Franklin Covey Roth Presentation

Disclaimer

2

This investor presentation (“Investor Presentation”) is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt, or other financial instruments of Franklin Covey Co. (the “Company”) or any

of the Company’s affiliates’ securities (as such term is defined under the U.S. federal securities laws). This Investor Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential investment in the Company, and for no other

purpose. The information contained herein does not purport to be all-inclusive. The data contained herein is derived from various internal and external sources. The Company assumes no obligation to update the information in this Investor Presentation. The Company does not accept

any liability whatsoever for any losses arising from the use of this Investor Presentation or reliance on the information contained herein. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting, or other advice. This Investor Presentation is being

provided for use only by the intended recipient. The information contained herein may not be reproduced or distributed in any format, in whole or in part, without the prior written consent of the Company.

The distribution of this Investor Presentation may also be restricted by law and persons into whose possession this Investor Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it is aware that the U.S. securities laws

prohibit any person who has material, nonpublic information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely

to purchase or sell such securities.

No representation or warranty (whether expressed or implied) has been made by the Company or any of its affiliates with respect to any of the matters set forth in this Investor Presentation, and the recipient disclaims any such representation or warranty. Only those particular

representations and warranties of the Company or its affiliates made in a definitive written subscription agreement, if any, regarding the matters set forth in this Investor Presentation (which will not contain any representation or warranty relating to this Investor Presentation or

information contained in or omitted from this Investor Presentation) when and if executed, and subject to such limitations and restrictions as specified therein, shall have any legal effect. At any time upon the request of the Company for any reason, recipient shall promptly deliver to the

Company or securely destroy this Investor Presentation and any other documents furnished to recipient by or on behalf of the Company without keeping any copies, in whole or in part, thereof.

Forward-Looking Statements

This Investor Presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the business of the Company may differ from their actual results

and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and

similar expressions, and the negative forms of such, are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance, including projected financial information (which is not audited or

reviewed by auditors) and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and

uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of the Company, and are difficult to predict. These factors include, but are not limited to: the Risk Factors identified in the Company’s filings

with the Securities and Exchange Commission. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to

any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.

Industry and Market Data

In this Investor Presentation, the Company relies on and refers to information and statistics regarding market shares in the sectors in which the Company competes and other industry data. The Company obtained this information and statistics from third-party sources believed to be

reliable, including reports by market research firms. The Company has supplemented this information where necessary with information from discussions with its customers and its own internal estimates, taking into account publicly available information about other industry

participants and its management’s best view as to information that is not publicly available. The Company has not independently verified the accuracy or completeness of any such third-party information.

Use of Non-GAAP Financial Measures

This Investor Presentation includes non-GAAP financial measures. Definitions of these non-GAAP measures and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included elsewhere in this presentation. The

Company believes that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends related to the Company’s financial condition and results of operations. Because these non-GAAP financial measures

are not in conformity with GAAP, we urge you to review the Company’s audited financial statements.

Additional Information About The Transaction And Where To Find It

The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for

more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at https://www.sec.gov/cgi-bin/browse-edgar?company=franklin+covey&owner=exclude&action=getcompany.

Company Overview

Executives

4

Bob Whitman

Chairman

and CEO

◼ Serves as Director, Chairman, and CEO

◼ Former President and Co-CEO of the Hampstead Group from 1992 to 2000

BACKGROUNDTITLE

Steve Young

CFO, EVP and Corporate

Secretary

◼ Joined FC in January 2001 and appointed as the CFO in November 2002

◼ Former SVP, Finance; CFO and Director, International Operations for Weider Nutrition

Sean Covey

President,

Education Division

◼ Leads the Company’s efforts in the K-12, and Higher Education markets

◼ New York Times best selling author

Paul Walker

Chief Operating Officer

and President◼ Previously served as EVP, Global Sales and Delivery until November 2017

◼ Prior to that held various senior positions at the Company’s Chicago office

Source: Company filings and company management. Note: Headcount and country count figures are as of FY’18. Sales as of FY’19

Introduction to Franklin Covey

WINNER OF NUMEROUS AWARDS FOR SUPERIOR CONTENT

FY2019

Revenue:

$225mm

140+

Countries

246

Sales

Associates

5

Franklin Covey helps clients achieve results that require change in human behavior. At scale. To accomplish this,

Franklin Covey creates and/or productizes world class content and solutions focused on increasing customer

loyalty, improving sales performance, building leaders at all levels, achieving high levels of employee

engagement and building a culture of personal and interpersonal effectiveness

The Company helps clients achieve their specific objectives by providing access to content through four scalable modalities in 21

languages through a subscription service and offering add-on implementation and coaching services

