Also, please be advised that today's conference is being recorded. I will now like to turn the call over to Barry Sloan, CEO of NewtekOne. Please go ahead. Thank you very much, and welcome everyone to Newtek's presentation of our divestiture of Newtek Technology Solutions merged into Paltalk IPM. Today, joining me on today's call is Jason Katz, CEO and Chairman of the Board of Paltalk IPM, and I'm Barry Sloan, CEO and Chairman of the Board of NewtekOne. After today's presentation, we will have a Q&A session. First, I'd like to read forward-looking statements for the presentation. Certain statements made during this call may be forward-looking statements within the meaning of rules and regulations of the Private Securities Litigation Reform Act of 1995 and are based on the current beliefs and expectations of NewtekOne and Paltalk's management, are subject to significant risks and uncertainty. Actual results may differ materially from those set forth in the forward-looking statements. Please see sections titled Note Regarding Forward-Looking Statements, Forward-Looking Statements, and Risk Factors as Applicable in NewtekOne and Paltalk's Filings with the Securities and Exchange Commission, which are available on NewtekOne's website, and it's also on Paltalk's website, and it's also on Securities and Exchange's website. Any forward-looking statements made on behalf of NewtekOne or Paltalk speak only as to the date that they are made. Neither NewtekOne nor Paltalk will undertake to update any forward-looking statements to reflect the impact of the circumstances or events that arise after the date the forward-looking statements are made. Once again, we appreciate everyone attending NewtekOne and Paltalk's conference call announcing the January 2nd, 2025, closing of NewtekOne's divestiture of Newtek Technology Solutions to Paltalk, Inc., which will now be known as Intelligent Protection Management Corp., or IPM. Intelligent Protection Management Corp's common stock currently trades on the Nasdaq under the ticker PALT, but will begin trading on Nasdaq under the symbol IPM beginning on January 2nd, 2025. As I mentioned previously, on the call today with me is the CEO and Chairman of the Board of Paltalk, Jason Katz. As a background, in August of 2024, NewtekOne and Paltalk announced the entry into a definitive merger agreement pursuant to which NewtekOne agreed to sell Newtek Technology Solutions to Paltalk. As previously disclosed, in connection with NewtekOne's acquisition of Newtek Bank and transition to a financial holding company, NewtekOne made a commitment to the Board of Governors of the Federal Reserve to divest or terminate the activities of NTS by January 6th, 2025. Newtek Technology Solutions, with approximately 17,000 customers, provides dedicated server hosting, cloud hosting, data storage, managed security, backup, disaster, and recovery, and other related services, including consulting, implementing technology solutions for enterprise and commercial clients across the United States. Pursuant to the merger agreement, Paltalk paid to NewtekOne $4 million in cash, subject to certain purchase price adjustments. Issued to NewtekOne $4 million shares of a newly created series of Paltalk, non-voting preferred stock, the Series A Non-Voting Common Equivalent Stock. In addition, NewtekOne may be entitled to receive an earn-out of up to $5 million, payable in cash or preferred stock, or a combination thereof, determined in IPM's discretion based on NTS's or Newtek Technology Solutions' achievement of certain cumulative average Adjusted EBITDA thresholds for 2025 and 2026. Based on the number of shares Paltalk's common stock currently outstanding, NewtekOne's equity interest in Paltalk currently represents, on a fully diluted basis, approximately 30.3% of Paltalk's total equity. I would note NewtekOne's equity interest is non-voting, and we currently anticipate holding the equity. It is possible as the expectation can change due to circumstances. We anticipate NewtekOne's equity interest in Paltalk will be reflected on our balance sheet and valued on a quarterly basis. In looking at the performance included in Paltalk's proxy, NewtekOne believes that the combined entity as of September 30, 2024 is well capitalized. First, as of September 30, Paltalk had $12 million of cash. September 30, 2024, Paltalk had $12 million of cash and cash equivalents on its balance sheet and no long-term debt. Second, Paltalk was recently awarded a significant judgment for patent infringement against Cisco Systems, which Jason can speak to. This judgment remains subject to post-trial proceedings, including any potential appeal by Cisco. So based on these factors, we believe IPM will be well capitalized and in a great position to grow the business in the future. For more information regarding NTS's historical financial performance, we refer you to NewtekOne's previously disclosed