. Leases 89 16. Segment information 90 17. Litigation 91 67 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, 2022 and 2021, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 24, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. 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 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, 2022, commissions and agency fees was $100.3 million, of which $81.7 million relates to new and renewal commissions. For the year ended 68 December 31, 2022, franchise revenue was $107.7 million, of which $95.6 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 developed an independent expectation of current year constrained commissions and royalty fees revenue and compared to management’s recorded amount. • 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 24, 2023 We have served as the Company's auditor since 2017. 69 Goosehead Insurance, Inc. Consolidated statements of operations (In thousands, except per share amounts) Year Ended December 31, 2022 2021 2020 Revenues: Commissions and agency fees $ 100,265 $ 82,651 $ 71,811 Franchise revenues 107,722 67,508 44,390 Interest income 1,403 1,153 813 Total revenues 209,390 151,312 117,014 Operating Expenses: Employee compensation and benefits 133,293 94,978 67,366 General and administrative expenses 52,887 39,789 24,985 Bad debts 6,198 2,999 1,576 Depreciation and amortization 6,884 4,873 3,147 Total operating expenses 199,262 142,639 97,074 Income from operations 10,128 8,673 19,940 Other Income: Other income — 185 90 Interest expense ( 4,999 ) ( 2,854 ) ( 2,310 ) Income before taxes 5,129 6,004 17,720 Tax expense (benefit) 2,499 ( 2,292 ) ( 1,035 ) Net Income 2,630 8,296 18,755 Less: net income attributable to non-controlling interests 2,065 2,893 9,468 Net Income attributable to Goosehead Insurance Inc. $ 565 $ 5,403 $ 9,287 Earnings per share: Basic $ 0.03 $ 0.28 $ 0.55 Diluted $ 0.03 $ 0.26 $ 0.51 Weighted average shares of Class A common stock outstanding: Basic 20,995 19,181 16,785 Diluted 21,773 20,813 18,383 See Notes to the Consolidated Financial Statements 70 Goosehead Insurance, Inc. Consolidated balance sheets (In thousands, except share and par value amounts) December 31, 2022 2021 Assets Current Assets: Cash and cash equivalents $ 28,743 $ 28,526 Restricted cash 1,644 1,953 Commissions and agency fees receivable, net 14,440 12,056 Receivable from franchisees, net 4,932 2,986 Prepaid expenses 4,334 4,785 Total current assets 54,093 50,306 Receivable from franchisees, net of current portion 23,835 29,180 Property and equipment, net of accumulated depreciation 35,347 24,933 Right-of use asset 44,080 32,656 Intangible assets, net of accumulated amortization 4,487 2,798 Deferred income taxes, net 155,318 125,676 Other assets 4,193 4,742 Total assets $ 321,353 $ 270,291 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable and accrued expenses $ 15,958 $ 12,995 Premiums payable 1,644 1,953 Lease liability 6,627 4,893 Contract liabilities 6,031 6,054 Note payable 6,875 4,375 Total current liabilities 37,135 30,270 Lease liability, net of current portion 64,947 47,335 Note payable, net of current portion 86,711 118,361 Contract liabilities, net of current portion 40,522 42,554 Liabilities under tax receivable agreement, net of current portion 125,662 100,959 Total liabilities 354,977 339,479 Commitments and contingencies (see notes 9, 15, and 17) Class A common stock, $ 0.01 par value per share 300,000,000 shares authorized, 23,034,287 shares issued and outstanding as of December 31, 2022, 20,198,005 issued and outstanding as of December 31, 2021 228 200 Class B common stock, $ 0.01 par value per share - 50,000,000 shares authorized, 14,470,623 issued and outstanding as of December 31, 2022, 16,909,343 issued and outstanding as of December 31, 2021 146 170 Additional paid in capital 70,866 46,281 Accumulated deficit ( 60,570 ) ( 60,671 ) Total stockholders' equity and members' deficit 10,670 ( 14,020 ) Non-controlling interests ( 44,294 ) ( 55,168 ) Total equity ( 33,624 ) ( 69,188 ) Total liabilities and equity $ 321,353 $ 270,291 See Notes to the Consolidated Financial Statements 71 Goosehead Insurance, Inc. Consolidated statement of stockholders’ equity (In thousands) 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 ) 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, 2021 18,304 18,447 183 184 29,371 ( 34,614 ) ( 4,876 ) ( 33,528 ) ( 38,404 ) Dividends declared — — — — — ( 31,657 ) ( 31,657 ) ( 28,343 ) ( 60,000 ) Net income — — — — — 5,403 5,403 2,893 8,296 Exercise of stock options 349 — 3 — 3,792 — 3,795 — 3,795 Equity-based compensation — — — — 7,292 — 7,292 — 7,292 Activity under employee stock purchase plan 7 — — — 796 — 796 — 796 Redemption of LLC Units 1,538 ( 1,538 ) 14 ( 14 ) ( 3,728 ) — ( 3,728 ) 3,728 — Deferred tax adjustments related to Tax Receivable Agreement — — — — 8,758 — 8,758 279 9,037 Reallocation of Non-controlling interest — — — — — 197 197 ( 197 ) — Balance December 31, 2021 20,198 16,909 200 170 46,281 ( 60,671 ) ( 14,020 ) ( 55,168 ) ( 69,188 ) 72 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, 2022 20,198 16,909 200 170 46,281 ( 60,671 ) ( 14,020 ) ( 55,168 ) ( 69,188 ) Net income — — — — — 565 565 2,065 2,630 Exercise of stock options 381 — 4 — 5,427 — 5,431 — 5,431 Equity-based compensation — — — — 19,642 — 19,642 — 19,642 Activity under employee stock purchase plan 16 — — — 699 — 699 — 699 Redemption of LLC Units 2,439 ( 2,439 ) 24 ( 24 ) ( 7,598 ) — ( 7,598 ) 7,598 — Deferred tax adjustments related to Tax Receivable Agreement — — — — 6,415 — 6,415 747 7,162 Reallocation of Non-controlling interest — — — — — ( 464 ) ( 464 ) 464 — Balance December 31, 2022 23,034 14,470 228 146 70,866 ( 60,570 ) 10,670 ( 44,294 ) ( 33,624 ) See Notes to the Consolidated