Confidential Information Memorandum

INTERIM DRAFT

IN PROGRESS

General Note – Clarify with management if we can share client names in the document

Capstone Partners Disclosure & Contact Information

Disclosure & Contact Information

Capstone Partners has been engaged as the exclusive financial advisor to Powers Interactive Digital, ("Powers Interactive", "Powers", or the "Company") for the solicitation of a qualified buyer ("Buyer") to acquire the Company. The information contained in this Confidential Memorandum ("Memorandum") has been prepared for the sole purpose of providing qualified interested parties with general information to assist in their evaluation of the Company. All inquiries regarding the Company should be directed to Capstone Partners. This Memorandum has been prepared from information, estimates, and assumptions provided by the management of Powers Interactive ("Management") and other sources believed to be reliable. Nothing contained in this Memorandum is or shall be relied upon as a promise or representation by Capstone Partners, Management, or the Company as to either past or future performance of the Company. The contents of the Memorandum have not been independently verified by Capstone Partners, Management, or the Company and any of their respective affiliates, employees, or representatives expressly disclaim any and all liability relating to or resulting from the use of this Memorandum, or such other information as may be provided, whether communicated in oral or written form, to a potential Buyer or any of its affiliates or representatives. The recipient expressly understands and agrees that any estimates, projections, and assumptions are uncertain, and accordingly, no representation can be made as to their attainability. Only those representations and warranties made in a definitive, written agreement and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.

Use of this Memorandum is governed by the terms of a signed confidentiality agreement (the "Confidentiality Agreement"), which strictly limits the use, circulation, and reproduction of the information embodied herein. Any person in possession of the Memorandum should read and understand such Confidentiality Agreement before reading the Memorandum. The Memorandum may not be reproduced or distributed to others in whole or in part. Recipients of the Memorandum are bound by the Confidentiality Agreement and acknowledge and agree that all of the information contained herein represents confidential information pursuant to the Confidentiality Agreement is of a strictly confidential nature, that they will not, directly or indirectly, disclose or permit their directors, officers, employees, or representatives to disclose, such information, and that they will use the Memorandum and any related information only to evaluate a specific transaction ("Transaction") with the Company and for no other purpose.

The Memorandum is not intended to provide the sole basis for the evaluation of the Company or any other evaluation and does not purport to contain all of the information that may be required to evaluate the Transaction. Each potential Buyer must rely on its own appraisal of the Transaction and its own independent verification of the information in the Memorandum and any other investigation it may deem necessary for the purposes of determining whether to submit a proposal in connection with the Transaction. Receipt and review of these materials constitutes acceptance of the terms and conditions of the Confidentiality Agreement. Pursuant to the confidentiality agreement, the reviewer has agreed to return these materials to Capstone Partners upon written request. Please return these materials to the address below if you determine that you cannot abide by the stated terms of this agreement. Prospective Buyers who do not wish to pursue this matter must return this Memorandum and other material relating to the Company, which was obtained from the Company, Management, or Capstone Partners.

Adam Birnbaum
Managing Director
(917) 273-5320
abirnbaum@capstonepartners.com
Bob Balaban
Managing Director
(303) 792-9400
bbalaban@capstonepartners.com
Raj Gaglani
Vice President
(561) 724-8926
rgaglani@capstonepartners.com
Brad Petitpas
Associate
(617) 368-0904
bpetitpas@capstonepartners.com
Matthew May
Analyst
(914) 274-7812
mmay@capstonepartners.com
Boston
10 Post Office Square, Suite 800N
Boston, MA, 02109
New York
104 West 40th Street, Suite 340
New York, NY, 10018
Table of Contents

Table of Contents

I
Executive Summary
II
Key Investment Highlights
III
Actionable Growth Opportunities
IV
Industry Overview
V
Company Overview
VI
Financial Summary
I
Executive Summary
Capstone Partners
Executive Summary

Powers Interactive At A Glance

Powers Interactive is a high-impact tech driven digital media buying platform specializing in elections. advocacy and issue driven campaigns. It delivers leading programmatic execution and data driven strategies that consistently elevate campaign performance and ROI.

Multi-Platform

Multi-Platform approach to digital buying, integrating display, video, social media, search, and more to captivate and engage target audiences on any digital screen.

Tech-Enabled

Tech-Enabled capabilities, providing cutting-edge tools and programmatic capabilities to deliver performance-driven campaigns.

Deep Relationships

Deep relationships with top political consultants, advocacy groups, and fortune 500 government affairs teams. Powers Interactive leverages long-standing partnerships and insider access to excel in high-stakes verticals.

Company Snapshot
750+
Campaigns Supported (2025)
800+
Clients Supported Worldwide
20,000+
Digital Projects Executed
21
Employees
10+ Years
Avg Team Member Experience
Key Metrics
$[XX]
Net Sales (2026E)
%[XX]
Gross Margin (2026E)
[XX]%
Net Sales CAGR (2022 – 2026)
$[XX]
Revenue Per Employee (2026E)
$[XX]
Average Client Value
$[XX]
Adj. EBITDA (2026E)
Segments Served — % of 2025 Booked Revenue
58% Elections
31% Advocacy
11% Commercial

Political Campaigns

Partnering with candidates, consultants, and PACs to deliver persuasive, data-driven digital strategies that mobilize voters and shape public opinion.

Advocacy

Supporting mission-driven organizations with targeted digital outreach that builds awareness and influences policy outcomes.

Commercial

Helping brands navigate complex public affair landscapes.