Key Investment Highlights

6

Unique competitive strengths in a large and expanding market with substantial white space for future growth

High rates of growth in Adjusted EBITDA and Cash Flow, driven by proven subscription business model, significant market opportunity, and competitive advantages to continue to drive shareholder value

Compelling financial results driven by increasingly high margin, high flow-through subscription business (All Access Pass)

World class branded content that helps clients address critical human organizational performance challenges

Aggressive sales force expansion with strong client partner ramp rate that has historically generated sustained top line growth

1

2

3

4

--

$100

$200

$300

$400

$500

$600

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Source: Company filings and FactSet as of November 15, 2019.

Over the Past 20 Years, Franklin Covey Has Created Sustainable Value

Strong Track Record of Shareholder Value Creation

1984: Franklin

Quest Founded

1992: Franklin

Quest IPO

1997: Franklin Quest

/ Covey Leadership

Center Merger

1999: Knowledge Capital

Purchases Stake in

Franklin Covey

2009-2016: Focus on content

development based on Company’s

experience overcoming hurdles

2016: Introduction of All

Access Pass and transition

to subscription based model

TIMELINE OF KEY EVENTS

7

2016: All Access Pass

launches, providing

subscription for content

2018: M&A acquisitions

to expand

product/content

offerings

2000: Bob Whitman

appointed as CEO

2008: Sold Consumer

Business Solutions Unit

Enterprise Education

FY’19 Financial

Highlights

Revenue: $174.3 million (49.2% subscription and related revenues1)

Gross Profit: $131.6 million (75.5% margin)

Adjusted EBITDA: $28 million (16.1% margin)

Revenue: $49.60 million (86.0% subscription and related revenues1)

Gross Profit: $30.6 million (61.7% margin)

Adjusted EBITDA: $2.7 million (5.5% margin)

Distribution

▪ Direct Sales Force of 190 in U.S, Canada, U.K., Germany, Austria, Switzerland,

China, Japan, Australia and New Zealand

▪ International Licensee network covering >100 countries

▪ Direct Sales Force of 56 in K-12 and higher education

▪ International Licensee Network covering >50 countries

Key

Platforms

▪ Subscription-based accessible through multiple

modalities

▪ 3 Tiers:

▪ Business Outcomes

▪ Customer loyalty, sales performance,

execution of major strategic initiatives

▪ Developing Great Leaders at Every Level

▪ Personal and Interpersonal Effectiveness

▪ Subscription-based, whole school improvement

model designed for K-12

▪ Topics include college, career, life readiness skills,

cultural transformation, personal and interpersonal

effectiveness, and academic achievement

Selected

Solutions

Key

Differentiators

▪ World Class Content: Highly engaging, principle-based, and focused on the critical 80/20 of intractable human and organizational performance challenges

▪ Breadth and Scalability of Delivery Modalities: Live instructor-led, live online, on demand, self-paced, and micro-pushed

▪ Global Capability: Reaching 140+ countries through 800+ associates / trainers, in 21 languages

▪ Renowned Thought Leadership: Publish best-selling books to create thought leadership around our solutions (i.e. – 7 Habits of Highly Effective People, 4 Disciples of

Execution, Speed of Trust, Everyone Deserves a Great Manager)

Source: Company filings and company management. 1 Also includes licensee revenues. Note: Adjusted EBITDA is a non-GAAP financial measure; please see Appendix for additional information.

Providing Industry-Leading Content, Solutions, and Services to Diverse Customer Landscape

Divisional Overviews

8

Business Outcomes:

◼ 4 Disciplines of

Execution

◼ Sales Execution

◼ Leading Customer

Loyalty

Developing Great Leaders

at Every Level:

◼ The Speed of Trust

◼ 6 Critical Practices for

Leading a team

◼ Multipliers

◼ 4 Essential Roles of

Leadership

Personal and

Interpersonal

Effectiveness:

◼ 7 Habits of Highly

Effective People

◼ 5 Choices to

Extraordinary

Productivity

◼ Leader in Me (K-8)

◼ Leader in Me (High School)