Financial Statements 73 Goosehead Insurance, Inc. Consolidated statements of cash flows (In thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net income $ 2,630 $ 8,296 $ 18,755 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,109 5,117 3,570 Bad debt expense 6,198 2,999 1,576 Equity based compensation 19,642 7,292 4,745 Impact of tax receivable agreement 24,703 40,759 48,760 Deferred income taxes ( 22,478 ) ( 43,277 ) ( 49,066 ) Noncash lease expense 1,998 5,949 13,623 Changes in operating assets and liabilities: Receivable from franchisees ( 722 ) ( 11,647 ) ( 7,085 ) Commissions and agency fees receivable ( 4,504 ) 4,722 ( 12,909 ) Prepaid expenses 451 ( 1,080 ) ( 1,718 ) Other assets 548 ( 805 ) ( 2,581 ) Accounts payable and accrued expenses 2,513 4,004 2,541 Deferred rent — — ( 7,365 ) Contract liabilities ( 2,055 ) 14,407 11,406 Premiums payable ( 309 ) 629 400 Payments pursuant to the tax receivable agreement — ( 1,921 ) ( 9 ) Net cash provided by operating activities 35,724 35,444 24,643 Cash flows from investing activities: Proceeds from notes receivable 43 32 35 Purchase of software ( 2,484 ) ( 2,669 ) ( 393 ) Purchase of property and equipment ( 10,130 ) ( 12,738 ) ( 9,975 ) Net cash used for investing activities ( 12,571 ) ( 15,375 ) ( 10,333 ) Cash flows from financing activities: Debt issuance cost — ( 666 ) ( 677 ) Repayment of revolving credit facility ( 50,000 ) — — Repayment of term note payable ( 4,375 ) ( 4,369 ) ( 27,821 ) Proceeds from revolving credit facility 25,000 20,000 5,000 Proceeds from term note payable — 24,619 59,821 Proceeds from the issuance of Class A common stock 6,130 4,590 5,040 Member distributions and dividends to stockholders — ( 60,000 ) ( 44,697 ) Net cash used for financing activities ( 23,245 ) ( 15,826 ) ( 3,334 ) Net increase (decrease) in cash and cash equivalents, and restricted cash ( 92 ) 4,243 10,976 Cash and cash equivalents, and restricted cash, beginning of period 30,479 26,236 15,260 Cash and cash equivalents, and restricted cash, end of period $ 30,387 $ 30,479 $ 26,236 Supplemental disclosure of cash flow data: Cash paid during the year for interest $ 4,774 $ 2,351 $ 1,887 Cash paid for income taxes 484 272 270 See Notes to the Consolidated Financial Statements 74 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 12 corporate-owned locations in operation at December 31, 2022, 15 at December 31, 2021, and 9 at December 31, 2020. 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, 2022, 2021, and 2020, the Company onboarded 496 , 405 , and 337 franchise locations, respectively and had 1,413 , 1,198 , and 891 operating franchise locations as of December 31, 2022, 2021 and 2020 respectively. No franchises were purchased by the Company during the years ended December 31, 2022, 2021, and 2020. In connection with the Offering, both Goosehead Management, LLC (“GM”) and Texas Wasatch Insurance Holdings Group LLC (“TWIHG”) became wholly owned indirect subsidiaries of GF. Both GM and TWIHG are non-operating holding companies created to receive management fees from the operating entities TWIS and GIA. Reorganization Transactions In connection with the Offering, the Company completed the following transactions (the "Reorganization Transactions"): • The GF limited liability company agreement was amended to, among other things, i) appoint GSHD as the sole managing member of GF and ii) modify the capital structure of GF by reclassifying the interests previously held by Pre-IPO LLC Members into a single new class of non-voting LLC Units. • GSHD was authorized to issue two classes of common stock. 9,810 thousand shares of Class A common stock were issued pursuant to the Offering, including the underwriters' over-allotment option. 22,747 thousand shares of Class B common stock were issued to the Pre-IPO LLC Members in an amount equal to the number of LLC Units held by each such Pre-IPO LLC Member in exchange for certain management rights of GF. Each share of Class A common stock and Class B common stock entitles its holder to one vote per share on all matters submitted to a vote of GSHD's stockholders. Each share of Class B common stock can be exchanged for one share of Class A common stock or, at GSHD's discretion, a cash payment equal to the volume weighted average market price of one share of Class A common stock, thus canceling the share of Class B common stock on a one -for-one basis. • The Goosehead Management Holders and Texas Wasatch Holders indirectly transferred their ownership interests in GM and TWIHG, respectively, to GSHD in exchange for the Goosehead Management Note and Texas Wasatch Note. The aggregate principal amount of the Goosehead Management Note and the Texas Wasatch Note was approximately $ 114 million. Because the net proceeds from the Offering were insufficient to repay the aggregate principal amount of the notes, 3,724 thousand shares of Class A common stock were issued to the Goosehead Management Holders and the Texas Wasatch Holders for the difference. GSHD contributed direct and indirect ownership interests in each of TWIHG and GM to GF. 75 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. Basis of presentation and significant accounting policies Basis of Presentation The accompanying audited consolidated financial statements of GSHD and our subsidiaries are presented in accordance with the rules and regulations of the SEC for annual reports on Form 10-K and are prepared in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. Reclassification Certain amounts previously reported in the 2021 financial statements have been reclassified for comparative purposes to conform to the current period's presentation. We reclassified amounts between "Employee compensation and benefits" and "General and administrative expenses" in