EX-99.2 12 ex992to8k06310_10312005pt01.htm

Private & Confidential

Investor Meeting

Project Swordfish

 

Table of Contents

Investment Overview                                                                                                                           Page 3

Transaction Summary                                                                                                                       Page 38

Valuation Analysis                                                                                                                                     Page 43

NewCo Integration                                                                                                                                  Page 53

Confidential

 

Investment
Overview

Confidential

 

Investment Highlights

Confidential

A Compelling Case for a Combination

SendTec / RelationServe Merger = Leading Internet Marketing Company

Solid Financial Platform Generating Strong Revenue and Cash Flow

     million est. ’05 Revenues

     million est. ’05 EBITDA

Approximately    est. ’05 Revenues of Aptimus (Total Enterprise Value:      million).

Large and Growing Markets

Full Service Internet Marketing Company with a Complete Range of Products and
Services

Significant up-sell / cross-sell opportunities among existing client base

Uniquely integrated multi-channel value proposition

Significant Operating Synergies, Revenue Enhancements

Blue-chip, Off-line and Online Customer Base delivering Diversified Revenues

Proven, Experienced Management Team with Multi-disciplinary Skill Sets in Business
and Direct Marketing

Highly Respected Experts in Marketing and Advertising Industry

 

Full-service direct marketing services company

Specialize in customer acquisition and lead generation in Internet
CPA channels and direct response TV advertising

Measurable, ROI-centric marketing and advertising

Media agnostic, optimizing results across all media channels

Turnkey in-house marketing, production and media services

Experienced team of direct marketers and technologists

Scalable technology products and services

SendTec Overview

Confidential

 

Success Through Understanding

Understanding of our clients’ business and the competitive environment

Analysis of successful and unsuccessful business models in the
marketplace

Thorough understanding of our clients’ target customers

Unique Capabilities

Integration of Direct Response Television and Online Advertising

Proprietary real-time tracking systems that can measure and report results,
measure ROI and optimize campaigns across integrated media channels

SendTec Core Competencies

Confidential

 

We are strategic thinkers employing big creative ideas and media clout with new
technologies and integrated systems to achieve dramatic and measurable results.  In
a market where advertisers demand the highest possible marketing ROI and access
to DR media is highly competitive, this approach sets us apart.

Research – Critical to success, we dig deep to understand the product,
service and the consumer

Roadmap –  We develop a marketing blueprint, creative brief and supporting
financial pro-forma projections

Creative – We develop concepts and scripts and test consumer reactions

Offer Structure – We develop offer matrixes and testing strategies

Media – We develop comprehensive plans for testing and rollout  

Technology – We deploy our technology to deliver optimal results

Team – We assign a senior team dedicated to achieving objectives

SendTec Approach

Confidential

 

Over 500 million actions to date

Generated customer leads that have produced over $2 billion in
revenue for our clients

Purchase / venture over $500 million in rate card media/year

Direct and syndicated relationships with 4,000+ websites running our
clients campaigns

Grew client roster from a handful in 2000 to over 70 national clients
today

Exclusive client engagements providing control of media spend

SendTec Milestones

Confidential

 

Relative to Online Marketing Networks / Publishers:

  We provide turn-key marketing and advertising solutions

  Unparalleled level of DR experience

  Exclusivity engagements with most clients

  Long-term focus on client marketing ROI

Relative to Ad Agencies:

  We thoroughly understand online Internet marketing

  Extensive experience in direct response television

  Experts in multi-channel integrated marketing  

  Publishers/networks rely on us for win-win campaigns

  In-house IT services

  Proprietary tracking, reporting & search technologies

  Cutting edge media planning, buying and analysis tools

SendTec Competitive Advantages

Confidential

 

Technology Based Services

SearchFactz™ – Search e-Engine Bid Management / Optimization

Factz™ – Tracks Online Response to Offline Marketing

ROY™ – Internet Campaign Management / Optimization

Core/Strata/Nielson – DRTV Media Reporting / Optimization

Maxsponder™ – e-CRM Email Conversion Technology

Market Messenger™ – E-commerce Up-sell Engine

TeleFactz™ – Tracks Telephone Response to Online Marketing

Confidential

 

