UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission file number: 001-38466

GOOSEHEAD INSURANCE, INC.

(Exact name of registrant as specified in its charter)


Delaware			82-3886022
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
1500 Solana Blvd, Building 4, Suite 4500
Westlake
Texas			76262
(Address of principal executive offices)			(Zip Code)

(469) 480-3669

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, par value $.01 per share	GSHD	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

As of ~~April~~July 27, 2022, there were ~~20,416,358~~20,543,160 shares of Class A common stock outstanding and ~~16,710,886~~16,683,886 shares of Class B common stock outstanding.

Table of contents



		Page
Part I
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3335
Item 4.	Controls and Procedures	3335

Part II
Item 1.	Legal Proceedings	3436
Item 1A.	Risk Factors	3436
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3436
Item 3.	Defaults Upon Senior Securities	3436
Item 4.	Mine Safety Disclosures	3436
Item 5.	Other Information	3436
Item 6.	Exhibits	3537

SIGNATURES		3537

Commonly used defined terms

As used in this Quarterly Report on Form 10-Q ("Form 10-Q"), unless the context indicates or otherwise requires, the following terms have the following meanings:

•Ancillary Revenue: Revenue that is supplemental to our Core Revenue and Cost Recovery Revenue, Ancillary Revenue is unpredictable and often outside of the Company's control. Included in Ancillary Revenue are Contingent Commissions and other income.

•Agency Fees: Fees separate from commissions charged directly to clients for efforts performed in the issuance of new insurance policies.

•Annual Report on Form 10-K: The Company's annual report on Form 10-K for the year ended December 31, 2021.

•ASC 606 ("Topic 606"): ASU 2014-09 - Revenue from Contracts with Customers.

•ASC 842 ("Topic 842"): ASU 2016-02 - Leases.

•Carrier: An insurance company.

•Carrier Appointment: A contractual relationship with a Carrier.

•Client Retention: Calculated by comparing the number of all clients that had at least one policy in force twelve months prior to the date of measurement and still have at least one policy in force at the date of measurement.

•Contingent Commission: Revenue in the form of contractual payments from Carriers contingent upon several factors, including growth and profitability of the business placed with the Carrier.

•Core Revenue: The most predictable revenue stream for the Company, these revenues consist of New Business Revenue and Renewal Revenue. New Business Revenue is lower-margin, but fairly predictable. Renewal Revenue is higher-margin and very predictable.

•Cost Recovery Revenue: Revenue received by the Company associated with cost recovery efforts associated with selling and financing franchises. Included in Cost Recovery Revenue are Initial Franchise Fees and Interest Income.

•Franchise Agreement: Agreements governing our relationships with Franchisees.

•Franchisee: An individual or entity who has entered into a Franchise Agreement with us.

•GF: Goosehead Financial, LLC.

•Initial Franchise Fee: Contracted fees paid by Franchisees to compensate Goosehead for the training, onboarding and ongoing support of new franchise locations.

•LLC Unit: a limited liability company unit of Goosehead Financial, LLC.

•New Business Commission: Commissions received from Carriers relating to policies in their first term.

•New Business Revenue: New Business Commissions, Agency Fees, and New Business Royalty Fees.

•New Business Royalty Fees: Royalty Fees received from Franchisees relating to policies in their first term

•NPS: Net Promoter Score is calculated based on a single question: “How likely are you to refer Goosehead Insurance to a friend, family member or colleague?” Clients that respond with a 6 or below are Detractors, a score of 7 or 8 are called Passives, and a 9 or 10 are Promoters. NPS is calculated by subtracting the percentage of Detractors from the percentage of Promoters.

•Policies in Force: As of any reported date, the total count of current (non-cancelled) policies placed by us with our Carriers.

•Pre-IPO LLC Members: owners of LLC Units of GF prior to the Offering.

•Renewal Revenue: Renewal Commissions and Renewal Royalty Fees.

•Royalty Fees: Fees paid by Franchisees to the Company that are tied to the gross commissions paid by the Carriers related to policies sold or renewed by a franchisee.

•The Offering: The initial public offering completed by Goosehead Insurance, Inc. on May 1, 2018.

•Total Written Premium: As of any reported date, the total amount of current (non-cancelled) gross premium that is placed with Goosehead’s portfolio of Carriers.

Special note regarding forward-looking statements

We have made statements in this Form 10-Q that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include the potential impact of COVID-19 on the Company's business, projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Item 1A. Risk factors” in the Annual Report on Form 10-K.

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations.

PART I

Item 1. Condensed Consolidated Financial Statements (Unaudited)


		Page
Condensed Consolidated Statements of Operations		6
Condensed Consolidated Balance Sheets		7
Condensed Consolidated Statements of Stockholders' Equity		8
Condensed Consolidated Statements of Cash Flows		910
Notes to the Condensed Consolidated Financial Statements		1011
Note 1	Organization	1011
Note 2	Summary of significant accounting policies	1011
Note 3	Revenues	1213
Note 4	Franchise fees receivable	1415
Note 5	Allowance for uncollectible agency fees	1415
Note 6	Property and equipment	1516
Note 7	Debt	1516
Note 8	Income taxes	1617
Note 9	Stockholder's equity	1718
Note 10	Non-controlling interest	1819
Note 11	Equity-based compensation	1920
Note 12	Segment information	1920
Note 13	Litigation	1921

Goosehead Insurance, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
			2022		2021				2022		2021		2022		2021
Revenues:	Revenues:							Revenues:
Commissions and agency fees	Commissions and agency fees		$	20,009	$	17,534		Commissions and agency fees	$	26,265	$	21,053	$	46,274	$	38,587
Franchise revenues	Franchise revenues		20,950		13,433			Franchise revenues	26,427		16,841		47,377		30,274
Interest income	Interest income		319		261			Interest income	330		279		649		540
Total revenues	Total revenues		41,278		31,228			Total revenues	53,022		38,173		94,300		69,401
Operating Expenses:	Operating Expenses:							Operating Expenses:
Employee compensation and benefits	Employee compensation and benefits		31,484		21,309			Employee compensation and benefits	31,659		22,475		63,143		43,784
General and administrative expenses	General and administrative expenses		13,524		9,274			General and administrative expenses	12,378		10,134		25,902		19,408
Bad debts	Bad debts		796		447			Bad debts	1,660		646		2,456		1,093
Depreciation and amortization	Depreciation and amortization		1,576		1,000			Depreciation and amortization	1,658		1,132		3,234		2,132
Total operating expenses	Total operating expenses		47,380		32,030			Total operating expenses	47,355		34,387		94,735		66,417
Loss from operations			(6,102)		(802)
Income (loss) from operations								Income (loss) from operations	5,667		3,786		(435)		2,984
Other Income (Expense):	Other Income (Expense):							Other Income (Expense):
Other income	Other income		—		20			Other income	—		119		—		139
Interest expense	Interest expense		(883)		(601)			Interest expense	(1,114)		(546)		(1,997)		(1,147)
Loss before taxes			(6,985)		(1,383)
Tax benefit			(1,602)		(294)
Net loss			(5,383)		(1,089)
Less: net loss attributable to non-controlling interests			(3,126)		(693)
Net loss attributable to Goosehead Insurance, Inc.			$	(2,257)	$	(396)
Income (loss) before taxes								Income (loss) before taxes	4,553		3,359		(2,432)		1,976
Tax expense (benefit)								Tax expense (benefit)	2,164		223		562		(71)
Net income (loss)								Net income (loss)	2,389		3,136		(2,994)		2,047
Less: net income (loss) attributable to non-controlling interests								Less: net income (loss) attributable to non-controlling interests	2,047		1,649		(1,050)		956
Net income (loss) attributable to Goosehead Insurance, Inc.								Net income (loss) attributable to Goosehead Insurance, Inc.	$	342	$	1,487	$	(1,944)	$	1,091
Earnings per share:	Earnings per share:							Earnings per share:
Basic	Basic		$	(0.11)	$	(0.02)		Basic	$	0.02	$	0.08	$	(0.10)	$	0.06
Diluted	Diluted		$	(0.11)	$	(0.02)		Diluted	$	0.02	$	0.07	$	(0.10)	$	0.05
Weighted average shares of Class A common stock outstanding	Weighted average shares of Class A common stock outstanding							Weighted average shares of Class A common stock outstanding
Basic	Basic		20,240		18,375			Basic	20,454		18,774		20,348		18,574
Diluted	Diluted		20,240		18,375			Diluted	21,245		20,367		20,348		20,251

See Notes to the Condensed Consolidated Financial Statements

Goosehead Insurance, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)


		March 31,		December 31,			June 30,		December 31,
		2022		2021			2022		2021
Assets	Assets					Assets
Current Assets:	Current Assets:					Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	21,187	$	28,526	Cash and cash equivalents	$	31,121	$	28,526
Restricted cash	Restricted cash	1,492		1,953		Restricted cash	2,427		1,953

Commissions and agency fees receivable, net	Commissions and agency fees receivable, net	8,804		12,056		Commissions and agency fees receivable, net	9,161		12,056
Receivable from franchisees, net	Receivable from franchisees, net	252		493		Receivable from franchisees, net	1,206		493
Prepaid expenses	Prepaid expenses	10,458		4,785		Prepaid expenses	7,195		4,785

Total current assets	Total current assets	42,193		47,813		Total current assets	51,110		47,813
Receivable from franchisees, net of current portion	Receivable from franchisees, net of current portion	31,537		29,180		Receivable from franchisees, net of current portion	30,689		29,180
Property and equipment, net of accumulated depreciation	Property and equipment, net of accumulated depreciation	25,257		24,933		Property and equipment, net of accumulated depreciation	27,571		24,933
Right-of-use asset	Right-of-use asset	37,421		32,656		Right-of-use asset	41,418		32,656
Intangible assets, net of accumulated amortization	Intangible assets, net of accumulated amortization	3,399		2,798		Intangible assets, net of accumulated amortization	3,749		2,798
Deferred income taxes, net	Deferred income taxes, net	128,977		125,676		Deferred income taxes, net	131,164		125,676
Other assets	Other assets	6,487		4,742		Other assets	5,585		4,742
Total assets	Total assets	$	275,271	$	267,798	Total assets	$	291,286	$	267,798
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current Liabilities:	Current Liabilities:					Current Liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	6,742	$	10,502	Accounts payable and accrued expenses	$	5,753	$	10,502
Premiums payable	Premiums payable	1,492		1,953		Premiums payable	2,427		1,953

Lease liability	Lease liability	5,634		4,893		Lease liability	6,026		4,893

Contract liabilities	Contract liabilities	6,214		6,054		Contract liabilities	6,363		6,054
Note payable	Note payable	5,000		4,375		Note payable	5,625		4,375
Total current liabilities	Total current liabilities	25,082		27,777		Total current liabilities	26,194		27,777
Lease liability, net of current portion	Lease liability, net of current portion	52,363		47,335		Lease liability, net of current portion	57,169		47,335

Note payable, net of current portion	Note payable, net of current portion	117,167		118,361		Note payable, net of current portion	115,349		118,361
Contract liabilities, net of current portion	Contract liabilities, net of current portion	45,362		42,554		Contract liabilities, net of current portion	46,009		42,554
Liabilities under tax receivable agreement	Liabilities under tax receivable agreement	103,194		100,959		Liabilities under tax receivable agreement	105,312		100,959
Total liabilities	Total liabilities	343,168		336,986		Total liabilities	350,033		336,986

Class A common stock, $0.01 par value per share - 300,000 shares authorized, 20,321 shares issued and outstanding as of March 31, 2022, 20,198 shares issued and outstanding as of December 31, 2021		201		200
Class B common stock, $0.01 par value per share - 50,000 shares authorized, 16,808 issued and outstanding as of March 31, 2022, 16,909 shares issued and outstanding as of December 31, 2021		169		170
Class A common stock, $0.01 par value per share - 300,000 shares authorized, 20,534 shares issued and outstanding as of June 30, 2022, 20,198 shares issued and outstanding as of December 31, 2021						Class A common stock, $0.01 par value per share - 300,000 shares authorized, 20,534 shares issued and outstanding as of June 30, 2022, 20,198 shares issued and outstanding as of December 31, 2021	203		200
Class B common stock, $0.01 par value per share - 50,000 shares authorized, 16,693 issued and outstanding as of June 30, 2022, 16,909 shares issued and outstanding as of December 31, 2021						Class B common stock, $0.01 par value per share - 50,000 shares authorized, 16,693 issued and outstanding as of June 30, 2022, 16,909 shares issued and outstanding as of December 31, 2021	168		170
Additional paid in capital	Additional paid in capital	52,589		46,281		Additional paid in capital	58,942		46,281
Accumulated deficit	Accumulated deficit	(63,406)		(60,671)		Accumulated deficit	(63,290)		(60,671)
Total stockholders' equity	Total stockholders' equity	(10,447)		(14,020)		Total stockholders' equity	(3,977)		(14,020)
Non-controlling interests	Non-controlling interests	(57,450)		(55,168)		Non-controlling interests	(54,770)		(55,168)
Total equity	Total equity	(67,897)		(69,188)		Total equity	(58,747)		(69,188)
Total liabilities and equity	Total liabilities and equity	$	275,271	$	267,798	Total liabilities and equity	$	291,286	$	267,798