the Consolidated Statement of Operations. We reclassified amounts between "Receivables from franchisees, net" and "Accounts payable and accrued expenses" in the Consolidated Balance Sheet that also impacted balances in the Consolidated Statement of Cash Flows. We disaggregated the proceeds and payments of the term notes payable and revolving credit facility on the Consolidated Statements of Cash Flows. Significant accounting policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates as more information becomes known. Cash and cash equivalents The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits; however, the Company has not historically experienced any losses in these accounts. The Company believes it is not exposed to any significant credit risk. The Company currently holds no financial instruments that would be considered cash equivalents. Restricted cash The Company holds premiums received from the insured, but not yet remitted to the insurance carrier in a fiduciary capacity. Premiums received but not yet remitted included in restricted cash were $ 1.6 million and $ 2.0 million as of December 31, 2022 and 2021, 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, 2022, 2021, and 2020 ( in thousands ): December 31, 2022 2021 2020 Cash and cash equivalents $ 28,743 $ 28,526 $ 24,913 Restricted cash 1,644 1,953 1,323 Cash and cash equivalents, and restricted cash $ 30,387 $ 30,479 $ 26,236 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 sheets, commissions are receivables from the insurance carriers. These direct-bill arrangements consist of a high volume of transactions with small premium amounts, with the billing controlled by the insurance carriers. The income statement and balance sheet effects of the commissions are recorded at the 76 contract effective date and generally are based on a percentage of premiums for insurance coverage. During 2022, the Company wrote with approximately 150 insurance carriers, of which 58 provided national coverage. In 2022, two carriers represented more than 10% of total revenue at 14 % and 12 %. In 2021, two carriers represented more than 10% of total revenue at 17 % and 11 %. In 2020, three carriers represented more than 10% of total revenue at 20 %, 13 %, and 12 %. In select states, agents have the option to charge an agency fee for the placement of the insurance policy. These non-refundable fees are recorded as receivable on the date the policy is effective with the insurance carrier. Allowance for uncollectible agency fees The Company records agency fees receivable net of an allowance for estimated uncollectible accounts to reflect any loss anticipated for the related agency fees receivable balances and charge to bad debts. The agency fees receivable balance consists of numerous small-balance, homogeneous accounts. The Company calculates the allowance based on collection history and writes off all uncollected agency fee balances outstanding over ninety days. Receivable from franchisees Receivable from franchisees consists of franchise fees receivable, net of allowance for uncollectible franchise fees and unamortized discount on franchise fees, royalty fees receivable, and notes receivable from franchisees. Franchise fees receivable At the start date of the franc hise agreement, an entry to franchise fees receivable is recorded along with an entry for a contract liability, to be amortized to franchise fees within Franchise revenues over the 10-year life of the franchise contract. Franchis ees have the option to pay the full amount of franchise fees up front or to pay a deposit up front and the remaining balance by payment plan over time. The franchisees that elect to pay the initial franchise fee over a term extending greater than one year pay in total an amount that exceeds the amount due had they paid the full amount up front. As such, the payment plan option is treated as a zero-interest rate note, which creates an imputation of interest. The imputed interest is recorded as a discount on the franchise fee receivable and amortized using the effective interest rate method over the life of the payment plan. The amount of interest recorded in 2022, 2021, and 2020 related to franchise fees on a payment plan was $ 1.4 million, $ 1.1 million, and $ 0.8 million, respectively, and is included in Interest income. Allowance for uncollectible franchise fees receivable The Company records franchise fees receivable net of an allowance for estimated uncollectible accounts to reflect any loss anticipated related to the franchise fees receivable balances and charged to bad debts. The franchise fees receivable balance consists of numerous small-balance, homogeneous accounts. The Company calculates the allowance based on our history of write offs for all franchise accounts. Franchise fees receivable and the related allowance is charged off to bad debts if the franchisee owing the balance terminates. Royalty fees receivable Royalty fees are recorded at the point in time when the policy becomes effective with the insurance carrier. The royalty fees are secured by the commissions of the franchisee with no historical losses incurred for uncollectible royalty fees. As such, there is no allowance for doubtful accounts relating to royalty fees. Revenue recognition Goosehead provides personal and commercial property and casualty insurance brokerage services for its clients through a network of corporate-owned and franchise units. Goosehead is compensated for the insurance brokerage services that it provides for clients in the form of commission revenue, royalty fees, and contingent commissions. The Company adjusts its estimates of revenue recognized for commissions and royalty fees based on cash collections during the terms of the policies. Certain costs to obtain or fulfill a contract are capitalized. The Company capitalizes the incremental costs to obtain contracts primarily related to commission payments. These deferred costs are amortized over the expected life of the underlying franchise fee, and are included in Other assets in the Company's consolidated balance sheet as of December 31, 2022. 