◼ The 7 Habits of Highly Effective Teams

◼ Leadership & Organizational Solutions

Continue Strong

Growth of

Subscription Sales

Continue to

Aggressively Expand

Sales Force –

Take Advantage of

Big Expansion

Opportunity

Continued Emphasis

on Client Loyalty and

Expansion

Continued Content

Expansion

▪ Creates resilient lifetime customer value

▪ Strategic and structural durability creates significant visibility and predictability

into revenue and EBITDA

▪ High margin, high recurring revenue, and generates high flow-through of

growth in revenue to growth in EBITDA and cash flow

▪ Large addressable market

▪ Very attractive unit expansion economics

▪ Cover investment on a new client partner within one year

▪ A new client partner, on average, generates $3.9 million over first 5

years

▪ Focus on performance improvement and goal / outcome oriented solutions

▪ World class content and solutions available in four modalities

▪ Awareness of solutions driven by direct sales, marketing, and best-selling

books

▪ Including creation of execution practice, sales performance practice, the

customer loyalty practice

▪ Franklin Covey’s All Access Pass achieves >90% annual revenue retention

▪ Flexible delivery modalities caters to various customer needs

▪ Global and broad distribution and reach

▪ Clients include the vast majority of both Fortune

100 and Fortune 500 companies

▪ 140+ countries

▪ 21 languages

▪ Digitalized content library

Enterprise Division – Client Partner Ramp Execution

Strategic

Initiative

Personal and

Interpersonal Skills

Leadership

Development

Technical

Skills

Franklin Covey

Online, DIY skills training

$ 200 $ 500

$ 800

$ 1,100 $ 1,300

Year 1 Year 2 Year 3 Year 4 Year 5

$m

Defined Strategy to Drive Outstanding Growth and Customer Satisfaction

Our Strategy

9

Source: Company Projections. | Notes: USD in millions, except per share data.

All Access Pass and related revenues exclude Education and represent Enterprise revenues only.

1

2

3

4

Strong Growth in Subscription and Related Sales

10

Notes: USD in millions, except per share data.1 All Access Pass and related revenues exclude Education and represent Enterprise revenues only.

Subscription revenues across the Enterprise, Education and Licensee businesses have been growing rapidly

1

In FY 2016, Franklin Covey introduced its All Access Pass Subscription Offering

11

*Enterprise Division Gross Margin - Blend between Subscription & Services

All Access Pass Creating Lifetime Customer ValueStructurally durable contracts and a sticky offering translate to health customer metrics

Acquisition Costs to initial purchase price of

less than 1:1

12

▪ Subscription revenue is growing rapidly, is sticky and is creating significant

and durable customer value

▪ Retains substantially all of the subscription and related revenue year-over-

year

▪ Proportion of customers with multi-year contracts is increasing, generating

significant backlog of deferred revenues that realize over time

The All Access Pass is Strategically and Structurally Durable

Strategic Durability Structural Durability

▪ Franklin Covey’s programs address the largest intractable performance

challenges our customers face

▪ Clients sign and pay for their subscription upfront, making the All Access

Pass structurally durable

Notes:

▪ A multi-year contract is a single contract with a duration of at least 24 months.

▪ Multiple single-year renewals are not counted as multi-year contracts.

13

AAP CLIENTS (US/CANADA) WITH MULTI-YEAR

CONTRACTS

4%

21%

32%

0%

10%

20%

30%

40%

Q4 FY'17 Q4 FY'18 Q4 FY'19

▪ The Global training industry is a $360+ billion industry

▪ North America represents approximately 45% of the Global training industry

▪ $40 billion market for outsourced content for organizational performance improvement in the U.S., and the approx. $90 billion market worldwide

▪ Competitors are both a) small single-content providers and b) largely undifferentiated solutions

▪ Franklin Covey is well positioned to gain share given unique competitive advantages and compelling subscription value proposition

Source: Training Industry1 Data does not include expenditures related to consumers’ spend for training programs (individuals taking training courses for personal or non-work related development); revenues of educational institutions (universities

and for-profit educational companies) or revenues of community colleges from students paying tuition.

Robust Market Opportunity and Competitive Advantage

Continue to Aggressively Expand Sales Force

1 2

3 4

World Class

Content /

Solutions

Accessible

Through all

Modalities

Broadest and

Deepest

Sales &

Distribution

Most

lmpactful

Thought

Leadership

$110 $112 $129 $131 $142 $150 $160 $162 $161 $167

$244 $271

$286 $292 $307

$322

$356 $359 $362 $366

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

North America Global

14

Global Spend of Training Industry1

2

Significant Global Distribution

15

Franklin Covey is taking advantage of this market opportunity by significantly growing its distribution through both Direct Offices and its International Licensee Partner network

1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)1255592_1.WOR (NY008XZU)

Direct Offices

International Licensee Partners

Not Assigned

Aggressively Growing Salesforce

16

We cover investment in a new client partner

within:1 Year

$200,000

$500,000

$800,000

$1,100,000

$1,300,000

$0

$300,000

$600,000

$900,000

$1,200,000

$1,500,000

Year 1 Year 2 Year 3 Year 4 Year 5

NUMBER OF CLIENT PARTNERS CLIENT PARTNER RAMP*

*See Client Partner ramp definition in Appendix.