See Notes to the Condensed Consolidated Financial Statements

Goosehead Insurance, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)

(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		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	Balance, January 1, 2022	20,198	16,909	200	170	46,281	(60,671)	(14,020)	(55,168)	(69,188)	Balance, January 1, 2022	20,198	16,909	$	200	$	170	$	46,281	$	(60,671)	$	(14,020)	$	(55,168)	$	(69,188)

Net loss	Net loss	—	—	—	—	—	(2,257)	(2,257)	(3,126)	(5,383)	Net loss	—	—	—		—		—		(2,257)		(2,257)		(3,126)		(5,383)
Exercise of stock options	Exercise of stock options	19	—	—	—	256	—	256	—	256	Exercise of stock options	19	—	—		—		256		—		256		—		256
Equity-based compensation	Equity-based compensation	—	—	—	—	5,788	—	5,788	—	5,788	Equity-based compensation	—	—	—		—		5,788		—		5,788		—		5,788
Activity under employee stock purchase plan	Activity under employee stock purchase plan	3	—	—	—	214	—	214	—	214	Activity under employee stock purchase plan	3	—	—		—		214		—		214		—		214
Redemption of LLC Units	Redemption of LLC Units	101	(101)	1	(1)	(344)	—	(344)	344	—	Redemption of LLC Units	101	(101)	1		(1)		(344)		—		(344)		344		—
Deferred tax adjustments related to Tax Receivable Agreement	Deferred tax adjustments related to Tax Receivable Agreement	—	—	—	—	394	—	394	22	416	Deferred tax adjustments related to Tax Receivable Agreement	—	—	—		—		394		—		394		22		416
Reallocation of Non-controlling interest	Reallocation of Non-controlling interest	—	—	—	—	—	(478)	(478)	478	—	Reallocation of Non-controlling interest	—	—	—		—		—		(478)		(478)		478		—
Balance March 31, 2022	Balance March 31, 2022	20,321	16,808	201	169	52,589	(63,406)	(10,447)	(57,450)	(67,897)	Balance March 31, 2022	20,321	16,808	$	201	$	169	$	52,589	$	(63,406)	$	(10,447)	$	(57,450)	$	(67,897)





Net income	—	—	—		—		—		342		342		2,047		2,389
Exercise of stock options	94	—	1		—		1,007		—		1,008		—		1,008
Equity-based compensation	—	—	—		—		5,173		—		5,173		—		5,173
Activity under employee stock purchase plan	4	—	—		—		177		—		177		—		177
Redemption of LLC Units	115	(115)	1		(1)		(377)		—		(377)		377		—
Deferred tax adjustments related to Tax Receivable Agreement	—	—	—		—		373		—		373		30		403
Reallocation of Non-controlling interest	—	—	—		—		—		(226)		(226)		226		—
Balance June 30, 2022	20,534	16,693	$	203	$	168	$	58,942	$	(63,290)	$	(3,977)	$	(54,770)	$	(58,747)


		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		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	Balance, January 1, 2021	18,304	18,447	183	184	29,371	(34,614)	(4,876)	(33,528)	(38,404)	Balance, January 1, 2021	18,304	18,447	$	183	$	184	$	29,371	$	(34,614)	$	(4,876)	$	(33,528)	$	(38,404)

Distributions											Distributions	—	—	—		—		—		—		—				—
Net loss	Net loss	—	—	—	—	—	(396)	(396)	(693)	(1,089)	Net loss	—	—	—		—		—		(396)		(396)		(693)		(1,089)
Exercise of stock options	Exercise of stock options	9		—		226		226		226	Exercise of stock options	9		—				226				226				226
Equity-based compensation	Equity-based compensation	—	—	—	—	1,941	—	1,941	—	1,941	Equity-based compensation	—	—	—		—		1,941		—		1,941		—		1,941
Activity under employee stock purchase plan	Activity under employee stock purchase plan	2	—	—	—	205	—	205	—	205	Activity under employee stock purchase plan	2	—	—		—		205		—		205		—		205
Redemption of LLC Units	Redemption of LLC Units	133	(133)	1	(1)	(249)	—	(249)	249	—	Redemption of LLC Units	133	(133)	1		(1)		(249)		—		(249)		249		—
Deferred tax adjustments related to Tax Receivable Agreement	Deferred tax adjustments related to Tax Receivable Agreement	—	—	—	—	798	—	798	18	816	Deferred tax adjustments related to Tax Receivable Agreement	—	—	—		—		798		—		798		18		816
Reallocation of Non-controlling interest	Reallocation of Non-controlling interest	—	—	—	—	—	2	2	(2)	—	Reallocation of Non-controlling interest	—	—	—		—		—		2		2		(2)		—
Balance March 31, 2021	Balance March 31, 2021	18,448	18,314	184	183	32,292	(35,008)	(2,349)	(33,956)	(36,305)	Balance March 31, 2021	18,448	18,314	$	184	$	183	$	32,292	$	(35,008)	$	(2,349)	$	(33,956)	$	(36,305)





Net income	—	—	—		—		—		1,487		1,487		1,649		3,136
Exercise of stock options	31	—	—		—		439		—		439		—		439
Equity-based compensation	—	—	—		—		1,851		—		1,851		—		1,851
Activity under employee stock purchase plan	2	—	—		—		214		—		214		—		214
Redemption of LLC Units	728	(728)	7		(7)		(1,280)		—		(1,280)		1,280		—
Deferred tax adjustments related to Tax Receivable Agreement	—	—	—		—		3,063		—		3,063		101		3,164
Reallocation of Non-controlling interest	—	—	—		—		—		(6)		(6)		6		—
Balance June 31, 2021	19,209	17,586	$	191	$	176	$	36,579	$	(33,527)	$	3,419	$	(30,920)	$	(27,501)

See Notes to the Condensed Consolidated Financial Statements

`Goosehead Insurance, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss		$	(5,383)	$	(1,089)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Net income (loss)						Net income (loss)	$	(2,994)	$	2,047
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	1,632		1,066		Depreciation and amortization	3,347		2,264

Bad debt expense	Bad debt expense	796		447		Bad debt expense	2,456		1,093
Equity-based compensation	Equity-based compensation	5,788		1,941		Equity-based compensation	10,961		3,793
Impacts of Tax Receivable Agreement	Impacts of Tax Receivable Agreement	2,235		3,420		Impacts of Tax Receivable Agreement	4,353		20,628
Deferred income taxes	Deferred income taxes	(2,885)		(3,574)		Deferred income taxes	(4,670)		(20,772)
Noncash lease activity	Noncash lease activity	1,004		13		Noncash lease activity	2,205		5,080
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:

Receivable from franchisees	Receivable from franchisees	(2,397)		(3,694)		Receivable from franchisees	(3,584)		(6,112)
Commissions and agency fees receivable	Commissions and agency fees receivable	2,727		13,424		Commissions and agency fees receivable	1,780		11,745
Prepaid expenses	Prepaid expenses	(5,673)		(3,870)		Prepaid expenses	(2,410)		(3,689)
Other assets	Other assets	(1,743)		(1,337)		Other assets	(839)		(1,303)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(3,762)		(2,796)		Accounts payable and accrued expenses	(4,751)		(1,649)
Contract liabilities	Contract liabilities	2,968		3,553		Contract liabilities	3,764		7,188
Premiums payable	Premiums payable	(461)		(165)		Premiums payable	474		228

Payments pursuant to the tax receivable agreement	Payments pursuant to the tax receivable agreement	—		549		Payments pursuant to the tax receivable agreement	—		(549)
Net cash provided by (used for) operating activities		(5,154)		7,888
Net cash provided by operating activities						Net cash provided by operating activities	10,092		19,992
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Proceeds from notes receivable	Proceeds from notes receivable	10		10		Proceeds from notes receivable	21		17
Purchase of software	Purchase of software	(773)		(165)		Purchase of software	(1,292)		(1,369)
Purchase of property and equipment	Purchase of property and equipment	(1,728)		(1,945)		Purchase of property and equipment	(5,531)		(7,934)
Net cash used for investing activities	Net cash used for investing activities	(2,491)		(2,100)		Net cash used for investing activities	(6,802)		(9,286)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Repayment of note payable	Repayment of note payable	(625)		(500)		Repayment of note payable	(1,875)		(1,500)

Proceeds from the issuance of Class A common stock	Proceeds from the issuance of Class A common stock	470		431		Proceeds from the issuance of Class A common stock	1,654		1,084

Net cash used for financing activities	Net cash used for financing activities	(155)		(69)		Net cash used for financing activities	(221)		(416)
Net decrease in cash and restricted cash		(7,800)		5,719
Net increase in cash and restricted cash						Net increase in cash and restricted cash	3,069		10,290
Cash and cash equivalents, and restricted cash, beginning of period	Cash and cash equivalents, and restricted cash, beginning of period	30,479		26,236		Cash and cash equivalents, and restricted cash, beginning of period	30,479		26,236
Cash and cash equivalents, and restricted cash, end of period	Cash and cash equivalents, and restricted cash, end of period	$	22,679	$	31,955	Cash and cash equivalents, and restricted cash, end of period	$	33,548	$	36,526

Supplemental disclosures of cash flow data:	Supplemental disclosures of cash flow data:					Supplemental disclosures of cash flow data:
Cash paid during the year for interest		1,086		535
Cash paid during the period for interest						Cash paid during the period for interest	2,143		1,015
Cash paid for income taxes	Cash paid for income taxes	9		—		Cash paid for income taxes	398		262

See Notes to the Condensed Consolidated Financial Statements

910


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

1. Organization

Goosehead Insurance, Inc. (“GSHD”) is the sole managing member of Goosehead Financial, LLC (“GF”) and has the sole voting power and control of management of GF. Accordingly, GSHD consolidates the financial results of GF and reports non-controlling interest in GSHD’s condensed consolidated financial statements.

GF was organized on January 1, 2016 as a Delaware Limited Liability Company and is headquartered in Westlake, TX.

GSHD (collectively with its consolidated subsidiaries, the “Company”) provides personal and commercial property and casualty insurance brokerage services for its clients through a network of corporate-owned agencies and franchise units across the nation.

The Company had 15 and 1011 corporate-owned locations in operation at ~~March 31,~~June 30, 2022 and 2021, respectively. Franchisees are provided access to insurance Carrier Appointments, product training, technology infrastructure, client service centers and back office services. During the three months ended ~~March 31,~~June 30, 2022 and 2021, the Company onboarded ~~113~~141 and ~~117~~108 franchise locations, respectively, and had ~~1,268~~1,344 and ~~987~~1,072 operating franchise locations as of ~~March 31,~~June 30, 2022 and 2021, respectively. No franchises were purchased by the Company during the three and six months ended ~~March 31,~~June 30, 2022 or 2021.

All intercompany accounts and transactions have been eliminated in consolidation.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all of the annual disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, in the opinion of management, these statements include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated financial positions at ~~March 31,~~June 30, 2022 and December 31, 2021, the condensed consolidated results of operations, stockholders' equity and statements of cash flows for the three and six months ended ~~March 31,~~June 30, 2022 and 2021. The interim period condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements that are included in the Annual Report on Form 10-K.

In accordance with Accounting Standards Codification 280 "Segment Reporting", and in the first quarter of 2022, the Company began reporting 1 operating segment due to changes in how the Company's chief operating decision maker assesses the Company's performance and allocates resources. See Note 12 "Segment Reporting".

The results of operations for the three and six months ended ~~March 31,~~June 30, 2022 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue due to the timing of contingent commission revenue recognition and trends in housing market activity.

Impact of the Coronavirus (“COVID-19”) Pandemic

To date, the pandemic has not increased our costs of or access to capital under our term note and revolving credit facility, and we do not believe it is reasonably likely to do so in the future. In addition, we do not believe that the pandemic will affect our ongoing ability to meet the covenants in our debt instruments, including under our term note and revolving credit facility. To date, the pandemic has not impacted the collectability of receivables or adversely affected our ability to generate new business, add new franchises, or retain existing franchises or policies. ~~Changes~~While contingent commissions initially benefited from lower loss ratios in ~~consumer behavior linked~~the early part of the pandemic, we now anticipate lower contingent commissions as customers return to ~~the COVID-19~~pre-pandemic driving patterns and loss ratios increase. The pandemic ~~may have~~has also contributed to ~~reduced loss ratios through the twelve months ended December 31, 2020, increasing the amount~~inflationary pressures and supply chain disruptions, and these challenges could persist if governments continue to impose lockdowns, quarantine requirements and other restrictions in order to control rates of ~~revenue from~~COVID-19 infections. For example, increased inflation may result in increased labor costs and increased losses for our carriers, which in turn could negatively impact Contingent Commissions the Company ~~received.~~


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

receives in the near term. 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.