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 77 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. Income Taxes Prior to the Offering, GF was treated as a partnership for U.S. federal and applicable state and local income tax purposes. As a partnership, GF's taxable income or loss was included in the taxable income of its members. Accordingly, no income tax expense was recorded for federal and state and local jurisdictions for periods prior to the Offering. In connection with the Offering completed on May 1, 2018, the Company became a taxable entity. The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. Advertising The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2022, 2021, and 2020 was $ 1.0 million, $ 1.3 million, and $ 0.9 million. Recently adopted accounting pronouncements Simplifying the Accounting for Income Taxes (ASU 2019-12) : In 2019, the Financial Accounting Standards Board issued ASU 2019-12 to simplify the accounting for income taxes. The guidance primarily addresses how to (1) recognize a deferred tax liability after we transition to or from the equity method of accounting, (2) evaluate if a step-up in the tax basis of goodwill is related to a business combination or is a separate transaction, (3) recognize all of the effects of a change in tax law in the period of enactment, including adjusting the estimated annual tax rate, and 78 (4) include the amount of tax based on income in the income tax provision and any incremental amount as a tax not based on income for hybrid tax regimes. We adopted the guidance in the first quarter of 2021. The adoption did not have a material impact on our consolidated financial statements or related disclosures. Reference Rate Reform (ASU 2020-04) : In March 2020, the Financial Accounting Standards Board issued ASU 2020-04. Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 was initially effective as of March 12, 2020 through December 31, 2022. In December 2022, ASU 2022-06 extended the effective period through December 31, 2024. A substantial portion of our indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR. The adoption of ASU 2020-04 did not have a material impact on our consolidated financial statements. The standard will ease, if warranted, the administrative requirements for accounting for the future effects of the rate reform. Our debt agreement contains a provision to move to the Secured Overnight Financing Rate ("SOFR") if or when LIBOR is phased out. 3. Revenues Commissions and agency fees The Company earns new and renewal commissions paid by insurance Carriers and fees paid by its clients for the binding of insurance coverage. The transaction price is set as the estimated commissions to be received over the term of the policy based on an estimate of premiums placed, policy changes and cancellations, net of a constraint. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. C ommissions from insurance carriers, net of estimated policy changes and cancellations, are recognized as revenue at the effective date of the policy. Significant factors in determining our estimates of policy changes and cancellations include forecasted commissions revenue, which is estimated based on historical experience and assumptions concerning future customer behavior and market conditions. Subsequent adjustments to estimated policy changes and cancellations are possible as facts and circumstances change over time. For Agency Fees, the Company enters into a contract with the insured, in which the Company's performance obligation is to place an insurance policy. The transaction price of the agency fee is set at the time the sale is agreed upon, and is included in the contract. Agency Fee revenue is recognized at a point in time, which is the effective date of the policy. Contingent commission revenue is generated from contracts between the Company and insurance carriers, for which the Company is compensated for certain growth, profitability, or other performance-based metrics. The performance obligations for contingent commissions will vary by contract, but generally include the Company increasing profitable written premium with the insurance carrier. The transaction price for contingent commissions is estimated based on all available information and is recognized over time as the Company completes its performance obligations, as the underlying policies are placed, net of a constraint. The Company must estimate the amount of consideration that will be received such that a significant reversal of revenue is not probable. Contingent commissions represent a form of variable consideration associated with the placement and profitability of coverage, for which we earn commissions. 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 closely follows a similar pattern as our commissions and fees with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available. Franchise revenues Franchise revenues include initial franchise fees and ongoing new and renewal royalty fees from franchisees. Revenue from Initial Franchise Fees is generated from a contract between the Company and a franchisee. The Company's performance obligation is to provide initial training, onboarding, ongoing support and use of the Company's business operations over the period of the franchise agreement. The transaction price is set by the franchise agreement and revenue is recognized over time as the Company completes its performance obligations. Initial franchise fees are recognized as revenue over the 10-year life of the franchise contract, beginning on the start date of the contract. 