To be updated once 2025 is finalized and model/QoE is complete
Discuss management's view on highlighting bipartisanship and working both sides of the political aisle in the document
Executive Summary

Targeted Media Solutions Driving Influence & Impact

Elections
Public Affairs / Corporate
Digital strategies to reach voters fast and compliantly
Precision media to influence opinion and drive impact
Campaign - Direct
Third Party
Advocacy
Commercial
Who?
Candidates or Committees
PACs, super PACs, and independent groups
Issue-based organizations, nonprofits, trade assoc.
Corporates/Brands seeking targeted digital reach
Clients Goal
Persuade and mobilize voters for a specific candidate or committee
Broader influence, issue framing, and turnout efforts
Influence policy outcomes and shape public opinion on key issues
Elevate brand perception and navigate public opinion
Why Powers?
Compliance-sensitive execution, fast optimization, and granular targeting
Rapid campaign scaling, niche audience targeting, and compliance management
Tech-driven capabilities to reach legislators, staff, and engaged citizens across trusted channels
Curated Ad inventory with cross-channel precision and real-time optimization to boost impact and reduce waste
Platforms
Meta
X
Google
YouTube
LinkedIn
Spotify
hulu
peacock
Outbrain
TripleLift
Revenue Summary(1)
Elections Revenue ($M)
$11.42022A $5.32023A $19.92024A
Public Affairs Revenue ($M)
$5.42023A $9.72024A $12.82025A
(1) Based on Booked Revenue
Executive Summary

Why Powers Wins

TBU – Refine key differentiators and position the technology here as well
1

Strategy-First

Proven Leadership in Digital Advertising
Powers Interactive brings a legacy of excellence in programmatic media buying, backed by proprietary historical datasets that inform every decision.

Leverages years of campaign performance data to identify high-impact platforms and optimize targeting strategies.

A data-first approach ensures that every media dollar is deployed with precision, maximizing reach and ROI across political and issue-based campaigns.

2

Urgency-Driven

Streamlined operations, AI-powered tools, and a deeply committed sales and ops team enable campaigns to launch in under 24 hours, with the ability to go live within the hour when needed.

The team is always connected, regardless of time zone or day, and leverages trusted outsourced managed service partners during peak periods to maintain velocity without compromising quality.

This responsiveness is critical in the fast-moving world of political advertising.

3

AI-Augmented Execution

Powers Interactive has built a proprietary, clean database that powers automation across the entire campaign lifecycle.

From insertion order inputs and payment link initiation to real-time margin analysis and automated reporting, AI is embedded into every workflow.

The result is faster media planning, more accurate campaign launches, and streamlined back-office operations, delivering smarter, faster, and more scalable execution.

Integrated Ecosystem: Clients ↔ Channel Partners ↔ Powers Interactive — Trusted by Leading Campaigns & Corporations. Client and Industry Relationships Foster Continuity in the Ecosystem.
TBU
Executive Summary

Tech Stack Enables AI-Augmented Workflows

AI Integrations Across the Campaign Lifecycle

Audience Intelligence

Transforms voter, viewership, and behavioral data into actionable audience segments using AI clustering to uncover influence networks.

Real Time Optimization

Reallocates spend instantly as campaigns unfold, leveraging predictive algorithms to anticipate performance shifts.

Inventory Control

Filters low-quality inventory and fraud in real time, prioritizing trusted placements to maximize ROI.

Cross-Channel Precision

Aligns CTV, video, display, and social for consistent messaging with AI-driven optimization based on live data.

AI-Powered Operational Visibility and Campaign Execution

KPI Tracking

Monitor key metrics including clicks, impressions, and CTR to measure campaign effectiveness.

Channel Performance

Compare performance across channels to identify top drivers of engagement.

Geo-targeting Engagement

Analyze audience interaction by location to help optimize spend and messaging.

Campaign Launch System Automation

Powers streamlines the entire opportunity workflow, from opportunity intake to media planning, insertion orders, and launch kits, eliminating manual delays and accelerating campaign deployment.

Streamline IO data input, payment link initiation, media plan and launch kit creation.

Campaign workflow
[TBU] [TBU] [TBU] [TBU] [TBU] [TBU] [TBU] [TBU]
TBU – Insert workflow diagram to visualize this process
Management Discussion & Analysis

Financial Overview

Revenue ($'s in Millions)

[]
Year 1
[]
Year 2
[]
Year 3

Adjusted EBITDA and Margin ($'s in Millions)

[]
Year 1
[]
Year 2
[]
Year 3
TBU WITH QOE & MODEL FORECAST
TBU WITH QOE & MODEL FORECAST
TBU WITH QOE & MODEL FORECAST
May want to average revenue and EBITDA every two years for charts.
Executive Summary

Transaction Overview

Ownership and Transaction Rationale

Ownership

The management team consisting of Rich Masterson, Jordan Lieberman, Linda Montemayor, David Powers, and Connor Masterson, along with an equity appreciation rights pool, collectively own Powers Interactive Digital, LLC and its subsidiaries, Landslide Partners, LLC and American Digital Strategies, LLC. All entities are included in the contemplated transaction.

Reason for Sale

Founded in 2022, Powers Interactive Digital LLC is a proven leader in its field, backed by a core team that has worked together for nearly two decades. The Company has reached a key inflection point after years of driving technological innovation and is now seeking a majority recapitalization or full sale to fuel its next phase of growth and advance its long-term vision. Management remains committed to actively guiding the Company's strategic direction, and the leadership team intends to remain post transaction.

Process

The Company has engaged Capstone Partners as its exclusive financial advisor to explore the potential sale of its business. Powers Interactive has also engaged Citrin Cooperman to prepare a Quality of Earnings (QoE) Analysis, which will be made available to interested parties upon execution of a non-reliance letter.