~~Goosehead Insurance, Inc.~~
Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.

Income Taxes

The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment.

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 ~~$1.5~~$2.4 million and ~~$1.2~~$1.6 million as of ~~March 31,~~June 30, 2022 and 2021, respectively.

The following is a reconciliation of our cash and restricted cash balances as presented in the condensed consolidated statements of cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands):


		March 31,					June 30,
		2022		2021			2022		2021
Cash and cash equivalents	Cash and cash equivalents	$	21,187	$	30,797	Cash and cash equivalents	$	31,121	$	34,975
Restricted cash	Restricted cash	1,492		1,158		Restricted cash	2,427		1,551
Cash and cash equivalents, and restricted cash	Cash and cash equivalents, and restricted cash	$	22,679	$	31,955	Cash and cash equivalents, and restricted cash	$	33,548	$	36,526

~~0Recently~~Recently adopted accounting pronouncements

Simplifying the Accounting for Income Taxes (ASU 2019-12): In 2019, the Financial Accounting Standards Board issued ASU 2019-12 to simplify the accounting for income taxes. The guidance primarily addresses how to (1) recognize a deferred tax liability after we transition to or from the equity method of accounting, (2) evaluate if a step-up in the tax basis of goodwill is related to a business combination or is a separate transaction, (3) recognize all of the effects of a change in tax law in the period of enactment, including adjusting the estimated annual tax rate, and (4) include the amount of tax based on income in the income tax provision and any incremental amount as a tax not based on income for hybrid tax regimes. We adopted the guidance in the first quarter of 2021. The adoption did not have a material impact on our condensed consolidated financial statements or related disclosures.

Reference Rate Reform (ASU 2020-04): In March 2020, the Financial Accounting Standards Board issued ASU 2020-04. Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. ASU 2020-04 is effective from 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 condensed 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.

1112


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

3. Revenue

Commissions and 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. 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.

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.

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.

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.

Contract costs

~~Additionally, the~~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 for the franchise sales team, 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.

1213


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Disaggregation of Revenue

The following table disaggregates revenue by source (in thousands):


							Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended March 31, 2022		Three Months Ended March 31, 2021			2022		2021		2022		2021
Type of revenue stream:	Type of revenue stream:					Type of revenue stream:
Commissions and agency fees	Commissions and agency fees					Commissions and agency fees
Renewal Commissions	Renewal Commissions	$	10,207	$	7,757	Renewal Commissions	$	14,541	$	10,310	$	24,748	$	18,067
New Business Commissions	New Business Commissions	5,367		4,616		New Business Commissions	6,730		5,944		12,097		10,560
Agency Fees	Agency Fees	2,637		2,424		Agency Fees	3,114		3,105		5,751		5,529
Contingent Commissions	Contingent Commissions	1,798		2,737		Contingent Commissions	1,880		1,694		3,678		4,431
Franchise revenues	Franchise revenues					Franchise revenues
Renewal Royalty Fees	Renewal Royalty Fees	14,002		8,746		Renewal Royalty Fees	18,870		11,670		32,872		20,416
New Business Royalty Fees	New Business Royalty Fees	4,292		3,157		New Business Royalty Fees	4,821		3,680		9,113		6,837
Initial Franchise Fees	Initial Franchise Fees	2,296		1,432		Initial Franchise Fees	2,591		1,458		4,887		2,890
Other Franchise Revenues	Other Franchise Revenues	360		98		Other Franchise Revenues	145		33		505		131
Interest Income	Interest Income	319		261		Interest Income	330		279		649		540
Total Revenues	Total Revenues	$	41,278	$	31,228	Total Revenues	$	53,022	$	38,173	$	94,300	$	69,401

Timing of revenue recognition:	Timing of revenue recognition:					Timing of revenue recognition:
Transferred at a point in time	Transferred at a point in time	$	18,211	$	14,797	Transferred at a point in time	$	24,385	$	19,359	$	42,596	$	34,156
Transferred over time	Transferred over time	23,067		16,431		Transferred over time	28,637		18,814		51,704		35,245
Total Revenues	Total Revenues	$	41,278	$	31,228	Total Revenues	$	53,022	$	38,173	$	94,300	$	69,401

Contract Balances

The following table provides information about receivables, cost to obtain, and contract liabilities from contracts with customers (in thousands):


		March 31, 2022		December 31, 2021		Increase/(decrease)			June 30, 2022		December 31, 2021		Increase/(decrease)
Cost to obtain franchise contracts(1)	Cost to obtain franchise contracts(1)	$	2,196	$	1,973	$	223	Cost to obtain franchise contracts(1)	$	2,627	$	1,973	$	654
Commissions and agency fees receivable, net(2)	Commissions and agency fees receivable, net(2)	8,804		12,056		(3,252)		Commissions and agency fees receivable, net(2)	9,161		12,056		(2,895)
Receivable from franchisees(2)	Receivable from franchisees(2)	31,789		29,673		2,116		Receivable from franchisees(2)	31,895		29,673		2,222
Contract liabilities(2)(3)	Contract liabilities(2)(3)	51,576		48,608		2,968		Contract liabilities(2)(3)	52,372		48,608		3,764

(1) Cost to obtain franchise contracts is included in Other assets on the condensed consolidated balance sheets.

(2) Includes both the current and long term portion of this balance.

(3) Initial Franchise Fees to be recognized over the life of the contract.

The Company records Franchise Fees as contract liabilities on the Condensed Consolidated Balance Sheets when the agreement is executed. Contract liabilities are reduced as fees are recognized in revenue over the expected life of the franchise license. As the term of the franchise license is typically ten years, substantially all of the franchise fee revenue recognized in the period ended ~~March 31,~~June 30, 2022 was included in the contract liabilities balance as of December 31, 2021.

~~The weighted average remaining amortization period for contract liabilities related to open franchises is 8.1 years.~~

1314


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

The weighted average remaining amortization period for contract liabilities related to open franchises is 8.1 years.

Significant changes in contract liabilities are as follows (in thousands):



Contract liabilities at December 31, 2021	$	48,608
Revenue recognized during the period	~~2,296~~ (4,887)
New deferrals(1)	~~672~~8,651
Contract liabilities at ~~March 31,~~June 30, 2022	~~51,576~~$	52,372

(1) Initial Franchise Fees where the consideration is received from the ~~customer~~franchisee for services which are to be transferred to the Franchisee over the expected life of the Franchise Agreement

4. Franchise Fees Receivable

The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following (in thousands):


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Franchise fees receivable(1)	Franchise fees receivable(1)	$	43,703	$	40,171	Franchise fees receivable(1)	$	43,133	$	40,171
Less: Unamortized discount(1)	Less: Unamortized discount(1)	(10,557)		(9,518)		Less: Unamortized discount(1)	(10,824)		(9,518)
Less: Allowance for uncollectible franchise fees(1)	Less: Allowance for uncollectible franchise fees(1)	(388)		(303)		Less: Allowance for uncollectible franchise fees(1)	(427)		(303)
Net franchise fees receivable(1)	Net franchise fees receivable(1)	$	32,758	$	30,350	Net franchise fees receivable(1)	$	31,882	$	30,350

(1) Includes both the current and long term portion of this balance

Activity in the allowance for uncollectible franchise fees was as follows (in thousands):


Balance at December 31, 2021	$	303
Charges to bad debts	~~271~~1,341
Write offs	~~(186)~~(1,217)
Balance at ~~March 31,~~June 30, 2022	$	~~388~~427

Balance at December 31, 2020	$	149
Charges to bad debts	~~161~~296
Write offs	~~(150)~~(305)
Balance at ~~March 31,~~June 30, 2021	$	~~160~~140

5. Allowance for Uncollectible Agency Fees

Activity in the allowance for uncollectible Agency Fees was as follows (in thousands):


Balance at December 31, 2021	$	489
Charges to bad debts	~~525~~1,115
Write offs	~~(499)~~(1,052)
Balance at ~~March 31,~~June 30, 2022	$	~~515~~552

Balance at December 31, 2020	$	468
Charges to bad debts	~~286~~797
Write offs	~~(307)~~(708)
Balance at ~~March 31,~~June 30, 2021	$	~~447~~557

1415


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

6. Property and equipment

Property and equipment consisted of the following (in thousands):


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Furniture & fixtures	Furniture & fixtures	$	7,647	$	7,283	Furniture & fixtures	$	7,743	$	7,283
Computer equipment	Computer equipment	3,074		3,369		Computer equipment	3,967		3,369
Network equipment	Network equipment	314		514		Network equipment	320		514
Phone system	Phone system	326		937		Phone system	326		937
Leasehold improvements	Leasehold improvements	24,431		25,115		Leasehold improvements	27,241		25,115
Total	Total	35,792		37,218		Total	39,597		37,218
Less accumulated depreciation	Less accumulated depreciation	(10,535)		(12,285)		Less accumulated depreciation	(12,026)		(12,285)
Property and equipment, net	Property and equipment, net	$	25,257	$	24,933	Property and equipment, net	$	27,571	$	24,933

Depreciation expense was ~~$1.4~~$2.9 million and ~~$0.9~~$2.1 million for ~~three~~six months ended ~~March 31,~~June 30, 2022 and ~~2021.~~2021, respectively.

7. 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 to finance general corporate purposes and the special dividend. The Company also has the right, subject to approval by the administrative agent and each issuing bank, to increase the commitments under the credit facilities by 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 ~~March 31,~~June 30, 2022 the Company was accruing interest at LIBOR plus 250 basis points. At ~~March 31,~~June 30, 2022, the Company had $25.0 million drawn against the revolving credit facility and had a letter of credit of $0.2 million applied against the maximum borrowing availability, payable on July 21, 2026. Thus, amounts available to draw totaled $24.8 million. The revolving credit facility is collateralized by substantially all the Company’s assets, which includes rights to future ~~commissions.~~commissions and royalties.

The term note is payable in quarterly installments of $0.6 million the first twelve months, $1.3 million the next twelve months, $1.9 million the next twelve months, and $2.5 million the last twenty-four months, with a balloon payment on July 21, 2026. The note is collateralized by substantially all of the Company’s assets, which includes rights to future ~~commissions.~~commissions and royalties. Interest is calculated initially at LIBOR plus 2.50%, then at an interest rate based on the Company's leverage ratio for the preceding period. At ~~March 31,~~June 30, 2022 the Company was accruing interest at LIBOR plus 250 basis points.

The interest rate for each leverage ratio tier is as follows:


Leverage Ratio			Interest Rate
< 1.50x			LIBOR + 175 bps
> 1.50x			LIBOR + 200 bps
> 2.50x			LIBOR + 225 bps
> 3.50x			LIBOR + 250 bps

1516


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Maturities of the term note payable for the next five years are as follows (in thousands):


		Amount			Amount
2022	2022	3,750		2022	2,500
2023	2023	6,875		2023	6,875
2024	2024	9,375		2024	9,375
2025	2025	10,000		2025	10,000
2026	2026	68,125		2026	68,125
Total	Total	$	98,125	Total	$	96,875

The Company’s note payable agreement contains certain restrictions and covenants. Under these restrictions, the Company is limited in the amount of debt incurred and distributions payable. As of ~~March 31,~~June 30, 2022, the Company's maximum allowable trailing twelve months debt-to-EBITDA ratio, as defined by the credit agreement, was 4.5x. 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 ~~March 31,~~June 30, 2022, the Company was in compliance with these covenants.

Because of both instruments’ variable interest rate, the note payable balance at ~~March 31,~~June 30, 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.

8. Income Taxes

GSHD is the sole managing member of GF, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, GF is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by GF is passed through to and included in the taxable income or loss of its members, including GSHD, on a pro rata basis. GSHD is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to GSHD's allocable share of income of GF.

Income tax expense (benefit)

Provision for/(benefit from) income taxes for the three and six months ended ~~March 31,~~June 30, 2022 was ~~$(1.6)~~$2.2 million and $0.6 million compared to ~~$(294) thousand~~$0.2 million and $(0.1) million for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively. The effective tax rate was ~~23%~~48% and (23)% for the three and six months ended ~~March 31,~~June 30, 2022 and ~~21%~~7% and (4)% for the three and six months ended ~~March 31,~~June 30, 2021. The increase in the effective tax rate for the three and six months ended ~~March 31,~~June 30, 2022 compared to the three and six months ended ~~March 31,~~June 30, 2021 was primarily due to a decrease in exercises of employee stock options.