79 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 underlying policies are placed, which is on the effective date of the policies. Recognition of royalty fees generally takes place earlier under Topic 606. Contract Costs Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain - The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans for Franchisees, in which the Company pays an incremental amount of compensation on new franchise agreements. These incremental costs are deferred and amortized over a 10-year period, which is consistent with the term of the contract. The balance of cost to obtain is included with Other assets on the Consolidated balance sheets. Costs to fulfill - The Company has evaluated the need to capitalize costs to fulfill customer contracts and has determined that there are no costs that meet the definition for capitalization under ASC 340. Disaggregation of Revenue The following tables disaggregates revenue by source (in thousands) : Year Ended December 31, 2022 2021 2020 Type of revenue stream: Commissions and agency fees Renewal commissions $ 57,543 $ 39,111 $ 28,891 New business commissions 24,126 22,108 17,324 Agency fees 10,912 11,506 8,921 Contingent commissions 7,684 9,926 16,675 Franchise revenues Renewal royalty fees 77,346 46,079 29,309 New business royalty fees 18,244 14,616 10,623 Initial franchise fees 10,853 6,516 4,236 Other franchise revenues 1,279 297 222 Interest income 1,403 1,153 813 Total revenues $ 209,390 $ 151,312 $ 117,014 Timing of revenue recognition: Transferred at a point in time $ 92,581 $ 72,725 $ 55,136 Transferred over time 116,809 78,587 61,878 Total revenues $ 209,390 $ 151,312 $ 117,014 80 Contract Balances The following table provides information about receivables, cost to obtain, and contract liabilities from contracts with customers (in thousands) : December 31, 2022 December 31, 2021 Increase/(decrease) Cost to obtain franchise contracts (1) $ 3,255 $ 1,973 $ 1,282 Commissions and agency fees receivable, net (2) 14,440 12,056 2,384 Receivable from franchisees, net (2) 28,767 29,673 ( 906 ) Contract liabilities (2)(3) 46,553 48,608 ( 2,055 ) (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, 2022 December 31, 2021 Contract liability at beginning of period $ 48,608 $ 34,201 Revenue recognized during the period ( 10,853 ) ( 6,516 ) New deferrals (1) 8,798 20,923 Contract liability at end of period $ 46,553 $ 48,608 (1) Initial franchise fees where the consideration is received from the customer for services which are to be transferred to the franchisee over the term of the franchise agreement Anticipated Future Recognition of Deferred Initial Franchise Fees The following table reflects the estimated initial franchise fees (contract liability) to be recognized in the future related to performance obligations that are unsatisfied at the end of the period (in thousands) : Estimate for the year ended December 31: 2023 $ 6,031 2024 5,885 2025 5,755 2026 5,628 2027 5,434 Thereafter 17,820 $ 46,553 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, 2022 2021 Franchise fees receivable $ 35,606 $ 40,171 Less: Unamortized discount ( 9,896 ) ( 9,518 ) Less: Allowance for uncollectible franchise fees ( 487 ) ( 303 ) Total franchise fees receivable $ 25,223 $ 30,350 81 Activity in the allowance for uncollectible franchise fees was as follows (in thousands) : Balance at December 31, 2020 $ 149 Charges to bad debts 1,173 Write offs ( 1,019 ) Balance at December 31, 2021 303 Charges to bad debts 4,078 Write offs ( 3,894 ) Balance at December 31, 2022 $ 487 5. Allowance for uncollectible agency fees Activity in the allowance for uncollectible agency fees was as follows (in thousands) : Balance at December 31, 2020 $ 468 Charges to bad debts 1,826 Write offs ( 1,805 ) Balance at December 31, 2021 $ 489 Charges to bad debts 2,120 Write offs ( 2,159 ) Balance at December 31, 2022 $ 450 6. Property and equipment Property and equipment consisted of the following at (in thousands) : December 31, 2022 2021 Furniture & fixtures $ 9,772 $ 7,283 Computer equipment 4,041 3,369 Network equipment 423 514 Phone system 326 937 Leasehold improvements 36,009 25,115 Total 50,571 37,218 Less accumulated depreciation ( 15,224 ) ( 12,285 ) Property and equipment, net $ 35,347 $ 24,933 Depreciation expense was $ 6.1 million, $ 4.5 million, and $ 2.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. 82 7. Intangible assets Intangible assets consisted of the following (in thousands) : December 31, Weighted average amortization period (years) 2022 2021 Computer software & web domain $ 5,970 $ 4,168 2.74 Less accumulated amortization ( 1,483 ) ( 1,370 ) Intangible assets, net $ 4,487 $ 2,798 Amortization expense was $ 0.8 million, $ 0.4 million, and $ 0.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. Expected amortization for the next five calendar years as of December 31, 2022 are as follows (in thousands) : 2023 $ 1,685 2024 1,562 2025 1,133 2026 107 2027 and thereafter — Total $ 4,487 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 $ 1.0 million, $ 1.0 million, and $ 0.8 million for the years ended December 31, 2022, 2021, and 2020. 