Strong online & offline direct marketing growth

Cross-selling services to existing clients

Unique search engine marketing technology

Online media arbitrage

Scalable DRTV media buying

Lead generation ASP

More and more online companies looking to drive traffic from offline
media

Integration of telephone lead generation systems across the Internet

SendTec Growth Drivers

Confidential

 

RelationServe Overview

Confidential

RelationServe is a leading provider of precision e-Data and direct marketing solutions

Founded in May 2005

Acquired OmniPoint, a former Equifax Partnership

September 2003 – initiation of business

Approximately     million in Revenue in 2004 and projecting     million and    million of
revenue and EBITDA, respectively, in 2005

50+ Employees

600+ Customers

Headquartered in Ft. Lauderdale, FL

 

RelationServe Core Competencies

Confidential

Develop and execute client-tailored online and offline marketing solutions

One of the largest databases of permission-based, web-enabled consumers

Over 85 million consumer e-mail records of 160 million postal records – enhanced
with deep demographic and psychographic data

Large file of B-2-B records

Large database results in higher margins and higher ROI per customer

Long-term focus on client marketing ROI

Dedicated and proven sales force with close client contact and ability to cross-sell

 

RelationServe Business Highlights

Confidential

Leading e-marketing solutions company with a comprehensive range of products and
services

Large and rapidly growing markets

One of the largest and most accurate databases for appending and enhancing customer
data records

Innovative product development

Large, diversified, blue-chip customer base

Strong financial performance

 

RelationServe Process Model

Confidential

 

RelationServe E-Mail Append Services

Confidential

E-Mail Appending Service: Supplementing customer databases with email or
postal addresses

Access to more than 160 million Postal Addresses

Over 85 million emails plus postal database

Provides accurate, reliable and highly targeted Opt-in marketing lists with e-Mail and
postal addresses as well as demographic and lifestyle information

Significant cost reduction for Direct Marketers and Marketers vs. traditional mail
campaign while generating greater results and responses

 

Background
                                                                              

PEPBOYS

PEPBOYS contacted us about their desire to supplement
customer databases with emails

Challenges                                                                 
                                     

They wanted to append 2 million postal addresses of
customers throughout the US

Much of their address information was “old” and required
updates

Our Role                                    

We found email addresses for 30% of their postal addresses

Results                                          

We saved the customer $60,000 in yearly marketing costs
by replacing postal addresses with email addresses

Our online program out-performed the offline component

Client Case Study

RelationServe Client Case Study

Confidential

 

Sample of Available Data Attributes


Name

Email

Postal Address

Gender

Occupation

Ethnicity

Apparel

Books

Business News

Computer Ownership

Student

Investors

Retired Persons

Business Opportunity Seekers

Cell Phone Interest

Night Life, Concerts

Health & Fitness

Sports Enthusiasts

Outdoor Interests

Travel

Hobbies/Crafts

Music

Science Enthusiasts

Photography Enthusiasts

Housing Status (rent or own | property type)

Household Income

Marital Status

Employment Status

Education Level

Favorite Television Programs (i.e. drama, comedy, sports,
etc)

Contact Lenses

Eye Glasses

Smoker

Favorite Brand of Cigarettes

Interested in refinancing your home                              
Recently been married?

Recently had a baby?

Currently pregnant?

Planning on having a baby in the next year?

Primary Internet Connection

Current Cell Phone provider

Religious preference

Political Affiliation

Are you interested in purchasing a vehicle?  If so, what type

What type of vehicle do you own?

What type of household electronics do you own?

What types of pets do you have in your household?

Age

Income

Home Ownership

Presence of Children

Presence of Credit

Interested in a home based business?

How often do you travel internationally

Medical Ailments (over 50 ailments)

Planning a vacation within the next 6 months?