120133

169180

204218 214

245

0

75

150

225

300

FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 FY'19

21 languages

Desirable delivery

modalities

Implementation

services

Coaching and

delivery services

Best solutions for

institutionalized

behavioral change

17

Digital – On-Demand:

◼ On demand digital content

Microlearning:

◼ Hour long training courses

Live – In-Person:

◼ Conference room training sessions

Live – Virtual:

◼ Video conferencing with instructor

Continued Content Expansion – High Quality Content Across Modalities

3

Unprecedented thought leaderships with industry leading research and exclusive content

Continued Emphasis on Expansion

Access to Franklin Covey’s entire collection of best-in-class content

Incredible flexibility through an almost limitless combination of delivery modalities

Accessed globally in 21 major languages

Includes an implementation specialist and a variety of add-on services to drive impact

All at a price that is equivalent to what is provided by single-modality providers

18

4

Financial Overview

Note: Adjusted EBITDA and Operating SG&A are non-GAAP financial measure; please see Appendix for additional information. Amounts may not total due to rounding.

20

FranklinCovey – Financial Summary(in millions and unaudited)

Q1FY20 Q1FY19 Chg % LTM Q1FY20 LTM Q1FY19 Chg %

Sales 58.6 53.8 4.8 8.9% 230.1 215.7 14.5 6.7%

Cost of Sales 16.6 17.0 (0.5) -2.7% 65.6 63.5 2.1 3.4%

Gross Profit 42.0 36.8 5.2 14.3% 164.6 152.2 12.4 8.1%

Gross Profit % 71.7% 68.3% 337 bps 71.5% 70.6% 93 bps

Operating SG&A 37.1 33.6 3.5 10.3% 142.2 137.8 4.4 3.2%

Operating SG&A % 63.2% 62.4% -80 bps 61.8% 63.9% 211 bps

Adjusted EBITDA 5.0 3.2 1.8 56.5% 22.4 14.4 8.0 55.1%

21

FranklinCovey – High Flow-Through of Revenue Growth(in millions and unaudited)

Note: Adjusted EBITDA and Operating SG&A are non-GAAP financial measure; please see Appendix for additional information. Amounts may not total due to rounding.

22

Enterprise Division – Financial Summary(in millions and unaudited)

Q1FY20 Q1FY19 Chg % LTM Q1FY20 LTM Q1FY19 Chg %

Sales 45.8 42.1 3.7 8.7% 174.3 163.7 10.6 6.5%

Cost of Sales 11.3 12.2 (0.9) -7.5% 42.7 42.7 0.0 0.1%

Gross Profit 34.5 29.9 4.6 15.4% 131.6 121.0 10.5 8.7%

Gross Profit % 75.3% 71.0% 433 bps 75.5% 73.9% 156 bps

Operating SG&A 26.8 24.7 2.1 8.6% 103.6 101.2 2.3 2.3%

Operating SG&A % 58.4% 58.5% 7 bps 59.4% 61.8% 241 bps

Adjusted EBITDA 7.7 5.3 2.5 47.0% 28.0 19.8 8.2 41.4%

23

Enterprise – High Flow-Through of Revenue Growth(in millions and unaudited)

Note: Adjusted EBITDA and Operating SG&A are non-GAAP financial measure; please see Appendix for additional information. Amounts may not total due to rounding.

24

Education Division – Financial Summary(in millions and unaudited)

Q1FY20 Q1FY19 Chg % LTM Q1FY20 LTM Q1FY19 Chg %

Sales 11.1 10.3 0.7 7.1% 49.6 46.4 3.2 6.8%

Cost of Sales 4.4 4.0 0.5 11.9% 19.0 16.8 2.2 12.8%

Gross Profit 6.7 6.4 0.3 4.1% 30.6 29.6 1.0 3.4%

Gross Profit % 60.1% 61.8% -172 bps 61.7% 63.8% -202 bps

Operating SG&A 7.8 6.7 1.1 16.5% 27.9 26.3 1.6 6.0%

Operating SG&A % 70.0% 64.3% -567 bps 56.3% 56.7% 42 bps

Adjusted EBITDA (1.1) (0.3) (0.8) 316.1% 2.7 3.3 (0.6) -17.4%

25

Education – High Flow-Through of Revenue Growth(in millions and unaudited)