9. Debt On July 21, 2021, the Company refinanced its $ 25.0 million revolving credit facility and $ 80.0 million term note payable to a $ 50.0 million revolving credit facility and $ 100.0 million term note payable in order to obtain a more favorable interest rate on the outstanding debt. The Company has the right, subject to approval by the administrative agent and each issuing bank, to increase the commitments under the credit facilities an additional $ 25.0 million. The $ 50.0 million revolving credit facility accrues interest on amounts drawn at an initial interest rate of LIBOR plus 2.50 %, then at an interest rate determined by the Company's leverage ratio for the preceding period. At December 31, 2022, the Company had not drawn against the revolver. At December 31, 2022, the Company had a letter of credit of $ 0.2 million applied against the maximum borrowing availability, thus amounts available to draw totaled $ 49.8 million. The revolving credit facility is collateralized by substantially all the Company’s assets, which includes rights to future commissions. Interest payments on the revolving credit facility totaled $ 0.7 million, $ 0.4 million, and $ 0.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. The $ 100.0 million term note accrues interest at an initial interest rate of LIBOR plus 2.25 %, then at an interest rate determined by the Company's leverage ratio for the preceding period. As of December 31, 2022, the Company was in the greater than 2.50 x leverage ratio tranche, accruing interest of LIBOR plus 2.25 %. The aggregate principal amount of the term note as of December 31, 2022 is $ 94.4 million, payable in quarterly installments of $ 0.6 million for the first twelve months, $ 1.3 million for the next twelve months, $ 1.9 million for the next twelve months, and $ 2.5 million for the last twelve months, with a balloon payment on June 21, 2026.The term note is collateralized by substantially all the Company’s assets, which includes rights to future commissions. 83 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 Maturities of the term note payable for the next five calendar years as of December 31, 2022 are as follows (in thousands) : Amount 2023 $ 6,875 2024 9,375 2025 10,000 2026 68,125 2027 — Total $ 94,375 There is nothing drawn against the revolver which is coterminous with the term loan and is due in full on June 21, 2026. Loan origination fees of $ 0.8 million at December 31, 2022 are reflected as a reduction to the note balance and are amortized through interest expense. The Company’s note payable agreement contains certain restrictions and covenants. Under these restrictions, the Company is limited in the amount of debt incurred and distributions payable. In addition, the credit agreement contains certain change of control provisions that, if broken, would trigger a default. Finally, the Company must maintain certain financial ratios. As of December 31, 2022, 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, 2022 and December 31, 2021, 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. 84 Income tax expense The components of income tax expense are as follows (in thousands) : Year Ended December 31, 2022 2021 2020 Current income taxes Federal $ — $ — $ ( 1,719 ) State and local 271 226 373 Total current income taxes 271 226 ( 1,346 ) Deferred income taxes Federal ( 340 ) ( 4,316 ) 217 State and local 2,568 1,798 94 Total deferred income taxes 2,228 ( 2,518 ) 311 Income tax expense (benefit) $ 2,499 $ ( 2,292 ) $ ( 1,035 ) 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, 2022 2021 2020 Income before taxes $ 5,129 $ 6,004 $ 17,720 Income taxes at U.S. federal statutory rate 1,076 1,261 3,720 Tax on income not subject to entity level federal income tax ( 483 ) ( 617 ) ( 2,264 ) Permanent Differences: Non-deductible stock compensation costs ( 1,478 ) ( 4,530 ) ( 3,004 ) Non-deductible excess compensation 15 — — Non-deductible employee moving expenses — 6 1 Meals & entertainment 101 25 47 Permanent Provision to Return 43 — — State income tax, net of federal benefit 2,268 1,553 524 Other reconciling items: Section 162(m) DTA Write-off 935 — — Other 22 10 ( 59 ) Income tax expense (benefit) $ 2,499 $ ( 2,292 ) $ ( 1,035 ) Deferred tax assets and liabilities The components of deferred tax assets are as follows ( in thousands ): December 31, 2022 December 31, 2021 Net operating loss carryforwards $ 13,172 $ 8,929 Investment in flow-through entity 142,146 116,747 Net deferred tax asset $ 155,318 $ 125,676 GSHD has income tax net operating loss carryforwards for federal and state purposes of $ 60.5 million and $ 0.6 million (post apportionment pre-tax), respectively. The federal net operating loss carryforwards are carried forward indefinitely and the state net operating loss carryforwards begin to expire in 2040. Uncertain tax positions GSHD has determined there are no material uncertain tax positions as of December 31, 2022. 85 Tax Receivable Agreement GF has made an election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) effective for each taxable year in which a redemption or exchange of LLC Units and corresponding Class B common stock for shares of Class A common stock occurs. Prior redemptions and exchanges have resulted, and future redemptions or exchanges are expected to result in tax basis adjustments to the assets of GF that will be allocated to the Company and thus produce favorable tax attributes. These tax attributes would not be available to us in the absence of those transactions. These tax basis adjustments have reduced the amount of tax we are required to pay, and are expected to reduce the amount of tax that GSHD would otherwise be required to pay in the future. GSHD entered into a tax receivable agreement ("TRA") with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by GSHD to the Pre-IPO LLC Members of 85 % of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that GSHD actually realizes as a result of (i) any increase in tax basis in GSHD's assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the TRA. During the years ended December 31, 2022, 2021 and 2020, an aggregate of 2.4 million, 1.5 million and 2.6 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 2.4 million, 1.5 million and 2.6 million LLC Units, which resulted in an increase in the tax basis of our investment in GF subject to the provisions of the TRA. 