Deferred taxes

1617


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Deferred tax assets at ~~March 31,~~June 30, 2022 were ~~$129.0~~$131.2 million compared to $125.7 million at December 31, 2021. The primary contributing factor to the increase in deferred tax assets is additional redemptions of LLC Units of GF for shares of Class A common stock of GSHD during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Tax Receivable Agreement

GF intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) effective for each taxable year in which a redemption or exchange of LLC Units and corresponding Class B common stock for shares of Class A common stock occurs. Future taxable redemptions or exchanges are expected to result in tax basis adjustments to the assets of GF that will be allocated to the Company and thus produce favorable tax attributes. These tax attributes would not be available to GSHD in the absence of those transactions. The anticipated tax basis adjustments are expected to reduce the amount of tax that GSHD would otherwise be required to pay in the future.

GSHD entered into a tax receivable agreement with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by GSHD to the Pre-IPO LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that GSHD actually realizes as a result of (i) any increase in tax basis in GSHD's assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement.

During the three and six months ended ~~March 31,~~June 30, 2022, an aggregate of ~~100,690~~114,767 and 215,457 LLC Units were redeemed by the Pre-IPO LLC Members for newly issued shares of Class A common stock. In connection with these redemptions, GSHD received ~~100,690~~114,767 and 215,457 LLC Units, which resulted in an increase in the tax basis of its investment in GF subject to the provisions of the tax receivable agreement. The Company recognized a liability for the TRA Payments due to the Pre-IPO LLC Members, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemptions of LLC Units, after concluding it was probable that such TRA Payments would be paid based on its estimates of future taxable income. As of ~~March 31,~~June 30, 2022, the total amount of TRA Payments due to the Pre-IPO LLC Members under the tax receivable agreement was ~~$103.2~~$105.3 million, of which $0.0 million was current and included in Accounts payables and accrued expenses on the Condensed Consolidated Balance Sheet. Future exchanges of LLC Units for Class A common stock will result in additional TRA payments.

Uncertain tax positions

GSHD has determined there are no material uncertain tax positions as of ~~March 31,~~June 30, 2022.

9. Stockholders' Equity

Class A Common Stock

GSHD has a total of ~~20,321 thousand~~20,534 shares of its Class A common stock outstanding at ~~March 31,~~June 30, 2022. Each share of Class A common stock holds economic rights and entitles its holder to 1 vote per share on all matters submitted to a vote of the stockholders of GSHD.

Class B Common Stock

GSHD has a total of ~~16,808 thousand~~16,693 shares of its Class B common stock outstanding at ~~March 31,~~June 30, 2022. Each share of Class B common stock has no economic rights but entitles its holder to 1 vote per share on all matters submitted to a vote of the stockholders of GSHD.

Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to GSHD's shareholders for their vote or approval, except as otherwise required by applicable law, by agreement, or by GSHD's certificate of incorporation.

Earnings Per Share

The following table sets forth the calculation of basic earnings per share ("EPS") based on net income attributable to GSHD for the three and six months ended ~~March 31,~~June 30, 2022 and 2021, divided by the basic weighted average number of Class A common stock as of ~~March 31,~~June 30, 2022 and ~~March 31,~~ 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~~

1718


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

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.


		Three Months Ended March 31,					Three Months Ended June 30,				Six Months Ended June 30,
			2022		2021				2022		2021		2022		2021
Numerator:	Numerator:							Numerator:
Loss before taxes			$	(6,985)	$	(1,383)
Less: loss before taxes attributable to non-controlling interests			(3,126)		(693)
Loss before taxes attributable to GSHD			(3,859)		(690)
Income (loss) before taxes								Income (loss) before taxes	$	4,553	$	3,359	$	(2,432)	$	1,976
Less: income (loss) before taxes attributable to non-controlling interests								Less: income (loss) before taxes attributable to non-controlling interests	2,047		1,649		(1,050)		956
Income (loss) before taxes attributable to GSHD								Income (loss) before taxes attributable to GSHD	2,506		1,710		(1,382)		1,020
Less: income tax expense (benefit) attributable to GSHD	Less: income tax expense (benefit) attributable to GSHD		(1,602)		(294)			Less: income tax expense (benefit) attributable to GSHD	2,164		223		562		(71)
Net loss attributable to GSHD			$	(2,257)	$	(396)
Net income (loss) attributable to GSHD								Net income (loss) attributable to GSHD	$	342	$	1,487	$	(1,944)	$	1,091
Denominator:	Denominator:							Denominator:
Weighted average shares of Class A common stock outstanding - basic	Weighted average shares of Class A common stock outstanding - basic		20,240		18,375			Weighted average shares of Class A common stock outstanding - basic	20,454		18,774		20,348		18,574
Effect of dilutive securities:	Effect of dilutive securities:							Effect of dilutive securities:
Stock options(1)	Stock options(1)		—		—			Stock options(1)	791		1,593		—		1,677
Weighted average shares of Class A common stock outstanding - diluted	Weighted average shares of Class A common stock outstanding - diluted		20,240		18,375			Weighted average shares of Class A common stock outstanding - diluted	21,245		20,367		20,348		20,251

Earnings per share of Class A common stock - basic	Earnings per share of Class A common stock - basic		$	(0.11)	$	(0.02)		Earnings per share of Class A common stock - basic	$	0.02	$	0.08	$	(0.10)	$	0.06
Earnings per share of Class A common stock - diluted	Earnings per share of Class A common stock - diluted		$	(0.11)	$	(0.02)		Earnings per share of Class A common stock - diluted	$	0.02	$	0.07	$	(0.10)	$	0.05

(1) ~~2,300~~2,388 and ~~1,808~~3,179 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and six months ended ~~March 31,~~June 30, 2022, respectively, because the effect would have been anti-dilutive. 109 and 78 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and six months ended June 30, 2021, respectively, because the effect would have been anti-dilutive.

10. Non-controlling interest

GSHD is the sole managing member of GF and, as a result, it consolidates the financial results of GF. GSHD reports a non-controlling interest representing the economic interest in GF held by the other members of GF.

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 1-for-one basis or a cash payment equal to the volume weighted average market price of one share of GSHD's Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the amended and restated Goosehead Financial, LLC Agreement. Additionally, in the event of a redemption request by a Pre-IPO LLC Member, GSHD may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be cancelled on a 1-for-one basis if GSHD, at the election of a Pre-IPO LLC Member, redeems or exchanges LLC Units of such Pre-IPO LLC Member pursuant to the terms of the amended and restated Goosehead Financial, LLC Agreement. Except for transfers to GSHD pursuant to the amended and restated Goosehead Financial, LLC Agreement or to certain permitted transferees, the Pre-IPO LLC Members are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B common stock.

During the three and six months ended ~~March 31,~~June 30, 2022, an aggregate of ~~101~~115 thousand and 215 thousand LLC Units were redeemed by the non-controlling interest holders. Pursuant to the GF LLC Agreement, GSHD issued ~~101~~115 thousand and 215 thousand shares of Class A common stock in connection with these redemptions and received 101 thousand LLC Interests, increasing GSHD's ownership interest in GF. Simultaneously, and in connection with these redemptions, and 101 thousand shares of Class B common stock were surrendered and cancelled.

1819


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

received 115 thousand and 215 thousand LLC Interests, increasing GSHD's ownership interest in GF. Simultaneously, and in connection with these redemptions, and 115 thousand and 215 thousand shares of Class B common stock were surrendered and cancelled.

The following table summarizes the ownership interest in GF as of ~~March 31,~~June 30, 2022 (in thousands):


		March 31, 2022			June 30, 2022
		LLC Units	Ownership %		LLC Units	Ownership %
Number of LLC Units held by GSHD	Number of LLC Units held by GSHD	20,321	54.7%	Number of LLC Units held by GSHD	20,534	55.2%
Number of LLC Units held by non-controlling interest holders	Number of LLC Units held by non-controlling interest holders	16,808	45.3%	Number of LLC Units held by non-controlling interest holders	16,693	44.8%
Number of LLC Units outstanding	Number of LLC Units outstanding	37,129	100.0%	Number of LLC Units outstanding	37,227	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 three and six months ended ~~March 31,~~June 30, 2022 was ~~45.5%~~45.2%.

The following table summarizes the effects of changes in ownership in GF on the equity of GSHD for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 as follows (in thousands):


		Three Months Ended March 31,					Three months ended June 30,		Six Months Ended June 30,
			2022		2021					2022		2021		2022		2021
Net income attributable to Goosehead Insurance Inc.	Net income attributable to Goosehead Insurance Inc.		$	(2,257)	$	(396)		Net income attributable to Goosehead Insurance Inc.		$	342	$	1,487	$	(1,944)	$	1,091
Transfers (to) from non-controlling interests:	Transfers (to) from non-controlling interests:							Transfers (to) from non-controlling interests:
Decrease in additional paid-in capital as a result of the redemption of LLC interests	Decrease in additional paid-in capital as a result of the redemption of LLC interests		(344)		(249)			Decrease in additional paid-in capital as a result of the redemption of LLC interests		(377)		(1,280)		(721)		(1,529)
Increase in additional paid-in capital as a result of activity under employee stock purchase plan	Increase in additional paid-in capital as a result of activity under employee stock purchase plan		214		205			Increase in additional paid-in capital as a result of activity under employee stock purchase plan		177		214		391		418
Total effect of changes in ownership interest on equity attributable to Goosehead Insurance Inc.	Total effect of changes in ownership interest on equity attributable to Goosehead Insurance Inc.		$	(2,387)	$	(440)		Total effect of changes in ownership interest on equity attributable to Goosehead Insurance Inc.		$	142	$	421	$	(2,274)	$	(20)

11. Equity-Based Compensation

Stock option expense was ~~$5.8~~$5.2 million and $11.0 million for the three and six months ended ~~March 31,~~June 30, 2022. Stock option expense was $1.9 million and $3.8 million for the three and six months ended ~~March 31,~~June 30, 2021.

12. Segment Information

The Company’s Chief Operating Decision Maker, its Chief Executive Officer (“CEO”), reviews ~~the~~ financial information presented on a consolidated basis for purposes of allocating resources and evaluating ~~its~~ financial performance. Management views the Company’s operations and manages its business as 1 operating segment. Accordingly, the Company ~~has~~ 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. ~~All of the Company’s long-lived assets are located in the United States.~~ Since the Company operates in ~~one~~1 operating segment, all required financial segment information can be found in the condensed consolidated financial statements.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

13. Litigation

From time to time, GSHD may be involved in various legal proceedings, lawsuits and claims incidental to the conduct of the Company's business. The 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.

1921

Item 2: Management’s discussion and analysis of financial condition and results of operations

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Form 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk factors” and elsewhere in this report and in the Annual Report on Form 10-K.

We are a rapidly growing personal lines independent insurance agency, reinventing the traditional approach to distributing personal lines products and services throughout the United States. We were founded with one vision in mind—to provide consumers with superior insurance coverage at the best available price and in a timely manner. By leveraging our differentiated business model and innovative technology platform, we are able to deliver to consumers a superior insurance experience. Our management team continues to own approximately 48% of the company, representing our commitment to the long-term success of the Company.

Financial Highlights for the ~~First~~Second Quarter of 2022:

•Total revenue increased ~~32%~~39% from the ~~first~~second quarter of 2021 to ~~$41.3~~$53.0 million

•Core Revenue* increased by ~~37%~~39% from ~~first~~second quarter of 2021 to ~~$36.5~~$48.1 million

•Total Written Premiums placed increased ~~41%~~42% from the prior-year period to ~~$450.9~~$566.0 million

•Net ~~loss increased~~income decreased by ~~$4.3~~$0.7 million from the ~~first~~second quarter of 2021 to ~~of $5.4~~$2.4 million, or ~~(13)%~~5% of total revenues

•Adjusted EBITDA* ~~decreased 41%~~increased 85% from the ~~first~~second quarter of 2021 to ~~$1.3~~$12.5 million, or 3%24% of total ~~revenues.~~revenues

•Basic and diluted ~~loss~~earnings per share were ~~$(0.11),~~$0.02 and $0.02, respectively, and Adjusted EPS* was ~~$0.04~~$0.16 per share for the three months ended ~~March 31,~~June 30, 2022

•Policies in Force increased ~~39%~~35% from ~~March 31,~~June 30, 2021 to ~~1,097,000~~1,181,000 at ~~March 31,~~June 30, 2022

•Corporate sales headcount increased ~~35%~~11% from ~~March 31,~~June 30, 2021 to ~~490~~503 at ~~March 31,~~June 30, 2022

◦As of ~~March 31,~~June 30, 2022, ~~297~~312 of these Corporate sales agents had less than one year of tenure and ~~193~~191 had greater than one year of tenure

•Total franchises increased ~~41%~~30% compared to the ~~prior year~~prior-year period to ~~2,298;~~2,341; total operating franchises increased ~~28%~~25% from ~~March 31,~~June 30, 2021 to ~~1,268~~1,344 at ~~March 31,~~June 30, 2022

◦In Texas as of ~~March 31,~~June 30, 2022, 6267 operating Franchisees had less than one year of tenure and ~~224~~231 operating Franchisees had greater than one year of tenure.