Transaction Structure

Management Team
Powers Interactive Digital, LLC
Landslide Partners, LLC
American Digital Media Strategies, LLC
All communications with Powers Interactive should be channeled through Capstone Partners; under no circumstances should a prospective acquirer contact the Company or any officer, associate, shareholder, partner, customer or supplier thereof directly.
II
Key Investment Highlights
Key Investment Highlights

Investment Highlights

Powers Logo
1

Leading Proprietary Technology Platform

Purpose-built proprietary tools deliver unmatched efficiency, accuracy, and reliability across digital campaign execution.

2

Industry Expertise and Pedigree

Deep bipartisan relationships with trusted channel partners drive consistent demand and recurring revenue streams.

3

Omnichannel Execution Across Campaign Types

Robust omnichannel capabilities across Elections, Advocacy, and Commercial campaigns enable seamless delivery across the full digital product suite.

4

Execution Framework That Fuels Growth

A proven execution engine delivers strong margins, attractive cash conversion, and the operational flexibility to scale efficiently.

5

Leader in Political & Digital Advertising

Established leader in political and digital advertising, driving strong client performance and compelling testimonials.

6

Political Advertising Market Resilience

Election-driven demand cycles provide resilience and stability, insulating performance from broader economic swings.

7

Actionable Growth Opportunities

Significant near-term growth opportunities provide a clear runway for meaningful revenue expansion.

Investment Highlights

Leading Proprietary Technology Platform

Powers operates at the convergence of AdTech and Managed Services, delivering a tech-enabled model that outperforms traditional agencies and a service depth unmatched by typical platforms.

Overview of Powers Proprietary Technology Stack

Powers Interactive builds and operates its own set of proprietary tools, combining the precision of a tech platform, with the strategic depth of a managed service model.

A

AI-Powered Targeting

Artificial intelligence transforms a host of first and third-party data into high-performing audience segments.

  • Maps influence networks and inner circles by integrating multiple data sources through partnerships and proprietary data sets.
  • AI-curated audiences flow directly into DSP's for omnichannel activation across where individuals read, watch, and engage.
Accuracy Knowledge Efficiency Impact
B

Direct SSP Connections

Powers utilizes direct integrations with leading supply-side platforms eliminating intermediaries, reducing waste and boosting media quality.

  • Guarantees access to premium, brand-safe inventory with full transparency and control over spend.
C

Custom Built Optimization Engine

  • Reacts in real time to campaign performance, margin analysis and pacing metrics.
  • Automatically reallocates spend towards high-performing channels.
  • Drives efficiency and ROI through continuous, AI-Powered Optimization.
D

Political Insights Tool

  • Dynamic map of U.S. and political advertising spend and influence.
  • Aggregates and normalizes data from dozens of sources to reveal trends, players, and budgets.
  • Delivers actionable intelligence for opportunity identification, acquisition strategy, and competitive positioning.
Investment Highlights — 1A

AI-Powered Targeting Capabilities

Powers Interactive's Advanced Targeting Model combines precision data integration and strategic influence mapping to deliver unmatched reach and relevance.

Powers Proprietary Targeting Model Provides Key Insights to Drive Client Campaigns

CapabilityValue Proposition to Clients
First-Party Data ActivationPowers accelerates campaign timelines by matching client lists to its device graph within hours.
Precision Audience MappingUses multiple data sources to build granular audience profiles that maximize relevance and engagement.
Cross-Platform TargetingUnifies linear and digital strategies, leveraging ACR data to ensure message consistency.
Influencer & Inner Circle ModelingLeverages AI and partner data to map the top several thousand individuals close to a target.

Illustrative Targeting Database

Carol Miller targeting diagram

Demand Drivers for Advanced Targeting Capabilities

Rising Digital Ad Spend in Political Campaigns

Brief explanation of targeting mechanisms

Increasing Need for Cross-Platform Consistency

Brief explanation of targeting mechanisms

Heightened Focus on Network-Based Outreach

Brief explanation of targeting mechanisms

TBU – Are there any attractive stats relating to the effectiveness of Powers targeting tool we can include?
Representative Data Partners: TBU TBU TBU TBU
Investment Highlights — 1B

Direct SSP Partnerships Enable SPO-Focused Supply Path Efficiencies

The Company's SPO model eliminates inefficiencies in the ad supply chain, delivering higher match rates, cleaner inventory, and more budget in-market.

Traditional Supply Path

Publisher
SSP 1
SSP 2
Network 1
DSP
Network 2
Advertiser

SPO-Focused Supply Path

Publisher
SSP
DSP
Advertiser
Publisher
SSP
Advertiser

Direct Supply-Side Platform Connections

SPO-Focused Supply Path Highlights: Better reach, strongest frequency, and fewer wasted impressions compared to traditional SPO paths. Powers controls its routes and tech, so more of their client's budget lands in-market instead of disappearing into fees.

Quality over Quantity

Partnerships with top-tier SSPs prioritize high-performing, brand-safe inventory over long-tail filler. Premium placements enhance audience quality and drive stronger engagement and conversion performance.

Transparency & Control

Provides full visibility into supply-path economics, reducing fraud risk and unnecessary tech-tax leakage. Ensures a greater share of client budgets land in-market, improving return on media spend and accountability.

Higher Match Rates

Direct SSP connections eliminate redundant intermediaries, cutting non-working fees and lowering CPMs. Stronger frequency and fewer wasted impressions drive measurable improvements in performance and client outcomes.

Lower Media Costs

Direct SSP connections eliminate redundant intermediaries, cutting non-working fees and lowering CPMs. More efficient routing ensures more of each client dollar funds working media, enhancing overall campaign ROI.

Investment Highlights — 1C

Custom Built Optimization Engine

[TBU]
TBU – Any visuals/product screenshots of the optimization Engine?
TBU – Please provide additional information about Powers optimization tool
TBU – Overview of the optimization engine. What it is/How it works
TBU – Optimization engine value props
TBU
TBU
TBU
TBU
Investment Highlights — 1D

Political Insights Tool

Powers Political Insights Tool transforms fragmented political ad spend data into a unified, dynamic map of the U.S. political economy delivering actionable intelligence that drives strategy, growth, and proprietary intelligence.