Capital AllocationWe expected to utilize excess cash to invest in new content, accelerate sales force growth and return capital to shareholders

26

Appendix

Note: Adjusted EBITDA and Operating SG&A are non-GAAP financial measures. USD in millions, except per share data.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

28

November 30, November 30,

2019 2018

Reconciliation of net loss to Adjusted EBITDA:

Net loss (544)$ (1,357)$

Adjustments:

Interest expense, net 601 604

Income tax provision (benefit) (216) 100

Amortization 1,170 1,238

Depreciation 1,619 1,554

Stock-based compensation 1,851 946

Increase in contingent consideration liabilities 91 24

Knowledge Capital wind down costs 389 -

Licensee transition costs - 60

Adjusted EBITDA 4,961$ 3,169$

Adjusted EBITDA margin 8.5% 5.9%

Quarter Ended

Definitions

▪ “Deferred Revenue” primarily consists of billings or payments received in advance of revenue recognition from subscription services and is recognized as the

revenue recognition criteria are met. The Company generally invoices customers in annual installments upon execution of a contract. The deferred revenue

balance is influenced by several factors, including seasonality, the compounding effects of renewals, contract duration, invoice timing and contract size. When

Management refers to Deferred Revenue or the change in Deferred Revenue it is primarily referring to the subscription related portion and not the customer

deposits and other portions

▪ “Unbilled Deferred Revenue” is an operational measure that represents future billings under our non-cancelable subscription agreements that have not been

invoiced and, accordingly are not recorded in our recognized revenue or deferred revenue

▪ “Operating SG&A” is non-GAAP financial measure. It generally excludes stock-based compensation, changes to contingent earn-out liability and unusual or

one-time charges. See the Reconciliation of Net Income or Loss to Adjusted EBITDA in additional financial information

▪ “Contracted” is the sum of Invoiced Amounts plus the Change in Unbilled Deferred Revenue (not recorded on the balance sheet) and, as the term reflects

represents, the total amount of contracts with customers that were entered into during the period

▪ “Sales Flow-Through” is the year-over-year change in Adjusted EBITDA divided by the year-over-year change in sales

▪ Constant Currency: Franklin Covey presents constant currency information to provide a framework for assessing how our underlying business performed

excluding the effect of foreign currency rate fluctuations. There are several approaches that an entity can take to calculate constant currency information and

Franklin Covey’s method may not be consistent with another entity’s constant currency calculation. To calculate this measure, Franklin Covey converts the

actual monthly results of our foreign operations, including the results of our International Licenses, into $USD at the respective prior year monthly exchange

rate. The non-GAAP measure should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with

generally accepted accounting principles (GAAP)

29

Definitions

▪ “Adjusted EBITDA” (earnings before interest, income taxes, depreciation, amortization, stock-based compensation, and certain other items) is a non-GAAP

financial measure that the Company believes is useful to investors in evaluating its results. A reconciliation of “Adjusted EBITDA,” to consolidated net income

(loss), the most comparable GAAP financial measure is provided within this presentation. The Company references this non-GAAP financial measure in its

decision making because it provides supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior

periods and the Company believes it provides investors with greater transparency to evaluate operational activities and financial results. We are unable to

provide a reconciliation of forward-looking estimates of non-GAAP Adjusted EBITDA to GAAP measures because certain information needed to make a

reasonable forward-looking estimate is difficult to estimate and dependent on future events which may be uncertain or out of our control, including the amount

of AAP contracts invoiced, the number of AAP contracts that are renewed, necessary costs to deliver our offerings such as unanticipated content development

costs, and other potential variables. Accordingly, a reconciliation is not available without unreasonable effort

▪ “Invoiced” is the sum of reported Net Sales plus the change in Deferred Revenue reported on the balance sheet (a portion of which is recorded as a currant

liability and a portion as a long-term liability and represents the amount of billings during the period). We typically invoice our customers annually upon

execution of the contract or subscription renewals. Our clients frequently prepay for products and services, which prepayment is included in amounts invoiced

and corresponding Deferred Revenue

▪ Client Partner Ramp is the expected amount of invoiced amounts the Company expects its client partners to generate based upon the length of time the client

partner has been in a sales role. This metric measures client partners who are currently employed by the Company and does not subtract any accounts that

are transitioned to a client partner from a previous client partner

30