◦Outside of Texas as of ~~March 31,~~June 30, 2022, ~~321~~354 operating Franchisees had less than one year of tenure and ~~661~~692 had greater than one year of tenure.

*Core Revenue, Adjusted EBITDA and Adjusted EPS are non-GAAP measures. Reconciliation of Core Revenue to total revenue, Adjusted EBITDA to net income and Adjusted EPS to EPS, the most directly comparable financial measures presented in accordance with GAAP, are set forth under "Key performance indicators".

COVID-19

~~Given~~For over two years, the COVID-19 pandemic has impacted businesses in the U.S. and globally. Our business has remained resilient throughout the pandemic and demand for our services remains strong. However, uncertainty remains regarding the economic outlook and the ultimate duration, spread and severity of COVID-19, and its variant strains, the availability, effectiveness and utilization of vaccines, and the adverse effects on the national and global economy, home sales and consumer ~~spending,~~spending. As a result, the related financial impact on our business cannot be accurately predicted at this time. We continue to monitor the rapidly evolving situation and guidance from the

authorities, including federal, state and local public health officials and as a result may take additional actions. While we intend to continue to execute on our strategic plans and operational initiatives during the outbreak, in these circumstances, there may be developments outside our control requiring us to adjust our operating plan. The pandemic has also contributed to inflationary pressures and supply chain disruptions, and these challenges could persist if governments continue to impose lockdowns, quarantine requirements and other restrictions in order to control rates of COVID-19 infections. For example, increased inflation may result in decreased demand for our services, increases in our operating costs (including our compensation costs), reduced liquidity, and limits on our ability to access credit or otherwise raise capital. See Item 1A. Risk factors - Risk relating to our business—The ongoing global COVID-19 pandemic has negatively impacted the global economy in a

significant manner and may continue to do so for an extended period of time, and could also materially adversely affect our business and operating results in the Annual Report on Form 10-K for more information.

Certain income statement line items

Revenues

For the three months ended ~~March 31,~~June 30, 2022, revenue increased by ~~32%~~39% to ~~$41.3~~$53.0 million from ~~$31.2~~$38.2 million for the three months ended ~~March 31,~~June 30, 2021. For the six months ended June 30, 2022, revenue increased by 36% to $94.3 million from $69.4 million for the six months ended June 30, 2021. Total Written Premium growth, which is the best leading indicator of future revenue growth, was ~~41%~~42% for the three months ended ~~March 31,~~June 30, 2022. Total Written Premium increased to ~~$451~~$566 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$319~~$399 million for the three months ended ~~March 31,~~June 30, 2021. Total written premium increased by 42% to $1.017 billion for the six months ended June 30, 2022 from $718 million for the six months ended June 30, 2021. Total Written Premiums drive our current and future Core Revenue and gives us potential opportunities to earn Ancillary Revenue in the form of Contingent Commissions.

Our various revenue streams do not equally contribute to the long-term value of Goosehead. For instance, Renewal Revenue and Renewal Royalty Fees are more predictable and have higher margin profiles, thus are higher quality revenue streams for the Company. Alternatively, Contingent Commissions, while high margin, are unpredictable and dependent on insurance company underwriting and forces of nature and thus are lower quality revenue for the Company. Our revenue streams can be viewed in three distinct categories: Core Revenue, Cost Recovery Revenue, and Ancillary Revenue, which are non-GAAP measures. A reconciliation of Core Revenue, Cost Recovery Revenue, and Ancillary Revenue to total revenue, the most directly comparable financial measures presented in accordance with GAAP, are set forth under "Key performance indicators".

Core Revenue:

•Renewal Commissions - highly predictable, higher-margin revenue stream, which is managed by our service team.

•Renewal Royalty Fees - highly predictable, higher-margin revenue stream, which is managed by our service team. For policies in their first renewal term, we see an increase in our share of royalties from 20% to 50% on the commission paid by the Carriers.

•New Business Commissions - predictable based on agent headcount and consistent ramp-up of agents, but lower margin than Renewal Commissions because of higher commissions paid to agents and higher back-office costs associated with policies in their first term. This revenue stream has predictably converted into higher-margin Renewal Commissions historically, and we expect this to continue moving forward.

•New Business Royalty Fees - predictable based on franchise count and consistent ramp-up of franchises, but lower margin than Renewal Royalty Fees because the Company only receives a royalty fee of 20% on the commissions paid by the Carrier in the first term of every policy and higher back-office costs associated with policies in their first term. This revenue stream has predictably converted into higher-margin Renewal Royalty Fees historically, and we expect this to continue moving forward.

•Agency Fees - although predictable based on agent count, Agency Fees do not renew like New Business Commissions and Renewal Commissions.

Cost Recovery Revenue:

•Initial Franchise Fees - one-time Cost Recovery Revenue stream per franchise unit that covers the Company's costs to recruit, train, onboard, and support the franchise for the first year. These fees are fully earned and non-refundable when a franchise attends our initial training.

•Interest Income - like Initial Franchise Fees, interest income is a Cost Recovery Revenue stream that reimburses the Company for those franchises on a payment plan.

Ancillary Revenue:

•Contingent Commissions - although high margin, Contingent Commissions are unpredictable and susceptible to weather events and Carrier underwriting results. Management does not rely on Contingent Commissions for operating cash flow or budget planning.

•Other ~~Income~~Franchise Revenues - book transfer fees, marketing investments from Carriers and other items that are unpredictable and supplemental to other revenue streams.

We discuss below the breakdown of our revenue by stream:


		Three Months Ended March 31,				Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)	(in thousands)		2022	2021			(in thousands)		2022				2021			2022			2021
Core Revenue:	Core Revenue:											Core Revenue:
Renewal Commissions(1)	Renewal Commissions(1)			$10,207	25	%		$7,757		25	%	Renewal Commissions(1)	$14,541	27	%	$10,310	27	%	$24,748	26	%	$18,067	26	%
Renewal Royalty Fees(2)	Renewal Royalty Fees(2)			14,002	34	%		8,746		28	%	Renewal Royalty Fees(2)	18,870	36	%	11,670	31	%	32,872	35	%	20,416	29	%
New Business Commissions(1)	New Business Commissions(1)			5,367	13	%		4,616		15	%	New Business Commissions(1)	6,730	13	%	5,944	16	%	12,097	13	%	10,560	15	%
New Business Royalty Fees(2)	New Business Royalty Fees(2)			4,292	10	%		3,157		10	%	New Business Royalty Fees(2)	4,821	9	%	3,680	10	%	9,113	10	%	6,837	10	%
Agency Fees(1)	Agency Fees(1)			2,637	6	%		2,424		8	%	Agency Fees(1)	3,114	6	%	3,105	8	%	5,751	6	%	5,529	8	%
Total Core Revenue	Total Core Revenue			36,505	88	%		26,700		86	%	Total Core Revenue	48,076	91	%	34,709	91	%	84,581	90	%	61,409	88	%
Cost Recovery Revenue:	Cost Recovery Revenue:											Cost Recovery Revenue:
Initial Franchise Fees(2)	Initial Franchise Fees(2)			2,296	6	%		1,432		5	%	Initial Franchise Fees(2)	2,591	5	%	1,458	4	%	4,887	5	%	2,890	4	%
Interest Income	Interest Income			319	1	%		261		1	%	Interest Income	330	1	%	279	1	%	649	1	%	540	1	%
Total Cost Recovery Revenue	Total Cost Recovery Revenue			2,615	6	%		1,693		5	%	Total Cost Recovery Revenue	2,921	6	%	1,737	5	%	5,536	6	%	3,430	5	%
Ancillary Revenue:	Ancillary Revenue:											Ancillary Revenue:
Contingent Commissions(1)	Contingent Commissions(1)			1,798	4	%		2,737		9	%	Contingent Commissions(1)	1,880	4	%	1,694	4	%	3,678	4	%	4,431	6	%
Other Income(2)				360	1	%		98		—	%
Other Franchise Revenues(2)												Other Franchise Revenues(2)	145	—	%	33	—	%	505	1	%	131	—	%
Total Ancillary Revenue	Total Ancillary Revenue			2,158	5	%		2,835		9	%	Total Ancillary Revenue	2,025	4	%	1,727	5	%	4,183	4	%	4,562	7	%
Total Revenues	Total Revenues			$41,278	100	%		$31,228		100	%	Total Revenues	$53,022	100	%	$38,173	100	%	$94,300	100	%	$69,401	100	%

(1) Renewal Commissions, New Business Commissions, Agency Fees, and Contingent Commissions are included in "Commissions and agency fees" as shown on the ~~Consolidated~~Condensed consolidated statements of operations.

(2) Renewal Royalty Fees, New Business Royalty Fees, Initial Franchise Fees, and Other ~~Income~~Franchise Revenues are included in "Franchise revenues" as shown on the ~~Consolidated~~Condensed consolidated statements of operations.

2224

Consolidated results of operations

The following is a discussion of our consolidated results of operations for each of the three and six months ended ~~March 31,~~June 30, 2022 and 2021. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.

The following table summarizes our results of operations for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands):


		Three Months Ended March 31,						Three Months Ended June 30,										Six Months Ended June 30,
			2022			2021						2022				2021					2022				2021
Revenues:	Revenues:												Revenues:
Commissions and agency fees	Commissions and agency fees			$	20,009	48	%		$	17,534	56	%	Commissions and agency fees	$	26,265	50	%		$	21,053	55	%	$	46,274	49	%	$	38,587	56	%
Franchise revenues	Franchise revenues			20,950		51	%		13,433		43	%	Franchise revenues	26,427		50	%		16,841		44	%	47,377		50	%	30,274		44	%
Interest income	Interest income			319		1	%		261		1	%	Interest income	330		1	%		279		1	%	649		1	%	540		1	%
Total revenues	Total revenues			41,278		100	%		31,228		100	%	Total revenues	53,022		100	%		38,173		100	%	94,300		100	%	69,401		100	%
Operating Expenses:	Operating Expenses:												Operating Expenses:
Employee compensation and benefits	Employee compensation and benefits			31,484		66	%		21,309		67	%	Employee compensation and benefits	31,659		67	%		22,475		65	%	63,143		67	%	43,784		66	%
General and administrative expenses	General and administrative expenses			13,524		29	%		9,274		30	%	General and administrative expenses	12,378		26	%		10,134		29	%	25,902		27	%	19,408		30	%
Bad debts	Bad debts			796		2	%		447		1	%	Bad debts	1,660		4	%		646		2	%	2,456		3	%	1,093		2	%
Depreciation and amortization	Depreciation and amortization			1,576		3	%		1,000		3	%	Depreciation and amortization	1,658		4	%		1,132		3	%	3,234		3	%	2,132		3	%
Total operating expenses	Total operating expenses			47,380		100	%		32,030		100	%	Total operating expenses	47,355		100	%		34,387		100	%	94,735		100	%	66,417		100	%
Loss from operations	Loss from operations			(6,102)					(802)				Loss from operations	5,667					3,786				(435)				2,984
Other Income (Expense):	Other Income (Expense):												Other Income (Expense):
Other income	Other income			—					20				Other income	—					119				—				139
Interest expense	Interest expense			(883)					(601)				Interest expense	(1,114)					(546)				(1,997)				(1,147)
Loss before taxes	Loss before taxes			(6,985)					(1,383)				Loss before taxes	4,553					3,359				(2,432)				1,976
Tax benefit	Tax benefit			(1,602)					(294)				Tax benefit	2,164					223				562				(71)
Loss Income				(5,383)					(1,089)
Net Income (loss)													Net Income (loss)	2,389					3,136				(2,994)				2,047
Less: net loss attributable to non-controlling interests	Less: net loss attributable to non-controlling interests			(3,126)					(693)				Less: net loss attributable to non-controlling interests	2,047					1,649				(1,050)				956
Net loss attributable to Goosehead Insurance Inc.	Net loss attributable to Goosehead Insurance Inc.			$	(2,257)				$	(396)			Net loss attributable to Goosehead Insurance Inc.	$	342				$	1,487			$	(1,944)			$	1,091

Revenues

For the three months ended ~~March 31,~~June 30, 2022 revenue increased ~~32%~~39% to ~~$41.3~~$53.0 million from ~~$31.2~~$38.2 million for the three months ended ~~March 31,~~June 30, 2021. For the six months ended June 30, 2022 revenue increased 36% to $94.3 million from $69.4 million for the six months ended June 30, 2021.