Geographic Targeting

Industry/SIC Code

Revenue

Number of Employees

Job Titles

And many more…

RelationServe Sample Customer Attributes

Confidential

 

Online Registrations / Co-Registration: Online lead generation for client
acquisition initiatives

Over 10 million online registration page views per month, with almost
double the traffic during the holiday season

Enables site owners to increase revenue

Provides site owners and advertisers with highly targeted leads

RelationServe Online Registration / Co-Reg

On-Line Registration

Confidential

 

Background
                                                                              

U.S. ARMY

US Army contacted us about the need for increased recruits

Challenges                                                                 
                                     

With war in Iraq, finding recruits has been extremely difficult
for the US military

We had to deliver results on a cost-per-action basis with a
narrow time frame

What we did                                                            
                                     

We developed an attractive online registration program using
both proprietary and affiliate websites

Results                                          

We delivered over 17,000 interested recruits

At    / lead, our online program was far more cost effective
then the Army’s current offline initiatives

Total campaign netted to RelationServe          in revenue

Client Case Study

RelationServe Client Case Study

 

Background
                                                                              

VIOXX

Lawyers involved with the recent Vioxx lawsuits contacted
us about finding Vioxx users who may be interested in taking
part in a class action lawsuit

Challenges                                                                 
                                     

We had to deliver results on a cost-per-action basis with a
narrow time frame

What we did                                                            

We developed an attractive online registration program
using both proprietary and affiliate websites

Results                                          

Client Case Study

We delivered over 12,000 interested Vioxx users

At    / lead, our online program was far more cost effective
then the lawyers’ current offline initiatives

Total campaign gross revenue expected to reach over            

RelationServe Client Case Study

Confidential

 

Large Opt-In Database
RelationServe owns and manages a network over of 60 permission-based websites
with access to hundreds more from our List Brokerage relationships

More owned
web properties

than any industry

competitor

www.thegolftribune.com

RelationServe Permission-Based Database

Confidential

 

Targeted Opt-In Email

RelationServe Permission-Based Offering

Targeted Opt-in eMail: Permission based emails for direct marketing
initiatives

Data is cleansed and updated every quarter with the NCOA (National Change of
Address) System

Extensive verification process keeps database current

Wide selection of demographic and psychographic information to augment
address information

We work with high quality partners who are responsible for the actual email
transmission

Confidential

 

A wholly owned subsidiary

A social networking website where
individuals participate in online
communities, and form networks of
users by declaring one another to be
“friends”

Differentiates itself from other
companies in this space
by utilizing existing  RelationServe
relationships and data
mining opportunities

Revenue streams include:

                                           

Friendsand.com

-Membership

- e-Commerce

- Advertising

- Data Mining

RelationServe – Friendsand.com

Confidential

 

RelationServe Select Customers

Confidential

 

RelationServe Competition

Confidential

Competition by Product Offering

InfoUSA

Acxiom

Mail Creations

Data Append

Vendare

FSG

CoReg360

Aptimus

Cool Savings

Co

-

Registration

Vendare

Mail Creations

GRS

Email Labs

Lyris

Constant Contact

Email Marketing

Friendster

LinkedIn

Classmates.com

Tickle

Social Networking

Value Click

Advertising.com

24/7 Real Media

aQuantive

Ad Placement

Google

Yahoo/Overture

MSN

Cool Savings

Ask.com

Search/Portals

InfoUSA

Acxiom

Mail Creations

Data Append

Vendare

FSG

CoReg360

Aptimus

Cool Savings

Intermix Media (News Corp)

Co

-

Registration

Vendare

Mail Creations

GRS

Email Labs

Lyris

Constant Contact

Email Marketing

MySpace (News Corp)

Friendster

LinkedIn

Classmates.com

Tickle

Social Networking

Value Click

Advertising.com

24/7 Real Media

aQuantive

Intermix Media (News Corp)

Ad Placement

Google

Yahoo/Overture

MSN

Cool Savings

Ask.com

Search/Portals

 

               

                                           

Industry Overview

Total US online advertising and marketing spending will reach $14.7 billion in
2005, a 23% increase over 2004

Industry Overview

Confidential

 

Industry Overview

Online Media Consumption Share vs. Internet Advertising Share

0.2

0.8

1.6

1.5

2.1

2.4

2.9

3.6

4.7

5.1

0.1

0.5

0.9

2.0

3.2

3.1

2.5

2.9

3.6

4.3

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

1996

1997

1998

1999

2000

2001

2002

2003

2004E

2005E

Internet Audience Share %

Ad Revenue Share %

Hangover

Honeymoon

$2.8 Billion Gap

2006E

5.4

4.8

“Bubble”

Source: IAB, Universal McCann (Robert Coen) and Thomas Weisel Partners Internet Monthly, 3/7/05.