Overview of the Political Insights Tool

Description: Powers Interactive's Political Insights Tool is a next-generation analytics platform that maps the U.S. political advertising ecosystem.

1. Data Aggregation

Pulls from dozens of public sources, including campaign filings and vendor disclosures.

2. Normalization & Analysis

Cleans and structures unorganized data to reveal relationships among organizations, individuals, and spending patterns.

3. Dynamic Mapping

Creates a living, interactive view of the political economy, offering insights into who's spending, where, and for how much.

This tool delivers unprecedented visibility into the business of politics, powering Powers Interactive's evolution from agency to technology platform.

Vendor Trap article

Click to Read the Complete Article

Transforms Unfragmented Data into Strategic Insight

Transforms historically fragmented and inaccessible data into a unified, dynamic graph of political ad spend, organizations, and influencers.

Helping to Unlock Growth Through Deeper Intelligence

Early Opportunity Identification

Detects emerging trends in influence, budgets, and activity for competitive advantage.

Acquisition Intelligence

Flags high-potential partners and acquisition targets using behavioral and financial indicators.

Regulatory & Risk Intelligence

Mitigate compliance and reputational risk through deep visibility into financial flows and affiliations.

Competitive Insights

Quantifies market share and positioning across major players in the political economy.

To discuss Political Insights Tool with management
Investment Highlights — 2

Extensive Industry Relationships

Powers sits at the center of a fragmented market, maintaining deep, bipartisan relationships that competitors cannot replicate, creating a defensible market position and stable revenue streams with high-quality channel partners.

Industry Expertise and Pedigree

Trusted partner to Republican and Democratic committees, advocacy groups on both sides of the aisle, and state-level consultants.

Collaborates with channel partners and direct clients to deliver data-driven campaigns across elections and issue advocacy.

Growing commercial arm supporting corporate issue campaigns and nonpartisan initiatives, reducing reliance on election cycles.

Strong Base of Channel Partner Accounts(1)

(1) Tenure includes relationships maintained prior to the inception of Powers Interactive

Powers Interactive maintains long-standing relationships with notable channel partners, driven by trust and expertise.

Channel Partner Logo

[Brief Description of Service Offered]

[X]+ Year Tenure

Channel Partner Logo

[Brief Description of Service Offered]

[X]+ Year Tenure

Channel Partner Logo

[Brief Description of Service Offered]

[X]+ Year Tenure

Channel Partner Logo

[Brief Description of Service Offered]

[X]+ Year Tenure

Commentary: Working with consistent consultant teams across cycles gives Powers a strong operational advantage - faster onboarding, smoother coordination, and more predictable campaign execution.

Sustained Revenue Streams from Channel Partners — % of Booked Revenue

1. Channel partner contracts directly with Powers on behalf of advertiser
2. Channel partner introduces advertiser to Powers who they contract with
TBU – How do we want to position the channel partner driven revenue streams? Additionally, is it possible to provide information on end clients who channel partners are working with?
Investment Highlights — 3

Omnichannel Execution Across Campaign Types

Omnichannel execution across platforms and campaign types helps Powers smooth political seasonality and deliver consistent performance.

Integrated, Scalable, and Target Execution Across Every Channel

💻
Desktop
📱
Mobile
📱
Tablet
📺
Connected TV
🎧
Audio
🖼
Digital Out of Home

Emphasis on Compliance

Manage compliance across platforms

Platform Aligned

Search & Social — Meta, X, LinkedIn, Google Search

Every Screen, Every Tactic

Display, Native & Direct — Programmatic Display

Location Based

Geofenced Display + Scroller

Video & Streaming

Pre-Roll, CTV & OTT, Podcasts, Music

Privacy-First Targeting

Segments built using hashed and permissioned data

In-House Legal Oversight

Team collaborates with internal counsel

Broad Campaign Execution Capabilities Across Channels and Campaign Types

Electioneering
Advocacy
Commercial

(1) % of 2025 Booked Revenue

Omnichannel Reach — Seamless activation capabilities across a wide variety of digital devices to maximize engagement.
Cross-Campaign Expertise — Proven ability to manage Electioneering, Advocacy, and Commercial campaigns with tailored strategies.
Scalable Infrastructure — Ability to handle high-volume political campaigns during peak seasons with strategic outsourcing agreements.
TBU – Please provide updated product data for 2025
TBU – Potentially include bar graph from 2022 – 2025 showing YoY growth in advocacy/commercial segment
Investment Highlights — 4

Execution Framework Helps Fuel Long Term Growth

Powers Interactive employes a tech-enabled, client focused execution model that combines speed, scalability, and financial efficiency, creating a self-reinforcing cycle of growth and performance.

Execution Model Highlights

CPM Pricing

Margin Control: Powers leverages a CPM pricing structure to optimize performance across channels. This model consistently delivers strong gross margins (30%–70%), depending on tactic and inventory source.

Execution Speed: Enables rapid campaign activation without complex negotiations, allowing Powers to launch campaigns within an hour.

Cash Flow Advantage

Negative Cash Conversion Cycle: A majority of Powers clients pay in advance of campaign launch, allowing Powers to have maintained a negative cash conversion cycle since inception.

Organic Growth Engine: Provides internal working capital for ongoing technology investment and operational improvements, powering proprietary automation and targeting tools.

Operational Flexibility

Scalable Delivery Model: Powers leverages partnerships with outsourced managed service providers to maintain a lean internal team while enabling rapid capacity expansion during peak demand periods. Additionally, the Company has benefited from the use of artificial intelligence to further expand execution efficiency.