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Commissions and agency fees

Commissions and agency fees consist of new business commissions, renewal commissions, agency fees, and contingent commissions.

The following table sets forth our commissions and agency fees by amount and as a percentage of our revenues for the periods indicated (in thousands):


		Three Months Ended March 31,					Three Months Ended June 30,									Six Months Ended June 30,
			2022	2021						2022				2021				2022				2021
Core Revenue:	Core Revenue:												Core Revenue:
Renewal Commissions	Renewal Commissions			10,207		51	%	7,757			44	%	Renewal Commissions	14,541		54	%	10,310		49	%	24,748		53	%	18,067		47	%
New Business Commissions	New Business Commissions			5,367		27	%	4,616			26	%	New Business Commissions	6,730		26	%	5,944		28	%	12,097		26	%	10,560		27	%
Agency Fees	Agency Fees			2,637		13	%	2,424			14	%	Agency Fees	3,114		12	%	3,105		15	%	5,751		12	%	5,529		14	%
Total Core Revenue:	Total Core Revenue:			18,211		91	%	14,797			84	%	Total Core Revenue:	24,385		93	%	19,359		92	%	42,596		92	%	34,156		89	%
Ancillary Revenue:	Ancillary Revenue:												Ancillary Revenue:
Contingent Commissions	Contingent Commissions			1,798		9	%	2,737			16	%	Contingent Commissions	1,880		7	%	1,694		8	%	3,678		8	%	4,431		11	%
Commissions and agency fees	Commissions and agency fees			$	20,009	100	%	$	17,534		100	%	Commissions and agency fees	$	26,265	100	%	$	21,053	100	%	$	46,274	100	%	$	38,587	100	%

Renewal Commissions increased by ~~$2.5~~$4.2 million or ~~32%~~41%, to ~~$10.2~~$14.5 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$7.8~~$10.3 million for the three months ended ~~March 31,~~June 30, 2021. Renewal Commissions increased by $6.7 million or 37%, to $24.7 million for the six months ended June 30, 2022 from $18.1 million for the six months ended June 30, 2021. This increase was primarily attributable to an increase in the number of policies in the renewal term from ~~March 31,~~June 30, 2021 to ~~March 31,~~June 30, 2022 plus ~~an increase in~~steady client retention toof 89% as of ~~March 31,~~June 30, 2022 ~~from 88% as of March 31,~~and June 30, 2021.

New Business Commission increased by $0.8 million or ~~16%~~13%, to ~~$5.4~~$6.7 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$4.6~~$5.9 million for the three months ended ~~March 31,~~June 30, 2021. New Business Commission increased by $1.5 million or 15%, to $12.1 million for the six months ended June 30, 2022 from $10.6 million for the six months ended June 30, 2021. Revenue from Agency Fees were flat at $3.1 million for the three months ended June 30, 2022 and the three months ended June 30, 2021. Revenue from Agency Fees increased by $0.2 million or 9%4%, to ~~$2.6~~$5.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 from ~~$2.4~~$5.5 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. These increases were primarily attributable to a ~~35%~~11% increase in total sales agent head count to ~~490~~503 at ~~March 31,~~June 30, 2022, from ~~363~~452 at ~~March 31,~~June 30, 2021.

Revenue from Contingent Commissions ~~decreased~~increased by ~~$0.9~~$0.2 million, to ~~$1.8~~$1.9 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$2.7~~$1.7 million for the three months ended ~~March 31,~~June 30, 2021. ~~During the first quarter of each year, the actual Contingent Commissions received is reconciled to the amount receivable as of year end. This change in~~ Revenue from Contingent Commissions ~~was primarily attributable~~decreased by $0.8 million, to ~~decreases in~~$3.7 million for the ~~amount recorded~~six months ended June 30, 2022 from $4.4 million for the six months ended June 30, 2021. The primary reason for the increase during the ~~quarter related to this reconciliation.~~three months ended June 30, 2022 was an increase in total written premium on growth based contingency plans.

Franchise revenues

Franchise Revenues consist of Royalty Fees, Initial Franchise Fees, and Other Franchise Revenues.

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The following table sets forth our franchise revenues by amount and as a percentage of our revenues for the periods indicated (in thousands):


		Three Months Ended March 31,					Three Months Ended June 30,									Six Months Ended June 30,
			2022	2021						2022				2021				2022				2021
Core Revenues:	Core Revenues:												Core Revenues:
Renewal Royalty Fees	Renewal Royalty Fees			14,002		67	%	8,746			65	%	Renewal Royalty Fees	18,870		71	%	11,670		69	%	32,872		69	%	20,416		67	%
New Business Royalty Fees	New Business Royalty Fees			4,292		20	%	3,157			24	%	New Business Royalty Fees	4,821		18	%	3,680		22	%	9,113		19	%	6,837		23	%
Total Core Revenues:	Total Core Revenues:			18,294		87	%	11,903			89	%	Total Core Revenues:	23,691		90	%	15,350		91	%	41,985		89	%	27,253		90	%
Cost Recovery Revenues:	Cost Recovery Revenues:												Cost Recovery Revenues:
Initial Franchise Fees	Initial Franchise Fees			2,296		11	%	1,432			11	%	Initial Franchise Fees	2,591		10	%	1,458		9	%	4,887		10	%	2,890		10	%
Ancillary Revenues:	Ancillary Revenues:												Ancillary Revenues:
Other Franchise Revenues	Other Franchise Revenues			360		3	%	98			1	%	Other Franchise Revenues	145		1	%	33		—	%	505		2	%	131		—	%
Franchise revenues	Franchise revenues			$	20,950	100	%	$	13,433		100	%	Franchise revenues	$	26,427	100	%	$	16,841	100	%	$	47,377	100	%	$	30,274	100	%

Revenue from Renewal Royalty Fees increased by ~~$5.3~~$7.2 million, or ~~60%~~62%, to ~~$14.0~~$18.9 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$8.7~~$11.7 million for the three months ended ~~March 31,~~June 30, 2021. Revenue from Renewal Royalty Fees increased by $12.5 million, or 61%, to $32.9 million for the six months ended June 30, 2022 from $20.4 million for the six months ended June 30, 2021. The increase in revenue from Renewal Royalty Fees was primarily attributable to an increase in the number of policies in the renewal term and ~~an increase in~~steady client retention toat 89% as of ~~March 31,~~June 30, 2022 ~~from 88% as of March 31,~~and June 30, 2021.

Revenue from New Business Royalty Fees increased by $1.1 million, or ~~36%~~31%, to ~~$4.3~~$4.8 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$3.2~~$3.7 million for the three months ended ~~March 31,~~June 30, 2021. Revenue from New Business Royalty Fees increased by $2.3 million, or 33%, to $9.1 million for the six months ended June 30, 2022 from $6.8 million for the six months ended June 30, 2021. The increase in revenue from New Business Royalty Fees was primarily attributable to a ~~28%~~25% increase in the total number of operating franchises to ~~1,268~~1,344 at ~~March 31,~~June 30, 2022, from ~~987~~1,072 at ~~March 31,~~June 30, 2021.

Revenue from Initial Franchise Fees increased by ~~$0.9~~$1.1 million, or ~~60%~~69%, to ~~$2.3~~$2.6 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$1.4~~$1.5 million for the three months ended ~~March 31,~~June 30, 2021. Revenue from Initial Franchise Fees increased by $2.0 million, or 69%, to $4.9 million for the six months ended June 30, 2022 from $2.9 million for the six months ended June 30, 2021. The primary reason for this increase is an increase of ~~41%~~30% in total franchises to ~~2,298~~2,341 at ~~March 31,~~June 30, 2022, from ~~1,628~~1,801 at ~~March 31, 2021.~~June 30, 2021 and higher turnover of franchises during the quarter, which accelerates recognition of Initial Franchise Fees for terminated franchises.

Interest income

Interest income increased by ~~$58 thousand,~~$0.1 million, or ~~22%~~18%, to ~~$319 thousand~~$0.3 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$261 thousand~~$0.3 million for the three months ended ~~March 31,~~June 30, 2021. Interest income increased by $0.1 million, or 20%, to $0.6 million for the six months ended June 30, 2022 from $0.5 million for the six months ended June 30, 2021. This increase was primarily attributable to additional Franchise Agreements signed under the payment plan option.

Expenses

Employee compensation and benefits

Employee compensation and benefits expenses increased by ~~$10.2~~$9.2 million, or ~~48%~~41%, to ~~$31.5~~$31.7 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$21.3~~$22.5 million for the three months ended ~~March 31,~~June 30, 2021. Employee compensation and benefits expenses increased by $19.4 million, or 44%, to $63.1 million for the six months ended June 30, 2022 from $43.8 million for the six months ended June 30, 2021. The increase is caused by a ~~28%~~25% increase in total headcount from 2021 to 2022, as well as an increase in ~~equity based~~equity-based compensation of ~~198%.~~189% related to stock option awards during the year.

General and administrative expenses

General and administrative expenses increased by ~~$4.3~~$2.2 million, or ~~46%~~22%, to ~~$13.5~~$12.4 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$9.3~~$10.1 million for the three months ended ~~March 31,~~June 30, 2021. General and administrative expenses

increased by $6.5 million, or 33%, to $25.9 million for the six months ended June 30, 2022 from $19.4 million for the six months ended June 30, 2021. This increase was primarily attributable to higher costs associated with an increase in operating franchises, total employees, addition of ~~five~~four new corporate office locations, and investments made in technology. Additionally, the Company hosted its annual Ascend meeting in February 2022, which did not take place in 2021 due to COVID.

Bad debts

Bad debts increased by ~~$0.3~~$1.0 million, or ~~78%~~157%, to ~~$0.8~~$1.7 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$0.4~~$0.6 million for the three months ended ~~March 31,~~June 30, 2021. Bad debts increased by $1.4 million, or 125%, to $2.5 million for the six months ended June 30, 2022 from $1.1 million for the six months ended June 30, 2021. The increase in bad debts is attributable to an increase in total franchises ~~and~~combined with higher franchise turnover during the year, plus an increase in revenue from Agency fees during the three and six months ended ~~March 31,~~June 30, 2022 from the three and six months ended ~~March 31,~~June 30, 2021.

Depreciation and amortization

Depreciation and amortization increased by ~~$0.6~~$0.5 million, or ~~58%~~46%, to ~~$1.6~~$1.7 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$1.0~~$1.1 million for the three months ended ~~March 31,~~June 30, 2021. Depreciation and amortization increased by $1.1 million, or 52%, to $3.2 million for the six months ended June 30, 2022 from $2.1 million for the six months ended June 30, 2021. This increase was primarily attributable to the increase in fixed assets since ~~March 31,~~June 30, 2021, including the opening of ~~five~~four additional corporate sales offices, expansion of existing corporate offices and ~~hardware~~computer equipment for additional employees hired.

Interest expense

Interest expenses increased by ~~$0.3 million for the three months ended March 31, 2022, to $0.9 million from~~ $0.6 million for the three months ended ~~March 31,~~June 30, 2022, to $1.1 million from $0.5 million for the three months ended June 30, 2021. Interest expenses increased by $0.9 million for the six months ended June 30, 2022, to $2.0 million from $1.1 million for the six months ended June 30, 2021. The primary driver of the increase in interest expense is the increase in total borrowing outstanding.

Key performance indicators

Our key operating metrics are discussed below:

Total Written Premium

Total Written Premium represents for any reported period, the total amount of current (non-cancelled) gross premium that is placed with Goosehead’s portfolio of Carriers. Total Written Premium placed is an appropriate measure of operating performance because it reflects growth of our business relative to other insurance agencies.

The following tables show Total Written Premium placed by corporate agents and franchisees for the three and six months ended and 2022 and 2021 (in thousands).


		Three Months Ended March 31,				% Change			Three Months Ended June 30,				% Change
		2022		2021					2022		2021
Corporate sales Total Written Premium	Corporate sales Total Written Premium	$	110,395	$	88,946	24	%	Corporate sales Total Written Premium	$	146,844	$	112,457	31	%
Franchise sales Total Written Premium	Franchise sales Total Written Premium	340,516		229,949		48	%	Franchise sales Total Written Premium	419,117		286,464		46	%
Total Written Premium	Total Written Premium	$	450,911	$	318,895	41	%	Total Written Premium	$	565,961	$	398,921	42	%


	Six Months Ended June 30,				% Change
	2022		2021
Corporate sales Total Written Premium	$	257,239	$	201,403	28	%
Franchise sales Total Written Premium	759,634		516,412		47	%
Total Written Premium	$	1,016,873	$	717,815	42	%

Policies in Force

Policies in Force means as of any reported date, the total count of current (non-cancelled) policies placed with Goosehead’s portfolio of Carriers. We believe that Policies in Force is an appropriate measure of operating performance because it reflects growth of our business relative to other insurance agencies.