Confidential

Industry Overview

Online Advertising Capturing Off-Line Ad Spending

Source: Jupiter Research, 2004.

Confidential

 

Industry
Overview

Source: IAB, Universal McCann (Robert Coen) and Thomas Weisel Partners.

Cable Network versus Internet: Ad Market Share from Year of Inception

Confidential

 

DRTV Sector Overview

Advertising spend for DRTV climbed from $20.1 billion in 1999 to $25.8 billion in
2004

DR broadcast-driven sales grew 9.1 percent annually, from $108 billion in 1999
to $167 billion in 2004

2007 projections in advertising spending are $30.9 billion for DRTV, with a
corresponding jump in sales projected at $218 billion for DRTV

DRTV is quickly becoming a major tactic by a growing number of Fortune 500
firms like Sears Roebuck, AARP, IBM, Bristol-Myers Squibb, Motorola, and
Carnival Cruises

While the Internet has emerged strongly, DRTV per the DMA is also growing
exponentially and becoming a vital part of the direct marketing mix

Confidential

 

Product Positioning and Integration

Confidential

NewCo Product Offering

Internet

Marketing Services

Direct

Response TV

- Results

- Data

- Sales

Margin

Cross-Sell

Full Service

Strategic, Production

and Creative Services

 

Customer Integration

Confidential

 

Revenue Synergies

Confidential

Numerous revenue synergies on a combined basis

Cross-sell data to SendTec clients

Append data to SendTec Internet lead processes to increase lead value and
conversion %

Access to captive web-site media (i.e., co-registration, pop-ups, email, etc.)

Access to data records with phone numbers to enhance SendTec client phone
prospecting

Cross sell of SearchFactz to RelationServe customer base

Consumer Data Marketing Research to improve SendTec client marketing campaigns

Cross sell of TelFactz to RelationServe customer base

Cross sell of SendTec’s offline marketing services to RelationServe customer base

Potential Revenue Synergies

 

Valuation Analysis

Confidential

 

Valuation Analysis

Confidential

The following valuation analyses reflect the implied valuation of NewCo as a stand-
alone entity in the public marketplace or in a private sale based on:

Overview

Selected Public Company
Analysis

Calculates the range of potential Newco equity values based on the trading multiples of estimated
2005 revenues, Earnings Before Interest, Taxes, and Depreciation and Amortization (EBITDA),
and earnings as of September 19, 2005 for Internet Marketing Services companies deemed to be
comparable.

Analysis of Selected
Precedent
Transactions

Calculates a range of potential enterprise values of NewCo against recent M&A transactions –
specifically those completed in 2005 YTD - deemed comparable by us due to business and
transaction similarities, using the range of enterprise multiples to Revenues and EBITDA and
implied equity value as a basis for our analysis.

The following table summarizes these findings using combined actual and estimated
results:

Selected Public

Company Analysis

Selected Precedent

Transaction Analysis

Suggested
Equity Value

Implied Pro
forma Share Price

Suggested
Equity Value

Implied Pro
forma Share Price

 

Selected Public Company Analysis

Confidential

($’s in millions, except per share data)

 

Selected Public Company Descriptions

Confidential

aQuantive Incorporated - The Group's principal activity is to provide digital marketing services and Internet advertising based technology to businesses. It operates in three
segments: Digital Marketing Services, Digital Marketing Technologies and Digital Performance Media. Digital marketing services segment provides service to clients in web advertising,
web site development, email services, strategic portal relationships, affiliate programs, customer targeting, analytical services, search-engine marketing and creative. Digital marketing
technologies segment provides digital marketing management system to manage digital marketing programs and web site effectiveness. Digital performance media segment
purchases from web sites to resell to the clients. During 2004, the Group acquired NetConversions,Inc, SBI.Razorfish, TechnologyBrokers and MediaBrokers.