Cost Efficiency & Agility: This model minimizes fixed overhead and provides the flexibility to align resources with campaign volume.

Strong Gross Margin Profile

Powers sustains pricing power, driving strong profitability

Data TBU

Cash Conversion Cycle

Powers negative cash conversion cycle highlights its strong operating efficiency

Data TBU

Impressive Revenue Per FTE(1)

Powers revenue efficiency enables profitable growth without added overhead.

(1) $'s in Thousands

Data TBU
Strong Gross Margin Profile
48.4%2022A 46.1%2023A 41.0%2024A 48.2%2025A 46.5%2026P
Cash Conversion Cycle
-2
2022A
-7
2023A
-8
2024A
-6
2025A
-7
2026P
# of Days
Revenue Per FTE(1)
$1,7002022A $7502023A $2,0002024A $8762025A $2,2802026P
(1) $'s in Thousands, incl. Sales Agents
To be updated once 2025 is finalized and model/QoE is complete
Investment Highlights — 5

Leader in Political & Digital Advertising

Thought leadership and industry visibility position Powers Interactive as a market authority, fueling client acquisitions, strategic partnerships, and attractive customer metrics.

Client Metrics Underscore Market Leadership…

2.6x
Growth in On-Cycle Customers(1)
61%
2-Year CAGR in On-Cycle Customer Count(1)
28%
Off-Year Customer Growth vs Prior Cycle(2)
52%
Increase in Customer Base vs 2022
76%
On-Cycle Net Revenue Retention(1)

(1) On-Cycle = (2022 & 2024)   (2) Off-Year = (2023 & 2025)

Powers' expanding client base and multi-cycle retention highlight the Company's strong market position, resilient customer relationships, and ability to scale meaningfully across political cycles.

Recognized Industry Voice

Industry Publications

The Company is regularly published in leading industry newsletters and frequently posts articles on LinkedIn relating to industry news and insight.

Webinars

Powers routinely host webinars to discuss key issues impacting the industry, with panels of highly-experienced players.

Conferences

Powers maintains a presence at all major industry events, including those run by Campaigns & Elections, American Assoc. of Political Consultants, and Media Scholars.

Representative Media Outlet Contributions

Featured in leading industry publications, reinforcing Powers' position as a trusted voice in political and digital advertising.

Market Influence — Coverage in top-tier outlets strengthens brand authority and visibility among decision-makers, positioning Powers as a go-to resource for political and digital advertising insights.

Client & Partner Impact — Media presence serves as a powerful marketing function, driving inbound interest and accelerating client acquisition, while reinforcing trust with existing clients and partners.

…Reinforced by Glowing Customer Testimonials

"Full-service digital buying doesn't come close to describing the partnership, deep industry knowledge, and customized solutions that Powers Interactive provides to its clients. The team's attention to layered delivery and audience targeting has played a stand-out role in our most effective and successful campaigns across the country."

Senior Director of Creative and Digital Engagement, Stand For Children
TBU – Please provide any additional customer testimonials
What is the best way to position client metrics given the cyclicality of the business?
Growth Story & Market — 6

Political Advertising Market Resilience

Political advertising remains one of the most resilient markets, as spending surges each cycle regardless of economic conditions. Fueled by fixed election timelines and donor-driven budgets, growth in political advertising spend consistently outpaces GDP growth and proves recession-proof.

  • Political advertising benefits from fixed election timelines, creating predictable demand spikes every two years during midterm and presidential elections. ✓
  • Political ad spending is fueled by donor contributions rather than consumer spending, making it largely independent of GDP fluctuations. ✓
  • Political campaigns are allocating a growing share of budgets to digital channels, reflecting a structural shift in media consumption. ✓
  • Political advertising has historically proven recession-resistant, with spending increasing even during economic downturns. ✓

Consistent Growth Through Economic Uncertainty(1)

Index (2003 = 100) — Shaded area indicates GDP Decline

Political spending chart

2019 – 2020 Growth
Source: FEC Reports, OpenSecrets, AdImpact, Kantar, FRED
(1) Inflation adjusted.

Is the source file for the graph on the right available?
Investment Highlights — 7

Actionable Growth Opportunities

The Company is well positioned to capitalize on several near-term tangible growth opportunities on the horizon.

1

Client Development

Powers is driving sustained revenue growth by expanding sales coverage, deepening wallet share within existing accounts, and scaling a rapidly growing advocacy segment supported by targeted acquihire opportunities.

2

Strategic Product Development

Investment in proprietary, tech-enabled products including the Newsletter Ad Platform, is unlocking new revenue streams, solving real industry pain points, and strengthening long-term competitive differentiation within the political media ecosystem.

3

Strategic Partnerships

Purpose-built partnerships with large agencies and complementary providers expand access to previously unreachable client segments and generate incremental referral revenue. A growing partnership pipeline supports a repeatable partnership playbook to scale new-business generation.

4

Enhanced Marketing Efforts

Powers is scaling high-impact marketing engines, including thought leadership, high-impact sizzle reels, and proprietary content tools, to expand top-of-funnel demand, boost brand visibility, and accelerate client acquisition across key segments.

Clarify growth opportunities with management
III
Actionable Growth Opportunities
Growth Opportunities — 1

Enhanced Marketing Efforts

Powers Interactive is well positioned to leverage its strong industry presence and early-stage innovative marketing tools to deepen client engagement, expand brand recognition, and drive incremental revenue.

Early Traction

✔ Sizzle reels have been promoted to over 25,000+ political professionals with increased inbound interest

✔ Podcast Summary Tool garnered 100+ political consultant subscribers in the first two issues

✔ Third-party interest emerging in licensing the Podcast Summary Tool for use in adjacent industries

High-Impact Marketing Levers Powering Next Phase of Growth

Established Thought Leadership

Overview: Powers' consistent contributions to political media discourse have significantly expanded its visibility and credibility among political professionals and consultants. The Company plans to continue to build its presence as a go-to authority for industry insights.