As of ~~March 31,~~June 30, 2022, we had ~~1,097,000~~1,181,000 in Policies in Force compared to 1,011,000 as of December 31, 2021 and ~~788,000~~872,000 as of ~~March 31,~~June 30, 2021, representing a 9%17% and ~~39%~~35% increase, respectively.

NPS

Net Promoter Score (NPS) is calculated based on a single question: “How likely are you to refer Goosehead Insurance to a friend, family member or colleague?” Clients that respond with a 6 or below are Detractors, a

score of 7 or 8 are called Passives, and a 9 or 10 are Promoters. NPS is calculated by subtracting the percentage of Detractors from the percentage of Promoters. For example, if 50% of respondents were Promoters and 10% were Detractors, NPS is a 40. NPS is a useful gauge of the loyalty of client relationships and can be compared across companies and industries.

NPS ~~has remained steady at 91~~decreased modestly to 90 as of ~~March 31,~~June 30, 2022, from 92 as of June 30, 2021 due to the service team’s continued focus on delivering highly differentiated service levels.

Client retention

Client Retention is calculated by comparing the number of all clients that had at least one policy in force twelve months prior to the date of measurement and still have at least one policy in force at the date of measurement. We believe Client Retention is useful as a measure of how well Goosehead retains clients year-over-year and minimizes defections.

Client Retention remained constant at 89% at ~~March 31,~~June 30, 2022 when compared to December 31, 2021, again driven by the service team’s continued focus on delivering highly differentiated service levels. For the trailing twelve months ended ~~March 31,~~June 30, 2022, we retained ~~94%~~95% of the premiums we distributed in the trailing twelve months ended ~~March 31,~~June 30, 2021, which increased modestly from the 93% premium retention at December 31, 2021. Our premium retention rate is higher than our Client Retention rate as a result of both premiums increasing year over year and additional coverages sold by our sales and service teams.

New Business Revenue

New Business Revenue is commissions received from the Carrier, Agency Fees received from clients, and New Business Royalty Fees relating to policies in their first term.

For the three months ended ~~March 31,~~June 30, 2022, New Business Revenue grew ~~21%~~15% to ~~$12.3~~$14.7 million, from ~~$10.2~~$12.7 million for the three months ended ~~March 31,~~June 30, 2021. For the six months ended June 30, 2022, New Business Revenue grew 18% to $27.0 million, from $22.9 million for the six months ended June 30, 2021. Growth in New Business Revenue is driven by an increase in Corporate sales agent headcount of ~~35%~~11% and growth in operating franchises of ~~28%~~25%.

Renewal Revenue

Renewal Revenue is commissions received from the Carrier and Renewal Royalty Fees received after the first term of a policy.

For the three months ended ~~March 31,~~June 30, 2022, Renewal Revenue grew ~~47%~~52% to ~~$24.2~~$33.4 million, from ~~$16.5~~$22.0 million for the three months ended ~~March 31,~~June 30, 2021. For the six months ended June 30, 2022, Renewal Revenue grew 50% to $57.6 million, from $38.5 million for the six months ended June 30, 2021. Growth in Renewal Revenue was driven by Client Retention of 89% at ~~March 31,~~June 30, 2022. As our agent force matures, the policies they wrote in prior years begins to convert from New Business Revenue to more profitable Renewal Revenue.

Non-GAAP Measures

Core Revenue, Cost Recovery Revenue, Ancillary Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS are not measures of financial performance under GAAP and should not be considered substitutes for total revenue (with respect to Core Revenue, Cost Recovery Revenue and Ancillary Revenue), net income (with respect to Adjusted EBITDA and Adjusted EBITDA Margin) or earnings per share (with respect to Adjusted EPS), which we consider to be the most directly comparable GAAP measures. We refer to these measures as "non-GAAP financial measures." We consider these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax position, depreciation, amortization and certain other items that we

believe are not representative of our core business. Core Revenue, Cost Recovery Revenue, Ancillary Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS have limitations as analytical tools, and when assessing our operating performance, you should not consider Core Revenue, Cost Recovery Revenue, Ancillary Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, or Adjusted EPS in isolation or as substitutes for total revenue, net income, earnings per share, as applicable, or other consolidated income statement data prepared in accordance with GAAP. Other companies may calculate Core Revenue, Cost Recovery Revenue, Ancillary Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS differently than we do, limiting their usefulness as comparative measures.

Core Revenue

Core Revenue is a supplemental measure of our performance and includes Renewal Commissions, Renewal Royalty Fees, New Business Commissions, New Business Royalty Fees, and Agency Fees. We believe that Core Revenue is an appropriate measure of operating performance because it summarizes all of our revenues from sales of individual insurance policies.

Core Revenue increased by ~~$9.8~~$13.4 million, or ~~37%~~39%, to ~~$36.5~~$48.1 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$26.7~~$34.7 million for the three months ended ~~March 31,~~June 30, 2021. Core Revenue increased by $23.2 million, or 38%, to $84.6 million for the six months ended June 30, 2022 from $61.4 million for the six months ended June 30, 2021. The primary drivers of the increase are increases in operating franchises, corporate agent sales headcount, the number of policies in the renewal term from ~~March 31,~~June 30, 2021 to ~~March 31,~~June 30, 2022, plus ~~an increase in~~continued strong client retention toof 89% as of ~~March 31,~~June 30, 2022 ~~from 88% as of March 31,~~and 2021.

Cost Recovery Revenue

Cost Recovery Revenue is a supplemental measure of our performance and includes Initial Franchise Fees and Interest Income. We believe that Cost Recovery Revenue is an appropriate measure of operating performance because it summarizes revenues that are viewed by management as cost recovery mechanisms.

Cost Recovery Revenue increased by ~~$0.9~~$1.2 million, or ~~54%~~68%, to ~~$2.6~~$2.9 million for the three months ended ~~March 31,~~June 30, 2022 from $1.7 million for the three months ended ~~March 31,~~June 30, 2021. Cost Recovery Revenue increased by $2.1 million, or 61%, to $5.5 million for the six months ended June 30, 2022 from $3.4 million for the six months ended June 30, 2021. The primary driver of the increase is an increase in total franchises from ~~March 31,~~June 30, 2021 to ~~March 31,~~June 30, 2022.

Ancillary Revenue

Ancillary Revenue is a supplemental measure of our performance and includes Contingent Commissions and Other ~~Income.~~Franchise Revenues. We believe that Ancillary Revenue is an appropriate measure of operating performance because it summarizes revenues that are ancillary to our core business.

Ancillary Revenue ~~decreased~~increased by ~~$0.7~~$0.3 million to ~~$2.2~~$2.0 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$2.8~~$1.7 million for the three months ended ~~March 31,~~June 30, 2021. ~~During~~Ancillary Revenue decreased by $0.4 million to $4.2 million for the ~~first quarter of each year,~~six months ended June 30, 2022 from $4.6 million for the actual Contingent Commissions received is reconciled to the amount receivable as of year end. This change in Revenue from Contingent Commissions was primarily attributable to decreases in the amount recorded during the quarter related to this reconciliation.six months ended June 30, 2021.

Adjusted EBITDA

Adjusted EBITDA is a supplemental measure of our performance. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of items that do not relate to business performance. Adjusted EBITDA is defined as net income (the most directly comparable GAAP measure) before interest, income taxes, depreciation and amortization, adjusted to exclude equity-based compensation and other non-operating items, including, among other things, certain non-cash charges and certain non-recurring or non-operating gains or losses.

Adjusted EBITDA ~~decreased~~increased by ~~$0.9~~$5.7 million, or ~~(41)%~~85%, to ~~$1.3~~$12.5 million for the three months ended ~~March 31,~~June 30, 2022 from ~~$2.1~~$6.8 million for the three months ended ~~March 31,~~June 30, 2021. Adjusted EBITDA increased by $4.9 million, or 54%, to $13.8 million for the six months ended June 30, 2022 from $8.9 million for the six months ended June 30, 2021. The primary driver of the increase in Adjusted EBITDA during the quarter is growing Core Revenue combined with slower growth in Employee Compensation and Benefits and General and Administrative expenses. The decrease in Adjusted EBITDA isfor the year-to-date period are increases in General and Administrative expenses driven by the ~~Ascend~~Company's annual meeting and by increases in corporate agent headcount, operating franchises, and investments in technology, as well as decreases in Ancillary Revenue.

Adjusted EBITDA Margin

Adjusted EBITDA Margin is Adjusted EBITDA as defined above, divided by total revenue excluding other non-operating items. Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.

For the three months ended ~~March 31,~~June 30, 2022, Adjusted EBITDA Margin was 3%24% compared to 7%18% for the three months ended ~~March 31,~~June 30, 2021.For the six months ended June 30, 2022, Adjusted EBITDA Margin was 15% compared to 13% for the six months ended June 30, 2021. The primary drivers of the ~~decrease~~increase in Adjusted EBITDA Margin ~~is a decrease~~are growing Core Revenue combined with slower growth in ~~revenue from Contingent Commissions~~Employee Compensation and ~~increases in~~Benefits and General and Administrative ~~expenses driven by increases in corporate agent headcount, operating franchises, and investments in technology.~~

expenses.

Adjusted EPS

Adjusted EPS is a supplemental measure of our performance, defined as earnings per share (the most directly comparable GAAP measure) before non-recurring or non-operating income and expenses. Adjusted EPS is a useful measure to management because it eliminates the impact of items that do not relate to business performance.

GAAP to Non-GAAP Reconciliations

Three Months Ended March 31,
2022 2021
Total Revenues $ 41,278 $ 31,228
Core Revenue:
Renewal Commissions(1)
$ 10,207 $ 7,757
Renewal Royalty Fees(2)
14,002 8,746
New Business Commissions(1)
5,367 4,616
New Business Royalty Fees(2)
4,292 3,157
Agency Fees(1)
2,637 2,424
Total Core Revenue 36,505 26,700
Cost Recovery Revenue:
Initial Franchise Fees(2)
2,296 1,432
Interest Income 319 261
Total Cost Recovery Revenue 2,615 1,693
Ancillary Revenue:
Contingent Commissions(1)
1,798 2,737
Other Income(2)
360 98
Total Ancillary Revenue 2,158 2,835
Total Revenues $ 41,278 $ 31,228
The following tables show a reconciliation from Total Revenues to Core Revenue, Cost Recovery Revenue, and Ancillary Revenue for the three and six months ended June 30, 2022 and 2021 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Total Revenues	$	53,022	$	38,173	$	94,300	$	69,401

Core Revenue:
Renewal Commissions(1)	$	14,541	$	10,310	$	24,748	$	18,067
Renewal Royalty Fees(2)	18,870		11,670		32,872		20,416
New Business Commissions(1)	6,730		5,944		12,097		10,560
New Business Royalty Fees(2)	4,821		3,680		9,113		6,837
Agency Fees(1)	3,114		3,105		5,751		5,529
Total Core Revenue	48,076		34,709		84,581		61,409
Cost Recovery Revenue:
Initial Franchise Fees(2)	2,591		1,458		4,887		2,890
Interest Income	330		279		649		540
Total Cost Recovery Revenue	2,921		1,737		5,536		3,430
Ancillary Revenue:
Contingent Commissions(1)	1,880		1,694		3,678		4,431
Other Franchise Revenues(2)	145		33		505		131
Total Ancillary Revenue	2,025		1,727		4,183		4,562
Total Revenues	$	53,022	$	38,173	$	94,300	$	69,401

(1) Renewal Commissions, New Business Commissions, Agency Fees, and Contingent Commissions are included in "Commissions and agency fees" as shown on the ~~Consolidated~~condensed consolidated statements of operations.

The following tables show a reconciliation from net income to Adjusted EBITDA and Adjusted EBITDA margin for the three and six months ended ~~March 31,~~June 30, 2022 and 2021 (in thousands):

Three Months Ended March 31,
2022 2021
Net Income $ (5,383) $ (1,089)
Interest expense 883 601
Depreciation and amortization 1,576 1,000
Tax (benefit) expense (1,602) (294)
Equity-based compensation 5,788 1,941
Other (income) expense — (20)
Adjusted EBITDA $ 1,262 $ 2,139
Adjusted EBITDA Margin(1)
3 % 7 %


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net Income	$	2,389		$	3,136		$	(2,994)		$	2,047
Interest expense	1,114			546			1,997			1,147
Depreciation and amortization	1,658			1,132			3,234			2,132
Tax (benefit) expense	2,164			223			562			(71)
Equity-based compensation	5,173			1,852			10,961			3,793
Other (income) expense	—			(119)			—			(139)
Adjusted EBITDA	$	12,498		$	6,770		$	13,760		$	8,909
Adjusted EBITDA Margin(1)	24		%	18		%	15		%	13		%

(1) Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Total Revenue ($~~1,262/~~12,498/$~~41,278)~~53,022), and ($~~2,139/~~6,770/$~~31,228)~~38,173) for the three months ended ~~March 31,~~June 30, 2022 and 2021, respectively. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Total Revenue ($13,760/$94,300), and ($8,909/$69,401) for the six months ended June 30, 2022 and 2021, respectively.