Internet Marketing Services

Digitas Incorporated - The Group's principal activity is to provide strategy consulting, marketing agency and marketing technology infrastructure services. It provides marketing
programs, customer strategy, technology platforms and channel operations that supports the clients to achieve measurable, lasting improvement in their marketing productivity. The
clients of the Group are American Express, AT&T, America Online, General Motors and New York Times. During 2004, the Group acquired Modem Media, Inc. It operates in the Untied
States and the United Kingdom.

Aptimus, Inc.– The Group's principal activity is to provide online marketing solution that enable marketers to reach targeted audiences with specific promotional offers through
Internet. The Group operates through its database configuration and software platform, Dynamic Revenue Optimization network. This network presents consumers with relevant offers
geared to their immediate interests, allowing marketers to reach consumers with the right offers when they are most likely to respond. Through this network, the Group generates sales
leads, creates product awareness and initiates consumer purchases through multiple online marketing vehicles, including free and trial offers, banner advertising, e-mail newsletter
sponsorship and others. It distributes advertisements for direct marketing advertisers across a network of third-party Web sites and Group-owned and licensed email lists. It operates in
the United States.

24/7 Real Media Incorporated - The Group's principal activity is to provide interactive marketing and technology solutions. It operates in three segments: Media, Search and
Technology. The Media solutions is comprised principally of the 24/7 Web Alliance, which represent web sites with brand names, quality content and global reach. Through the Search
solutions, the Group provides performance-based search marketing services for the Internet. The Technology solutions includes online advertising and analytics software licensed to
customers and hosted locally on the customers' servers or services provided to customers from software hosted centrally on our servers. The Group sell its products and services
worldwide from 18 sales locations in 11 countries throughout North America, Europe, Asia and Australia. The Group has operations in the United States, Canada and Europe. On 08-
Jan-2004, the Group acquired Real Media Korea Ltd. On 19-Aug-2004, the Group acquired Decide Interactive.

ValueClick Incorporated - The Group's principal activities are to provide products and services that enable marketers to advertise and sell their products. The Group provides
software that assists advertising agencies with information management regarding their financial, workflow and offline media buying and planning processes. The customers of the
Group are advertisers and direct marketers, as well as the agencies that service these groups. The Group operates in three segments: media segment provides a comprehensive suite
of online media services and tailored programs; affiliate marketing segment offers technology and services that enable advertisers to manage, track and analyze a variety of online
marketing programs; technology segment offers technology infrastructure tools and services. On 06-Aug-2004, the Group acquired Pricerunner AB.

Marchex, Inc. - The Group's principal activity is to provide technology-based services to merchants engaged in online transactions. The Group also provides performance-based
advertising and search marketing industries, which is focused on helping merchants market and sell products and services via the Internet. The Group provides these services through
its wholly owned operating subsidiaries, Enhance Interactive and TrafficLeader. On 27-Jul-2004, the Group acquired goClick.com Inc and on 27-Apr-2005, certain assets of Pike Street
Industries, Inc.

 

Selected Precedent Transaction Analysis

Confidential

 

Selected Precedent Trans. Analysis (cont.)

Confidential

 

Selected Precedent Trans. Analysis (cont.)

Confidential

 

Potential Research Coverage

Confidential

Wall Street Research Coverage of Comparable
Companies*

 

NewCo Integration

Confidential

 

Management / Governance

Confidential

Paul Soltoff, Chairman and CEO – Founder DRTV Division and EVP of Saatchi &
Saatchi (29 years of industry experience)

Eric Obeck, President – Head of Corporate Banking for Bank of America (17)

Donald Gould, CFO – CFO HealthPlan Services a NYSE Company (18)

Tom Alison – President HSN Telemarketing; VP Wunderman; SVP NordicTrack (31)

Steven Morvay, SVP/MD – President Saatchi & Saatchi Direct; VP Ogilvy & Mather;
HBO (30)

Mandee Heller Adler, COO RelationServe –Co-Founder, EVP, Vice Chairman and COO
of Women’s Financial Network at Siebert; Founder and CEO of Heller Adler Consulting
(9)

Ohad Jehassi, President, Friendsand.com - COO, Director of Interactive Marketing, AOL
Latin America; Principal of Initium Management Consulting (12)