Growth Impact: Thought-leadership presence materially strengthens inbound lead flow, deepens trust with decision-makers, and expands Powers' influence across the consultant ecosystem creating a scalable engine for sustained high-quality demand.

High-Impact Sizzle Reels

Overview: In partnership with a nationally recognized political video production firm, Powers produces high-impact "Sizzle Reels" highlighting platform capabilities. These assets are deployed across targeted digital channels to reach political consultants and campaign strategists.

Growth Impact: By repurposing client-grade creative into acquisition assets, Powers can efficiently drive top-of-funnel engagement and accelerates conversion across high-value political professionals.

Podcast Summary Tool

Overview: Recently launched an AI-enabled tool that distills leading political industry podcasts into concise, insight-driven summaries. Distributed as a subscription content series, the tool expands reach, strengthens relevance, and keeps Powers top-of-mind for consultants seeking actionable intelligence.

Growth Impact: positions Powers as an insight authority, fueling inbound demand. Early third-party interest also creates a pathway for licensing revenue and expansion into adjacent verticals.

Any measurable traction from thought leadership initiatives?
Growth Opportunities — 2

Strategic Product Development

Accelerating investment in proprietary products is helping to unlock new revenue streams, deepen client value, and strengthen defensible differentiation in the industry.

Product Development Value Proposition

Unlocks New Revenue Streams

Solves Real Industry Pain Points

Strengthen Competitive Differentiation

Powers is actively building proprietary products that expand revenue opportunities while reinforcing a defensible competitive edge.

Product #1 — Use Case: [TBU]
Product #2 — Use Case: [TBU]
Product #3 — Use Case: [TBU]

Recent Product Development: Newsletter Ad Platform

Overview: Newly developed platform enables programmatic access to 50M+ impressions across 200+ curated newsletters for client advertising and sponsorships. The platform Unlocks inventory that is typically fragmented and difficult to access, often bought manually via emails, or over the phone.

Differentiation:

  • Centralizes a historically disjointed inventory source into a single, automated system
  • Strengthens Powers positioning as a technology-forward partner capable of streamlining and optimizing complex digital media workflows
CAGR: TBU — In Millions
Are there any stats available to demonstrate growth in the new proprietary newsletter tool?
Are there any new product development initiatives currently underway that we can speak to in the CIM?
Growth Opportunities — 3

Client Development

The Company is positioned to unlock meaningful growth through expanded sales reach, deeper penetration of existing accounts, and a rapidly scaling advocacy practice that is emerging as a high-growth engine.

New Client Acquisitions

Expanded Sales Reach: Powers continues to expand sales reach both internally and externally by adding strategic sales talent and agency relationships to unlock new customer segments.

Focused Business Development Investments: Select acquihire investments are poised to help accelerate access to advocacy groups, channel partners, campaigns, and corporate issue clients.

Target acquihires represent high-performing sales professionals with established industry relationships.

Acquihire #1
Senior Account Executive: [TBU]
Additional Revenue Potential: $[XX]
Acquihire #2
Senior Account Executive: [TBU]
Additional Revenue Potential: $[XX]
Acquihire #3
Account Executive: [TBU]
Additional Revenue Potential: $[XX]
Acquihire #4
Account Executive: [TBU]
Additional Revenue Potential: $[XX]

Expansion of Existing Client Relationships

Powers consistently drives expansion within existing accounts, converting strong client satisfaction into deeper wallet share.

+16%
Off-Year Avg Order Size vs Prior Cycle(2)
+14%
On-Cycle Avg Order Size vs Prior Cycle(2)
+22%
YoY in Avg IO's Per Client

(1) On-Cycle = (2022 & 2024)   (2) Off-Year = (2023 & 2025)

  • Although client activity may pause in non-election years, clients reliably return in subsequent cycles.
  • Client activity and spend have shown meaningful cycle-to-cycle and year-over-year growth, highlighting a scalable opportunity to further deepen wallet share.

Advocacy Development Emerging as a High-Growth Engine

Strategic investment in advocacy-focused business development has capitalized on rising corporate public-affairs activity and spend, delivering strong results and is expected to continue driving growth while helping to smooth election-cycle volatility.

Advocacy Revenue ($M) — CAGR: 69.5%
$2.22022A $3.72023A $7.92024A $10.82025A
TBU – Please provide additional information on potential acquihires (Role, relationships, additional revenue potential, etc.)
What is the best way to position client metrics given the cyclicality of the business?
Growth Opportunities — 4

Strategic Partnerships

Building on an existing strategic partnership playbook, the Company plans to further scale this channel, expanding access to premium clients and driving significant incremental revenue outside of traditional engagements.

Strategic Partnership Case Study

Identified Problem: Certain high-value prospects exclusively engage with large advertising agencies, placing them out of reach for firms of Powers' scale and limiting access to meaningful revenue opportunities.

Strategic Solution: In 2024, Powers formed a referral partnership with a well-positioned large agency, enabling these prospects to be onboarded through the partner while Powers earns a structured referral fee.