quarterly earnings materials, their 10-Ks, their 10-Qs, and press releases and conference call information. Moreover, Newtek Technology Solutions' entire staff and management team of 47 professionals are now employees of IPM and are expected to continue to expertly manage NewtekOne's and its subsidiaries' information technology infrastructure and security as it has been doing since we acquired NTS in 2004, in excess of two decades ago. Jared Mills, who was a Newtek Technology Solutions president, is now the president of IPM. NewtekOne's newly hired Chief Technology Officer, Ron Ley, will manage the IPM-NewtekOne relationship going forward from a vendor-client perspective. In addition, we anticipate NewtekOne will continue to refer business to IPM. As Intelligent Protection Management powered by IPM, we are very confident that the new owners of NTS will continue to provide the excellent product set, services, and solutions that the organization has provided to its customer base for over 20 years. We're extremely confident that Jason and the rest of the management team of Paltalk will continue to provide NTS's customers, including NewtekOne, with outstanding service going forward. I'd now like to turn the call over to Jason Katz, the Chief Executive Officer of Paltalk. Jason, can't hear you. Operator? One moment, please stand by. Operator, are you there? Yes, I'm here. Jason? I'll tell you what, I'm back. I'm sorry, I lost my internet. Okay. Go ahead, Jason. We ready for me? Ready for you. All right. Sorry, everybody. Internet glitch. Jason, are you there? We might have lost you again. All right, Operator, I'm going to read Jason's prepared remarks, if that's okay. Everybody, this is coming from Jason Katz. These are his prepared remarks, which I'll read from Paltalk. "We strongly suggest you take a look at ipm.com, the newly launched website. IPM will be a managed cybersecurity, public, private, and hybrid cloud hosting professional services, software, and hardware procurement company that we believe is the perfect solution for our clients and many large institutions as we perceive the growing demand for managed IT, particularly with the growth of artificial intelligence in the economy. We believe that IPM is ripe for growth, both organically and through potential accretive acquisitions in the future, and that the acquisition of Newtek Technology Solutions presents a unique and accretive growth opportunity that is consistent with Paltalk's strategic focus on technology while providing increased scale, new customers, and greater geographic diversity, therefore increasing stockholder value. Paltalk was recently awarded a judgment in its patent infringement lawsuit against Cisco Systems, Inc. The going-forward IPM will have all the patents held in the public company despite having divested of its core video chat products and certain other assets prior to the closing of the merger. Important to note that on July 23rd, Paltalk Holdings, a wholly-owned subsidiary of Paltalk, filed a lawsuit against Cisco in the U.S. District Court for Western District of Texas, pursuant to which Paltalk alleged that certain of Cisco's products infringed U.S. Patent number 6,683,858 and that Paltalk was entitled to damages. On August 29th, the jury awarded the company $65.7 million in connection with the lawsuit. The exact amount of the award proceeds to be received by Paltalk will be determined based on a number of factors and will reflect the deduction of significant litigation-related expenses, including legal fees. Consequently, Paltalk, now IPM, estimates it will receive no more than one-third of the gross proceeds in connection with the award, subject to post-trial proceedings, including any potential appellate proceedings by Cisco. In closing, Jason would like to emphasize how excited we are to announce the closing of a transaction that we believe will be transformative for IPM and our stockholders. We look forward to what 2025 will bring as we begin to integrate NTS into our business. Operator, at this point in time, we'd love to take Q&A. By the way, Barry, thank you for covering for me, and I'm back now, so here for the Q&A, and great job with my statement. Thank you. All right. Thank you very much, Jason. Thank you. As a reminder, if you would like to ask a question, please press star one one on your telephone. If you'd like to remove yourself from the queue, please press star one one again. We also ask that you please wait for your name and company to be announced before you proceed with your question. One moment while we go ahead and compile the Q&A roster. The first question for today is coming from Harold Illich of UBS Financial Services. Your line is open. Thanks, Operator, and thanks, Barry and Jason, for fielding this session. This question is really more directed to Barry. I've been listening to the Newtek calls for quite some time, and over that period of time, you've