The following tables show a reconciliation from basic earnings per share to Adjusted EPS (non-GAAP basis) for the three and six months ended ~~March 31, 2022 (in thousands, except per share amounts).~~June 30, 2022. Note that totals may not sum due to rounding:
Three Months Ended March 31,
2022 2021
Earnings per share - basic (GAAP) $ (0.11) $ (0.02)
Add: equity-based compensation(1)
0.16 0.05
Adjusted EPS (non-GAAP) $ 0.04 $ 0.03


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Earnings per share - basic (GAAP)	$	0.02	$	0.08	$	(0.10)	$	0.06
Add: equity-based compensation(1)	0.14		0.05		0.30		0.10
Adjusted EPS (non-GAAP)	$	0.16	$	0.13	$	0.20	$	0.16

(1) Calculated as equity-based compensation divided by sum of weighted average Class A and Class B shares [$~~5.8~~5.2 million/(~~20.2~~20.5 million + ~~16.9~~16.7 million)] for the three months ended ~~March 31,~~June 30, 2022 and [$[$1.9 ~~million/ (18.4~~million/ (18.8 million + ~~18.4~~18.0 million)] for the three months ended ~~March 31,~~June 30, 2021. Calculated as equity-based compensation divided by sum of weighted average Class A and Class B shares [$11.0 million/(20.3 million + 16.8 million)] for the six months ended June 30, 2022 and [$3.8 million/ (18.6 million + 18.2 million)] for the six months ended June 30, 2021.

Liquidity and capital resources

We have managed our historical liquidity and capital requirements primarily through the receipt of revenues. Our primary cash flow activities involve: (1) generating cash flow from Commissions and Fees, which largely includes New Business Revenue, ~~(Corporate) and~~ Renewal Revenue, ~~(Corporate);~~and Agency Fees; (2) generating cash flow from Franchise Revenues operations, which largely includes Initial Franchise Fees and Royalty Fees; (3) borrowings, interest payments and repayments under our credit agreement; and (4) issuing shares of Class A common stock. As of ~~March 31,~~June 30, 2022, our cash and cash equivalents balance was ~~$21.2~~$31.1 million. We have used cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, special dividends and distributions to our owners.

Credit agreement

See "Note 7. Debt" in the condensed consolidated financial statements included herein for a discussion of the Company's credit facilities.

Comparative cash flows

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated (in thousands):


		Three Months Ended March 31,							Six Months Ended June 30,
		2022		2021		Change			2022		2021		Change
Net cash provided by (used for) operating activities		$	(5,154)	$	7,888	$	(13,042)
Net cash provided by operating activities								Net cash provided by operating activities	$	10,092	$	19,992	$	(9,900)
Net cash used for investing activities	Net cash used for investing activities	(2,491)		(2,100)		(391)		Net cash used for investing activities	(6,802)		(9,286)		2,484
Net cash used for financing activities	Net cash used for financing activities	(155)		(69)		(86)		Net cash used for financing activities	(221)		(416)		195
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	(7,800)		5,719		(13,519)		Net increase in cash and cash equivalents	3,069		10,290		(7,221)
Cash and cash equivalents, and restricted cash, beginning of period	Cash and cash equivalents, and restricted cash, beginning of period	30,479		26,236		4,243		Cash and cash equivalents, and restricted cash, beginning of period	30,479		26,236		4,243
Cash and cash equivalents, and restricted cash, end of period	Cash and cash equivalents, and restricted cash, end of period	$	22,679	$	31,955	$	(9,276)	Cash and cash equivalents, and restricted cash, end of period	$	33,548	$	36,526	$	(2,978)

Operating activities

Net cash ~~used for~~provided by operating activities was ~~$5.2~~$10.1 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 as compared to net cash provided by operating activities of ~~$7.9~~$20.0 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. This ~~decrease~~increase in net cash provided by operating activities was attributable to a decrease in cash provided from commissions and agency fees receivables of ~~$10.7~~$10.0 million as a result of the receipts of contingent commissions during the period and a decrease of ~~$1.2~~$1.1 million in ~~TRA liability,~~depreciation and ~~a $1.8 million increase in cash used from prepaid expense,~~amortization related to additional corporate locations, offset by an increase of $1.3 million in ~~receivables from franchisees.~~

prepaid expenses.

Investing activities

Net cash used for investing activities was ~~$2.5~~$6.8 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022, compared to net cash used in investing activities of ~~$2.1~~$9.3 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. This ~~increase~~decrease was driven by ~~continued~~decreased expansion of corporate offices in relation to ~~support increased hiring.~~prior years activity.

Financing activities

Net cash used for financing activities was $0.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2022 as compared to net cash used for financing activities of ~~$0.1~~$0.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2021. This ~~increase~~decrease in net cash used for financing activities was attributable to ~~repayment of the Company's term note.~~proceeds received for Class A common stock.

Future sources and uses of liquidity

Our sources of liquidity are (1) cash on hand, (2) net working capital, (3) cash flows from operations and (4) our revolving credit facility. Based on our current expectations, we believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments in the foreseeable future.

We expect that our primary liquidity needs will comprise cash to (1) provide capital to facilitate the organic growth of our business, (2) pay operating expenses, including cash compensation to our employees, (3) make payments under the tax receivable agreement, (4) pay interest and principal due on borrowings under our Credit Agreement (5) pay income taxes, and (6) when deemed advisable by our board of directors, pay dividends.

Dividend policy

There have been no material changes to our dividend policy as described in the Annual Report on Form 10-K.

Tax receivable agreement

We entered into a tax receivable agreement with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by us 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 we actually realize as a result of (i) any increase in tax basis in Goosehead Insurance, Inc.’s assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement. See "Item 13. Certain relationships and related transactions, and director independence" of the Annual Report on Form 10-K.

Holders of Goosehead Financial, LLC Units (other than Goosehead Insurance, Inc.) may, subject to certain conditions and transfer restrictions described above, redeem or exchange their LLC Units for shares of Class A

common stock of Goosehead Insurance, Inc. on a one-for-one basis. Goosehead Financial, LLC 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 for shares of Class A common stock occurs, which is expected to result in increases to the tax basis of the assets of Goosehead Financial, LLC at the time of a redemption or exchange of LLC Units. The redemptions or exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Goosehead Financial, LLC. These increases in tax basis may reduce the amount of tax that Goosehead Insurance, Inc. would otherwise be required to pay in the future. We have entered into a tax receivable agreement with the Pre-IPO LLC Members that provides for the payment by us 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 we actually realize as a result of (i) any increase in tax basis in Goosehead Insurance, Inc.’s assets resulting from (a) the purchase of LLC Units from any of the Pre-IPO LLC Members using the net proceeds from any future offering, (b) redemptions or exchanges by the Pre-IPO LLC Members of LLC Units for shares of our Class A common stock or (c) payments under the tax receivable agreement and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement. This payment obligation is an obligation of Goosehead Insurance, Inc. and not of Goosehead Financial, LLC. For purposes of the tax receivable agreement, the cash tax savings in income tax will be computed by comparing the actual income tax liability of Goosehead Insurance, Inc. (calculated with certain assumptions) to the amount of such taxes that Goosehead Insurance, Inc. would have been required to pay had there been no increase to the tax basis of the assets of Goosehead Financial, LLC as a result of the redemptions or exchanges and had Goosehead Insurance, Inc. not entered into the tax receivable agreement. Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. While the actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges, the price of shares of our Class A common stock at the time of the redemption or exchange, the extent to which such redemptions or exchanges are taxable and the

amount and timing of our income. See "Item 13. Certain relationships and related transactions, and director independence" of the Annual Report on Form 10-K. We anticipate that we will account for the effects of these increases in tax basis and associated payments under the tax receivable agreement arising from future redemptions or exchanges as follows:

•we will record an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the redemption or exchange;

•to the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, we will reduce the deferred tax asset with a valuation allowance; and

•we will record 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the tax receivable agreement and the remaining 15% of the estimated realizable tax benefit as an increase to additional paid-in capital.

All of the effects of changes in any of our estimates after the date of the redemption or exchange will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

Contractual obligations, commitments and contingencies

The following table represents our contractual obligations as of ~~March 31,~~June 30, 2022, aggregated by type (in thousands).


		Contractual obligations, commitments and contingencies											Contractual obligations, commitments and contingencies
(in thousands)	(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		(in thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases(1)	Operating leases(1)	$	66,090	$	5,190	$	16,575	$	16,955	$	27,370	Operating leases(1)	$	78,219	$	3,742	$	19,500	$	20,588	$	34,389
Debt obligations payable(2)	Debt obligations payable(2)	98,125		5,000		17,500		75,625		—		Debt obligations payable(2)	96,875		5,625		18,125		73,125		—
Interest expense(3)	Interest expense(3)	17,586		8,313		3,203		6,070		—		Interest expense(3)	26,250		3,919		3,180		19,151		—
Liabilities under the tax receivable agreement(4)	Liabilities under the tax receivable agreement(4)	103,193		—		16,353		11,864		74,976		Liabilities under the tax receivable agreement(4)	105,311		—		16,553		12,087		76,671
Total	Total	$	284,994	$	18,503	$	53,631	$	110,514	$	102,346	Total	$	306,655	$	13,286	$	57,358	$	124,951	$	111,060

(1)The Company leases its facilities under non-cancelable operating leases. In addition to monthly lease payments, the lease agreements require the Company to reimburse the lessors for its portion of operating costs each year. Rent expense was ~~$1.4~~$1.9 million and ~~$945 thousand~~$1.1 million for the three months ended ~~March 31,~~June 30, 2022 and 2021.

(2)The Company refinanced its credit facilities on July 21, 2021 in the form of a $100 million term loan, and $25 million revolving credit facility, of which $25 million was drawn as of ~~March 31,~~June 30, 2022.

(3)Interest expense includes interest payments on our outstanding debt obligations under our credit agreement. Our debt obligations have variable interest rates. We have calculated future interest obligations based on the interest rate for our debt obligations as of ~~March 31,~~June 30, 2022.

(4)See "Item 2. Management's discussion and analysis of financial condition and results of operation - Tax receivable agreement."

Off-balance sheet arrangements

We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our condensed consolidated financial statements except for those described under “Contractual obligations, commitments and contingencies” above.

Critical accounting policies

Our discussion and analysis of our consolidated financial condition and results of operations is based upon the accompanying condensed consolidated financial statements and notes thereto, which have been prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements requires us to make estimates, judgments and assumptions, which we believe to be reasonable, based on the information available. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Variances in the estimates or assumptions used to actual experience could yield materially different accounting results. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate

under the facts and circumstances. There have been no significant changes to our critical accounting policies as disclosed in the Annual Report on Form 10-K.

Recent accounting pronouncements

See "Note 2: Summary of Significant Accounting Policies—Recently Issued Accounting Pronouncements” under Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our exposure to market risks as described in "Item 7A. Quantitative and qualitative disclosure of market risks" in the Annual Report on Form 10-K.

Item 4. Controls and Procedures

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2022. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes to our internal control over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3335

PART II

Item 1. Legal Proceedings

The information required by this Item is incorporated by reference to "Part I, Item I, Note 13. Litigation" in the condensed consolidated financial statements included herein.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Subject to the terms of the amended and restated Goosehead Financial, LLC Agreement, each LLC Unit is redeemable (along with the cancellation of the corresponding share of Class B common stock) for one share of Class A common stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit 10.1			Separation Agreement, dated May 4, 2022, by and between Goosehead Insurance, Inc. and Michael C. Colby.
Exhibit 31.1			Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2			Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32			Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document
101.SCH			XBRL Schema Document
101.CAL			XBRL Calculation Linkbase Document
101.DEF			XBRL Definition Linkbase Document
101.LAB			XBRL Label Linkbase Document
101.PRE			XBRL Presentation Linkbase

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

GOOSEHEAD INSURANCE, INC.

Date:

~~April~~July 27, 2022

By:

/s/ Mark E. Jones

Mark E. Jones

Chairman and Chief Executive Officer

(Principal Executive Officer)

Date:

~~April~~July 27, 2022

By:

/s/ Mark S. Colby

Mark S. Colby

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

3537