Partnership Rationale:

  • Allows Powers to participate economically in opportunities otherwise inaccessible.
  • Strengthens market credibility by aligning with a top-tier agency.
  • Expands exposure to enterprise-level client needs and long-term relationship potential.
$800K+
Revenue Commission Generated to Date
Successful Activation of Referral Pipeline
Repeatable Framework for Future Partnerships

Strategic Partnership Overview

Partnership #1
Rationale: [TBU]
Additional Revenue Potential: $[XX]
Partnership #2
Rationale: [TBU]
Additional Revenue Potential: $[XX]
Partnership #3
Rationale: [TBU]
Additional Revenue Potential: $[XX]
Please provide additional information on the creative approaches Powers aims to take to enhance industry relationships and leverage non-traditional revenue opportunities
Please provide any additional early insights taken away from this strategic partnership
TBU – Please provide information on any identified future strategic partnerships
IV
Industry Overview
Industry Overview

Digital Advertising Industry Ecosystem

Digital Advertising Value Proposition

1. Accuracy

Advanced audience segmentation and data-driven personalization deliver highly targeted, relevant advertising.

2. Scalability

Reaches users seamlessly across devices, channels, and geographies while maintaining consistent performance.

3. Agility

Enables rapid campaign optimization through real-time analytics, allowing for quick adjustments to improve results.

Rise of Digital Advertising

US Digital Advertising Spend(1) — CAGR: 10.1% — $'s in Billions
(1) eMarketer

Digital Advertising Lifecycle

Step 1
Planning & Strategy
Advertisers define campaign objectives, audience segmentation, and budget allocation.
Step 2
Creation & Development
Develop creative assets (display, video, native), ad copy, and formats. Often done in-house or with third-party.
Step 3
Execution & Launch
Activate campaigns through DSP's, apply targeting parameters, and integrate data for real-time bidding.
Step 4
Monitoring & Optimization
Track KPI's, analyze performance data, and continuously adjust ad placements to maximize efficiency.
Powers Interactive primarily operates in the Execution & Launch and Monitoring & Optimization phase leveraging programmatic expertise and data-driven strategies.
Industry Overview

High Velocity Growth Across Core Digital Formats

Consistent Strength Across Core Digital Channels…

Programmatic Share of Digital Advertising(1)

$'s in Billions

Connected TV Ad Spend Forecasted Growth(2)

$'s in Billions — CAGR: 22.7%

YouTube Ad Spend Historical Growth(3)

$'s in Billions — CAGR: 15.8%

…Supported by Strong Demand Drivers

Growth in Digital Advertising is fueled by the rise in mobile internet usage and the shift in consumer behavior toward streaming and social platforms.

Roughly 66% of all U.S. internet traffic now comes from smartphones and tablets.

As more businesses invest in digital advertising to build brand awareness across multiple screens, competition for online visibility has intensified and companies are increasingly challenged by fragmented media environments.

To meet these demands, many advertisers have moved away from rigid, research-heavy models and embraced agile testing environments that allow for real-time evaluation of campaign performance.

Agencies offering services including traffic demographic analysis, search engine visibility, and cross-platform optimization like Powers Interactive are seeing strong demand.

Large Election Cycle Market

2024 US Election Cycle
Digital Advertising Spend in Vendor Ecosystem: ~$2.3B  |  Total Digital Advertising Spend: ~$3.5B  |  Total Advertising Spend: ~$14.0B

(1) IAB PwC Internet Ad Revenue Report   (2) eMarketer   (3) Business of Apps   CAGR: 17.4%

Industry Overview

Competitive Differentiators

TBU
Who are Powers' closest competitors? What are the best metrics to compare Across?
Are these the correct competitors? What is the best competitive criteria?
Should we include the large hold companies WPP Omnicom?
[XX]
[XX]
[XX]
[XX]
[XX]
[XX]
V
Company Overview
Company Overview

Company Timeline

Storied History of Continuous Growth & Technological Advancement

XX
XX
XX
XX
XX
XX
TBU – Please provide timeline information
Company Overview

Innovative & Experienced Management Team

Powers highly experienced management team, built upon decades of industry experience, has fostered steady growth via industry knowledge, exceptional customer service, and results driven outcomes.

Rich Masterson
Chairman
  • Rich brings decades of experience in digital marketing and advertising.
  • He founded US Interactive in 1994 and guided the company through its IPO.
  • In 2007, he launched Audience Partners, pioneering patented voter-targeting technology.
  • After successfully exiting to Altice in 2017, Rich founded Powers Interactive in 2022 to continue driving innovation in audience targeting and engagement in political advertising.
Jordan Lieberman
CEO
  • A University of Pennsylvania graduate, Jordan began his career as a campaign manager before moving into political advertising.
  • He led Campaigns & Elections magazine and later joined Audience Partners as Politics and Public Affairs lead.
  • Following the Altice acquisition in 2017, Jordan held leadership roles at data-driven media firms before reuniting with Rich and the team to become CEO of Powers Interactive.
Linda Montemayor
CLO & COO
  • Linda earned her J.D. from Columbia Law School and served as General Counsel and Chief Compliance Officer at Audience Partners, ensuring campaigns complied with evolving ad regulations, platform policies, and disclosure requirements.
  • Linda continued as VP of Legal following the Altice acquisition before joining Powers Interactive in March 2022, expanding her role to include oversight of back-office functions.
Dave Powers
SVP Ops
  • Dave began his career at LSF Interactive, where he managed strategic accounts.
  • In 2011, he joined Audience Partners to build and lead its Ad Operations team, playing a key role in scaling programmatic political advertising capabilities.
  • After the Altice acquisition, Dave continued in senior operational roles before reuniting with the team at Powers Interactive in February 2022 to oversee campaign execution.
Connor Masterson
VP, AI & Automation
  • Connor is a career entrepreneur who founded Jobly in 2013 to connect college students with job opportunities nationwide.
  • In 2017, he launched Mission Ctrl to build, consult, and fund innovative ventures.
  • Connor began working with Powers Interactive in 2022 as a consultant and joined full-time in 2023 to lead development of the company's technology stack across all business functions.
Management to confirm bios
Company Overview

Organizational Chart

21 Total Employees — 5 Employees Dedicated to Management — 11 Employees Dedicated to Sales — 4 Employees Dedicated to Operations — Accounting (1)