made what I think has been a very persuasive case that having a diversified stream of revenue was accretive to Newtek and that having a full suite of services for your clients was important to your ability to retain and hold on to the clients that you have, and I'm wondering whether this particular transaction in some way alters that or how you see this going forward. Harry, I appreciate the question. When we made a decision over two years ago to acquire a bank due to the bank holding company regs, it did require us to take a look at the business of managing people's IT, which was questionable whether it fit into the box of what a financial holding company or bank company could do. So we agreed with the Fed that we would divest of it. In doing so, we could have sold the entire business for cash and just liquidated it and got out of it. We loved the business, and we found a partner in what is now known as IPM that was willing to issue us the public shares. Now, it's going to leave us with different accounting treatment. It's not going to consolidate. We don't control or run the business. We do have a board seat of representation. However, we still believe that the shares that we receive, which will be, I guess, marked to the market, the accounting isn't baked, but most likely will be marked to the market on a quarterly basis going forward, will provide great value to us on an ongoing basis, so we believe that we still have a play in a business that we think today managing people's security, their software and hardware, cloud infrastructure, public, private, and hybrid cloud, as well as particularly the trend with artificial intelligence and the need for data center management, professional services, managed solutions will be valuable. We really like our investment, and this was something that we needed to do, but we don't think it will hurt us with respect to shareholder value. As a matter of fact, this was the deal that we were looking for. We're pleased to get introduced to Jason Katz of the now-known IPM. Take a look at the website. I think you'll be impressed, and we feel that we're in a good spot, and obviously, they're going to be managing our IT, which we're very comfortable with because there's a great management team over there led by Jared Mills and our customers as well, so Harry, thanks for your thoughts. Barry, just a follow-up. Is this going to be seamless to the end user, to a Newtek, to somebody who uses other Newtek services to sort of be able to use this as well? I would say the answer to that is no because the services are going to be performed by IPM. We will probably refer people to the organization as Newtek Technology Solutions or NTS powered by IPM, but the customer will clearly know without question, whether it's on our site or in the contract, that it's IPM, a publicly traded company that is performing the service. Appreciate it. Thanks, both of you. Thank you. One moment for the next question. Our next question will be coming from Crispin Love of Piper Sandler. Your line is open. Thank you. Good afternoon, everyone. On the potential earn-out for Newtek of up to $5 million, can you just give a little bit more detail there? Barry, I think I've seen you in writing, and then you mentioned on the call today that it's going to be based on adjusted EBITDA thresholds for 2025 and 2026. But can you give a little bit more detail on what those thresholds are and how that would compare to actual EBITDA numbers for NTS in recent years, such as the $2 million that you mentioned on the last quarter's earnings call? Appreciate it, Chris. What I would tell you at this point, I've sort of been instructed for the purpose of this call, and I hate to do this to you because it's not going to be that informative at this point, to stay away from financial numbers. However, from a valuation standpoint going forward, we will be able to disclose that most likely in our upcoming conference call. And I do believe that the merger agreement probably does have those details in it. We feel that the earn-out is something that is of value to Newtek, and we negotiated for it. It obviously has to be hit. But for the purpose of this call, I've been muzzled, one of my favorite things, not to be able to talk about numbers. So I apologize in advance, but hopefully, we'll be able to break through that at the upcoming earnings call. Fair enough. I completely understand on that. And then just on the preferred ownership stake, will that be converted into common, and then when would that take place? I mean, it sounds like you'll have a mark-to-market on a quarterly basis. Is that right? We'll have a mark-to-market most likely, and once again, I want to be clear, the accounting isn't baked, and this is somewhat of a forward-looking comment, which I asked the participants to be guided with my forward-looking statement disclaimer earlier, but we believe it'll be mark-to-market on a