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, 2022 and 2021, the total amount of TRA Payments due to the Pre-IPO LLC Members under the TRA was $ 125.7 million and $ 101.0 million, respectively, of which $ 0.0 million and $ 0.0 million , respectively, was current and included in Accounts payables and accrued expenses on the Consolidated balance sheets. 11. Stockholder's equity Class A Common Stock GSHD has a total of 23,034 thousand and 20,198 thousand shares of its Class A common stock outstanding at December 31, 2022 and 2021, 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 14,471 thousand and 16,909 thousand shares of its Class B common stock outstanding at December 31, 2022 and 2021, respectively. Each share of Class B common stock has no economic rights but entitles its holder to one vote per share on all matters submitted to a vote of the stockholders of GSHD. Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to GSHD's stockholders for their vote or approval, except as otherwise required by applicable law, by agreement, or by GSHD's certificate of incorporation. Earnings Per Share The following table sets forth the calculation of basic earnings per share ("EPS") based on net income attributable to GSHD for the year ended December 31, 2022, 2021, and 2020, divided by the basic weighted average number of Class A common stock as of December 31, 2022 and 2021 (in thousands, except per share amounts) . Diluted earnings per share of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The Company has not included the effects of conversion of Class B shares to Class A shares in the diluted EPS calculation using the "if-converted" method, because doing so has no impact on diluted EPS (in thousands) : 86 Year Ended December 31, 2022 2021 2020 Numerator: Income before taxes $ 5,129 $ 6,004 $ 17,720 Less: income before taxes attributable to non-controlling interests 2,065 2,893 9,468 Income before taxes attributable to GSHD 3,064 3,111 8,252 Less: income tax expense (benefit) attributable to GSHD 2,499 ( 2,292 ) ( 1,035 ) Net income attributable to GSHD $ 565 $ 5,403 $ 9,287 Denominator: Weighted average shares of Class A common stock outstanding - basic 20,995 19,181 16,785 Effect of dilutive securities: Stock options 778 1,632 1,598 Weighted average shares of Class A common stock outstanding - diluted 21,773 20,813 18,383 Earnings per share of Class A common stock - basic $ 0.03 $ 0.28 $ 0.55 Earnings per share of Class A common stock - diluted $ 0.03 $ 0.26 $ 0.51 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. GF makes distributions to the LLC Unit holders on a pro rata basis. For the years ended December 31, 2022 and 2021, GF made no distributions. 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 2022 and 2021, an aggregate of 2.4 million and 1.5 million LLC Units, respectively, were redeemed by the non-controlling interest holders. Pursuant to the GF LLC Agreement, we issued 2.4 million and 1.5 million shares of Class A common stock in connection with these redemptions and received 2.4 million and 1.5 million LLC Interests, increasing our ownership interest in GF LLC. Simultaneously, and in connection with these redemptions, 2.4 million and 1.5 million shares of Class B common stock were surrendered and canceled. 87 The following table summarizes the ownership interest in GF as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 LLC Units Ownership % LLC Units Ownership % Number of LLC Units held by GSHD 23,034 61.4 % 20,198 54.4 % Number of LLC Units held by non-controlling interest holders 14,471 38.6 % 16,909 45.6 % Number of LLC Units outstanding 37,505 100.0 % 37,107 100.0 % 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, 2022 and 2021 was 43.6 % and 48.0 %, 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, 2022, 2021, and 2020 is as follows (in thousands) : Year Ended December 31, 2022 2021 2020 Net Income attributable to Goosehead Insurance Inc. $ 565 $ 5,403 $ 9,287 Transfers (to) from non-controlling interests: Decrease in additional paid-in capital as a result of the redemption of LLC interests ( 7,598 ) ( 3,728 ) ( 3,525 ) Increase in additional paid-in capital as a result of activity under employee stock purchase plan 699 796 542 Total effect of changes in ownership interest on equity attributable to Goosehead Insurance Inc. $ ( 6,334 ) $ 2,471 $ 6,304 13. Equity-based compensation A summary of equity-based compensation expense during the years ended December 31, 2022, 2021, and 2020 is as follows (in thousands) : Year Ended December 31, 2022 2021 2020 Stock options $ 19,642 $ 7,292 $ 4,745 Equity-based compensation expense $ 19,642 $ 7,292 $ 4,745 Stock options: The Company granted additional stock options of 1,482,000 , 153,500 , and 900,000 to its Board of Directors and Managing Directors in 2022, 2021, and 2020, respectively. The weighted average grant date fair value was determined using the Black-Scholes valuation model using the following weighted average assumptions: December 31 2022 2021 2020 Expected volatility 55 % - 65 % 45 % 40 % Expected dividend yield — % — % — % Expected term (in years) 3.25 - 4 4.25 6.5 Risk-free interest rate 1.19 %- 4.26 % 0.29 % 0.47 % A summary of stock option activity for the years ended December 31, 2022, 2021 and 2020 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, 2020 1,730 $ 11.13 $ 5,969 Granted 1,010 41.24 16,322 Exercised ( 450 ) 10.00 1,390 Forfeited — — — Expired — — — Outstanding as of December 31, 2020 2,290 $ 24.63 $ 20,901 Granted 154 131.87 7,280 Exercised ( 351 ) 10.83 1,186 Forfeited ( 24 ) 45.45 370 Expired — — — Outstanding as of December 31, 2021 2,069 $ 34.68 $ 26,625 Granted 1,482 97.49 61,808 Exercised ( 