# = Years of Industry Experience

Management Expertise

Sales Expertise(1)

Operations Expertise

Rich Masterson
Chairman
XX yrs
Jordan Lieberman
CEO
XX yrs
Linda Montemayor
CLO & COO
XX yrs
Dave Powers
SVP Ops
XX yrs
Connor Masterson
VP, AI & Automation
XX yrs
TBU – Please provide company org chart
Company Overview

Case Studies

TBU
TBU – Please provide case studies
VI
Financial Summary
Financial Summary

Historical Financials with MD&A

Powers Interactive Income Statement Actual Budget
$ in Millions 2023 2024 2025 2026
Advertising Service Revenue$[x.x]$[x.x]$[x.x]$[x.x]
Commission Revenue$[x.x]$[x.x]$[x.x]$[x.x]
Total Revenue$[x.x]$[x.x]$[x.x]$[x.x]
Revenue Growth (%)[x.x]%[x.x]%[x.x]%[x.x]%
 
Gross Profit$[x.x]$[x.x]$[x.x]$[x.x]
Gross Margin (%)[x.x]%[x.x]%[x.x]%[x.x]%
 
Operating Expenses$[x.x]$[x.x]$[x.x]$[x.x]
Operating Income$[x.x]$[x.x]$[x.x]$[x.x]
(%) of Revenue[x.x]%[x.x]%[x.x]%[x.x]%
 
Other Income (Expenses)$[x.x]$[x.x]$[x.x]$[x.x]
EBITDA$[x.x]$[x.x]$[x.x]$[x.x]
 
Net Adjustments$[x.x]$[x.x]$[x.x]$[x.x]
Adjusted EBITDA$[x.x]$[x.x]$[x.x]$[x.x]
Adjusted EBITDA Margin (%)[x.x]%[x.x]%[x.x]%[x.x]%

FY '23 – '25 Commentary

TBU
[]
To be updated once 2025 is finalized and model/QoE is complete
Financial Summary

Projection Financials with MD&A

Powers Interactive Income Statement Actual Projected
$ in Millions 2025 2026 2027 2028
Advertising Service Revenue$[x.x]$[x.x]$[x.x]$[x.x]
Commission Revenue$[x.x]$[x.x]$[x.x]$[x.x]
Total Revenue$[x.x]$[x.x]$[x.x]$[x.x]
Revenue Growth (%)[x.x]%[x.x]%[x.x]%[x.x]%
 
Gross Profit$[x.x]$[x.x]$[x.x]$[x.x]
Gross Margin (%)[x.x]%[x.x]%[x.x]%[x.x]%
 
Operating Expenses$[x.x]$[x.x]$[x.x]$[x.x]
Operating Income$[x.x]$[x.x]$[x.x]$[x.x]
(%) of Revenue[x.x]%[x.x]%[x.x]%[x.x]%
 
Other Income (Expenses)$[x.x]$[x.x]$[x.x]$[x.x]
EBITDA$[x.x]$[x.x]$[x.x]$[x.x]
 
Net Adjustments$[x.x]$[x.x]$[x.x]$[x.x]
Adjusted EBITDA$[x.x]$[x.x]$[x.x]$[x.x]
Adjusted EBITDA Margin (%)[x.x]%[x.x]%[x.x]%[x.x]%

Projections Commentary

TBU
[]
To be updated once 2025 is finalized and model/QoE is complete
Financial Summary

EBITDA Adjustments

Powers Interactive Income Statement Actual TTM
$ in Thousands 2023 2024 2025 Oct-25
Reported EBITDA$[x.x]$[x.x]$[x.x]$[x.x]
EBITDA Margin (%)[x.x]%[x.x]%[x.x]%[x.x]%
 
EBITDA Adjustments
1. TBD$[x.x]$[x.x]$[x.x]$[x.x]
2. TBD$[x.x]$[x.x]$[x.x]$[x.x]
3. TBD$[x.x]$[x.x]$[x.x]$[x.x]
4. TBD$[x.x]$[x.x]$[x.x]$[x.x]
5. TBD$[x.x]$[x.x]$[x.x]$[x.x]
6. TBD$[x.x]$[x.x]$[x.x]$[x.x]
7. TBD$[x.x]$[x.x]$[x.x]$[x.x]
8. TBD$[x.x]$[x.x]$[x.x]$[x.x]
9. TBD$[x.x]$[x.x]$[x.x]$[x.x]
10. TBD$[x.x]$[x.x]$[x.x]$[x.x]
Total EBITDA Adjustments$[x.x]$[x.x]$[x.x]$[x.x]
 
Adjusted EBITDA$[x.x]$[x.x]$[x.x]$[x.x]
Adjusted EBITDA Margin (%)[x.x]%[x.x]%[x.x]%[x.x]%

EBITDA Adjustment Commentary

TBU TBU TBU TBU TBU TBU TBU TBU TBU TBU
To be updated once 2025 is finalized and model/QoE is complete
Financial Summary

Balance Sheet Summary

Powers Interactive Balance Sheet Actual As of Month End,
$ in Millions 2023 2024 2025 Dec-25 Dec-26
Cash & Cash Equivalents$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Accounts Receivables$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Prepaid Expenses$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Other Assets$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Total Assets$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
 
Accounts Payable$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Accrued Expenses$[x.x]$[x.x]$[x.x]
Deferred Revenue$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Other Current Liabilities$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Total Liabilities$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
 
Member Distributions$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Member Investments$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Retained Earnings$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Net Income$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]
Total Equity$[x.x]$[x.x]$[x.x]$[x.x]$[x.x]

FY '23 – '25 Commentary

TBU
[]
To be updated once 2025 is finalized and model/QoE is complete