quarterly basis, and that will be without a vote. We're very limited to what we can hold from a voting perspective, but we really like the shares, and for those of you that are willing to do a little digging, if you look at the September historic cash balances that we talked about and you back into public releases on the potential award, there's pretty good value in the stock to take a look at. That's up for everybody to determine and do their own work on. And then you've got the value of NTS, which historically you can go back and look at what we said in conference calls. You could look at valuations that we had as a BDC, but everything I'm telling you is backward-looking and was good then and may not be good today. Great. Thank you, Barry. Appreciate you taking my questions. Thank you, Chris. Thank you. One moment for the next question, and our next question will be coming from Stephen Moss of Raymond James. Your line is open. Good afternoon. Hi, Jason. Barry, how's it going? Just following up on the holding here of Paltalk, is there a minimum lock-up period as we think about the shares and when you could sell? Yeah. I believe, and this is in the proxy, there's a minimum lock-up of a year. But as we said earlier, we like the investment, and hopefully, it'll do very well for us, and we'll hold it for a long period of time. And that's why we did the deal because we theoretically had choices, and we chose to own shares in the publicly traded company and get the benefit of this exciting market to manage people's IT remotely. And we know the business. We like the business. And with the entity as a pure play and not kind of stuck within the NewtekOne infrastructure of many different offerings, we think it probably has a greater opportunity to flourish in the spin-out. Got it. Okay. Appreciate that. And maybe since I have you here in the public call, I was just kind of wondering here, it's been, things have changed since your earnings call post-election. Just kind of wondering if you could give us maybe a little bit of a business update as to kind of what activity you're seeing on the customer side and where you feel things are today. Yeah. I think that it's a good question, and I think we all get hung up in the concept of what's GDP and what's unemployment. And I think that what we're aware of is being in these markets for over two decades, the averages are great, and GDP is an average. What I mean by that is you got some businesses that are going and blowing and doing great, and then you got some that are falling off the cliff, so I think that there is some weakness in credit, and we're experiencing that, but doing this for 20 years and going through 2008, 2009, it's not beyond our expectations. Consumer spending is still very strong, and that's extremely important relative to the merchant business and a lot of our borrowers. There does not appear to be what I would call geographic weakness, or you've got certain states doing better than others, and we are very geographically diverse. Just to remind the audience, in our SBA portfolio, average loan size is, I think it's $120,000-$130,000 of the uninsured portions of these loans. So I don't think there's a financial institution that's got an average loan size that low. So we're very, very big on diversification in credit industry and ZIP code. We feel pretty good. And relative to this particular business, IPM going forward in our investment, there's an insatiable appetite right now for professionals that know how to provide architecture, engineering, procurement, and managed solutions. So we feel pretty good about the business prospects going forward, and historic guidance that we've given is still good at this point. Got you. So maybe on the origination guidance, which you guys gave earlier in December, you're feeling good about that. But just kind of on the, in terms of the credit weakness, is it just more delinquency-driven, or is it a little more charge-off content here going forward? Fully within our expectations, and I think the most important thing I can tell you is our ROAA, our ROTCE are very strong, and they've also got projections of delinquencies and charge-offs, so one of the things we look to do going forward is to give a more full-throated depiction of what those numbers look like, probably for the four quarters, so you can see what those numbers are, give a little bit more transparency to the marketplace, and that might make it. It certainly will make it easier for yourself and other investors to get their arms around where we are. We are not a portfolio that's a typical $300 million-$350 million bank and $1.7 billion holding company that has 25-50 basis points of charge-offs. Ours are multiples of that, but our returns, including high reserves, high capital, and high loan loss expectations, still deliver those types of returns. And I think, once again, important to note that we've put projections