381 ) 14.25 1,886 Forfeited ( 468 ) 82.82 15,584 Expired ( 13 ) 40.88 219 Outstanding as of December 31, 2022 2,689 $ 63.84 $ 70,744 7.63 Options vested and exercisable as of December 31, 2022 906 $ 27.36 $ 8,815 5.62 Options expected to vest as of December 31, 2022 1,783 $ 81.94 $ 61,929 8.63 As of December 31, 2022, total unrecognized compensation expense related to unvested stock options was $ 41.5 million, which is expected to be recognized over a weighted average period of 2.02 years. Cash received from stock option exercises during the year ended December 31, 2022 was $ 6.1 million. A summary of unvested stock option activity for the years ended December 31, 2022, 2021 and 2020 is as follows ( in thousands except per share amounts ): Stock Options Weighted Average Grant Date Fair Value Unvested as January 1, 2020 1,517 $ 3.15 Vested ( 550 ) 3.12 Granted 1,010 16.16 Forfeited — — Unvested as of December 31, 2020 1,977 $ 10.09 Vested ( 504 ) 5.09 Granted 154 47.43 Forfeited ( 24 ) 15.44 Unvested as of December 31, 2021 1,603 $ 15.20 Vested ( 834 ) 10.64 Granted 1,482 41.71 Forfeited ( 468 ) 33.33 Unvested as of December 31, 2022 1,783 $ 34.73 The total fair value of stock options vested during the years ended December 31, 2022, 2021 and 2020 was $ 8.9 million, $ 2.6 million and $ 1.7 million, respectively. 89 14. Dividends On July 30, 2020, GF approved an extraordinary dividend in the aggregate amount of $ 42 million payable to holders of LLC Units, including GSHD. The board of directors of the Company subsequently declared an extraordinary dividend of $ 1.15 (rounded) to all holders of Class A common stock of GSHD with a record date of August 10, 2020, which was paid on August 24, 2020. A summary of the total amounts declared by GF is as follows (in thousands) : LLC Units held as of August 10, 2020 Dividends Declared Class A common stockholders 17,263 $ 19,843 Class B common stockholders via LLC Units held 19,276 22,157 Total 36,539 $ 42,000 On July 28, 2021 GF approved an extraordinary dividend in the aggregate amount of $ 60 million payable to holders of LLC Units, including GSHD. The board of directors of the Company subsequently declared an extraordinary dividend of $ 1.63 (rounded) to all holders of Class A common stock of GSHD with a record date of August 9, 2021, which was paid on August 23, 2021. A summary of the total amounts declared and paid by GF is as follows (in thousands): LLC Units held as of August 9, 2021 Dividend Paid Class A common stockholders 19,429 $ 31,657 Class B common stockholders via LLC Units held 17,401 28,343 Total 36,830 $ 60,000 Any future extraordinary dividends will be declared at the sole discretion of GF's managing members with respect to GF and the Company's board of directors with respect to GSHD. In determining whether a future extraordinary dividend will be declared by the Company, the board of directors may, at its sole discretion, consider the following: the Company's financial condition and operating results, the Company's available cash and current and anticipated cash needs, the Company's capital requirements, any contractual, legal, tax and regulatory restrictions, general economic and business conditions, and such other factors or conditions as the board of directors deems relevant. The Company did not approve or pay any dividends during the year ended December 31, 2022. 15. Leases At December 31, 2022, 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 8 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 assets 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. 90 The following table provides information related to the Company’s leases as of December 31, 2022 and 2021 (in thousands) : December 31, 2022 December 31, 2021 Right-of-use assets $ 44,080 $ 32,656 Short term lease liabilities 6,627 4,893 Long term lease liabilities 64,947 47,335 Total lease liabilities 71,574 52,228 Weighted average remaining lease term (in years) 7.45 8.10 Weighted average incremental borrowing rate 3.9 % 3.1 % The following is a schedule showing the components of lease cost for the year ended December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Gross operating lease cost $ 7,034 $ 4,798 Sublease income ( 27 ) ( 7 ) Net lease cost $ 7,007 $ 4,791 The following is a schedule of supplemental cash flow information related to leases for the year ended December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ ( 5,615 ) $ ( 16,092 ) Right of use assets obtained in exchange for lease obligation Operating leases $ 15,907 $ 10,143 The following is a schedule of future maturity of lease liability as of December 31, 2022 (in thousands): 2023 $ 8,816 2024 11,130 2025 11,316 2026 11,532 2027 11,222 Thereafter 29,060 Total lease payments 83,076 Less: imputed interest ( 11,502 ) Future maturity of lease liability $ 71,574 As of December 31, 2022, the Company did not have any additional future operating lease commitments that were signed but had not yet commenced. 16. Segment information The Company’s Chief Operating Decision Maker, its Chief Executive Officer (“CEO”), reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Management views the Company’s operations and manages its business as one operating segment. Accordingly, 91 the Company determined that it operates in a single reportable segment. All of the Company’s long-lived assets are located in the United States. As a result, beginning with the first quarter of 2022, GSHD has modified the presentation of its segment financial information with retrospective application to all prior periods presented. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. 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. 92 Item 9. Changes in and disagreements with accountants on accounting and financial statement disclosure None.