 

Organizational Structure

Confidential

Executive Level Function Organizational Chart

 

Organizational Structure

Confidential

Corporate Organizational Chart

 

Confidential

SendTec Division Organizational Chart

Organizational Structure

 

Confidential

Finance and Accounting Group

Organizational Structure

 

Integration Timeline and Plan

Confidential

180-Day Priority Action Items

Key Account

Prioritization,

Visitation &

Messaging

Industry

Messaging

Press

Analysts

Trade Shows

Begin

General

Ledger

Integration

Broader

Account

Positioning

Strategy

Roll-out &

Implementation

Wall Street

Messaging

Build

Analyst Coverage

Integration

Teams Formed

-Sales & Marcom

-Human Resource

-Finance & Legal

-MIS

-Development

Employee

Messaging

Sales

Compensation

Plan Finalized

Formulate ‘06

Consolidated

Budget

Begin HR

Integration

Joint

Go to Market

Strategy

Complete

Collateral &

Branding

Finalized

Redundancies

Terminated

Target

Marquee

Industry

Announcement

Target

NASDAQ

Small Cap.

Listing

Finalize

Company-wide

Compensation

Plan

Information

Technology

Systems

Integrated

Info. Tech. System

Integration Begins

60

Day

120

Day

180

Day

 

Immediate Areas of Concentration

Confidential

Customer Retention

Transaction announcement made – August 10th , 2005

All SendTec customers notified of the Transaction and the merits of the
combination

Thus far, have only received positive customer feedback

Key Hires

SendTec Chief Operating Officer

Corporate Controller

General Manager of SearchFactz

Accounting System

Upgrade & integrate both accounting systems (likely to require outside consultant)

Cross-sell Services to Each Others’ Customers

i.e., Sell SearchFactz to select RelationServe clients

Sell e-mail append to SendTec’s clients with large offline databases

 

Integration Team Responsibilities

Confidential

Paul Soltoff, Eric Obeck, Mandee Heller Adler – Strategy and Sales Integration

Eric Obeck and Ohad Jehassi  - Operations and Technology Integration

Donald Gould  -  Accounting and Human Resources Integration

 

Client Integration

Confidential

Schedule meeting with all department heads following merger and push down
information to all associates

30-day plan to identify and engage boutique PR firm with specialized experience in
mergers in the advertising  / Internet industries to develop and execute 120-day broad
market public relations program

15-day plan to finalize strategy for “Company” corporate identity, branding and initial
collateral materials including company name and stock symbol

15-day plan to develop initial communication strategy for positioning merger to clients,
and industry gate keepers prior to formal publicity launch

90-day plan to develop promotional roadmap for conferences, industry events, editorial
calendars and speaking engagements

Post 120-days, develop print, search and online advertising campaign including longer-
term collateral materials, and ongoing public relations program  

 

Key Conferences

Confidential

Direct Marketing Association Show (October, 2005)

Ad- Tech New York (November, 2005)

Database Marketing Conference (December, 2005)

Shop.org Conference (April, 2006)

Distance Education Conference (August, 2006)

Electronic Retail Association (September, 2006)

DMA Catalogue Conference (TBD)

 

Public Company Preparation

Confidential

NASDAQ Listing

NASDAQ application completed and sent

Currently working on response to first set of comments

Sarbanes Oxley Compliance

Key Management (Mandee Heller Adler) is a recognized “Expert” in Section 404
Sarbanes Oxley Compliance

Completed mapping of Key Operational and Financial Risks and Controls

Initiated documentation on Key Financial Operational and Financial Processes
including Accounts Payable, Fulfillment, the Appends Process and The Co-
Registration Process

Identified Internal Process Managers and External Consultants

 

Professional Advisors

Confidential

  Professional Relationships in Place

Harvey Kesner, Esq.

Olshan Grundman Frome Rosenzweig & Wolosky LLP

65 East 55th Street

New York, NY  10022

Tel: (212) 451-2300

Joseph D'Arelli

Sherb & Co., LLP

2700 N. Military Trail, Suite 200

Boca Raton, FL  33431

Tel: (561) 939-1275

Legal Representation

Accounting Representation