out there that should be indicative that we're in the right standing and are going to be allowed to continue to follow the plan that we set out when we acquired the bank. So no changes there, Steve. Okay. Great. Thanks, Barry. Appreciate all the color here. Thank you. Thank you. One moment for the next question. And our next question will be coming from the line of Allen Klee of Maxim Group. Your line is open. Oh, hi. I assume this is for Allen Klee. I had some questions on the IPM. So the first question is, how do you think about how the company will operate differently as a separate standalone business? Jason? Yep. Hi, Allen. Actually, I don't think it will operate very differently. As Barry said earlier, there are 47 IPM employees coming along. That's the entire team. Jared Mills is the president of IPM. He'll remain the president of IPM. So I think it will operate more or less as it has operated, again, with NewtekOne being the largest customer. The difference is it'll now be in its own vehicle in a public company, which we think was a great opportunity for us to give it much greater visibility. Cybersecurity and managed hosting, we think, are amazing growth areas, and we're going to give our full-throated effort to growing the business, both by growing it organically but also through acquisition. Thank you. And following up, what actions will you be taking to focus on organic growth? And then any thoughts on the cost structure and potential cost synergies? Sure. It's interesting. I think I dropped out just as I started reading my portion, which suggested looking at IPM.com, which I suggest everybody do. It's a wonderful chance for us to rebrand. The website is up at IPM.com. Earlier, Barry, I think, had alluded to the stock symbol changing on Paltalk on the 2nd. That is not right. It will change over on Monday, January 6th. We'll start trading as IPM, so not tomorrow, but the next trading day after that on January 6th. And inside the public company, I'm sure most people on this conference, you are an exception, Allen. You've followed Paltalk before. We have great ability in PPC marketing in general and being able to market to customers online. We were an app business, so we're not an app business anymore. We've divested that, but we're able to bring that marketing expertise to bear. And again, focusing on cybersecurity, managed cybersecurity, everybody needs that for sure. Also, procurement is an excellent area for us to focus on and grow. Barry knows this a lot better than I do because we've just closed on the business today, but there's significant procurement revenue, and we're a reseller, Gold or Platinum, or high status with just about everything. So we're a good one-stop shop, both internally for professionally managed hosting and cybersecurity, but also we can procure any goods that anybody needs. And we've been running a public company. I I have personally since 2019. I merged the company back in 2016. So we have almost nine years of public company experience. Our CFO, Kara Jenny, is not here today, but she's been a prior CFO at two other public companies. So we have a very strong management team and a long history of being a public company. Now we're a pure play on cloud hosting and cybersecurity, as Barry said. We're very bullish on that. Thank you. My last question is, will the management of the new company be compensated on any financial metrics? I'm not sure what I can share about that, although I believe everybody's employment agreement inside IPM has been filed. That would be me and Kara and Jared and Adam Zalko. There's various metrics that are important. Obviously, revenue is important, and obviously, EBITDA is important as well. It had been mentioned earlier about NewtekOne having an earn-out, which they do based on certain thresholds. Again, but we're not talking about specific numbers. I would refer everybody back to what's been published online, including in our proxy. Okay. Good luck. Thank you. Thank you. Thank you. One moment for the next question. And our next question will be coming from the line of Christopher Nolan of Ladenburg Thalmann & Co. Inc. Your line is open. Hi. My questions have been answered. Thank you. Thank you, Chris. Thank you. One moment for the next question, please. Our next question will be coming from the line of Bryce Rowe of B. Riley. Your line is open. Thanks a lot. Good afternoon. Barry, just maybe a bit of a housekeeping question here. I understand from the queue that the NTS, now I guess IPM assets, were transferred to held for sale. And so curious if the, I guess, the intangible assets that are currently in that held for sale status. Is there a chance that they will here change as of December 31? And then just wanted to confirm that the jump in tangible book or book value per share or tangible book value per share, second quarter to third quarter, did reflect the transaction that, I guess, was pending at the time. Got it. So Bryce, once again, I appreciate the question. And I've kind of been asked to stay away from hard numbers, which I will do. I would state that for the most part, given what the historic book value was of the enterprise versus what we've received with where the current stock price is, I don't think you're going to have anything major or material in either direction, at least for December 31. Okay. Okay. Once again, that is a forward-looking statement that you can't put any credence in. Yeah. Yeah. Understood. Okay, and my other questions were asked and answered, Barry, so I appreciate the time. Thank you, Bryce. Thank you so much. Thank you. One moment for the next question, and the next question will be coming from the line of Nicholas Bruno of Raymond James. Your line is open. Thank you, guys, for the call. This is Nick with Raymond James. Wanted to ask Barry a quick question. Why did you elect to go this route versus, let's say, selling to private equity? What was the benefit to NewtekOne? Yeah. I think, Nick, as we looked at the choices with respect to, I'll use the word divestiture, it clearly meant that we needed to no longer have a controlling interest in the activities. I guess to a certain degree, we could have kept the infrastructure, used it to manage our own IT, and I guess gotten rid of the customer accounts. That was ultimately the rub that was, I think, a regulatory prohibition relative to financial holding company limitations. So as we looked at the array of opportunities, which is sell a business for cash, sell it for cash in a note, take a minority stake with maybe a private equity firm or a strategic, we picked the choice that we believe will continue what I'll call a pure play in the space. Given the relationship with Paltalk IPM, with Jason Katz, the management team that we're familiar with, their willingness to effectively divest of all the existing assets with the exception of the patents, which obviously appear to be valuable given what just transpired with the Cisco verdict, we believe that owning shares in a publicly traded company at the current valuation made a lot of sense for all of Newtek shareholders. In addition to the fact that the entire NTS management team is moving over there to form the employee base. Now, obviously, there's quite a bit of infrastructure that Jason and IPM is going to provide going forward: accounting, CEO, managing a public company, compliance, all that stuff. It made a lot of sense for us. In addition, we're able to continue to smoothly transition our business without an overarching concern that our IT is being managed by somebody new and somebody different and that the world is going to change on us. So that is our belief. We have negotiated, I think, a good deal with the going company. Ron Ley, our new Chief Technology Officer, is going to manage the vendor relationship. And from that perspective, it's business as usual. So no interruption on the great service and solutions that the formerly owned company will be providing to us going forward as a client, an investment in a business that apparently everybody likes: cloud, managed cloud, security. I mean, these are some of the hottest segments in the market. Now it's up to Jason and his team to perform, and I feel very good about that in combination with Jared Mills' entire infrastructure. So, that was the reason versus selling it for cash, hoping somebody would do the job that the current team is doing that I'm confident will do, and the fact that we still have nice upside in a business that I think is attractive. Awesome. Makes sense. Thanks, Barry. Thank you. Thank you. One moment for the next question. And our next question will be coming from the line of Tim Switzer of KBW. Please go ahead. Hey, good afternoon, guys. Most of my questions have been answered here. But Barry, could you explain, is there any deal synergies between the combinations of these companies that can maybe help provide some new capabilities or features to New Tech and its customers at all? And what's the long-term plan on development? I would say, once again, to be very clear and transparent, the existing Paltalk business, I believe as of today, has been totally divested of it. That was one of the parts of the merger agreement. So I think that the biggest benefit is that the entity in and of itself will be pure play IT and not buried into the Newtek infrastructure. Now, I'd like to think that this wholly owned subsidiary, historically, we weren't an obstructionist, and we're going to continue to refer customers to them. Why? Because we know them. They manage our IT, they manage our core, they manage all of our sensitive data, and they've done a great job. But relative to the concept of synergies, the biggest synergy is this is going to be managed by Jason and Jared, and it reduces the burden for NewtekOne to have to take this business on its shoulders. We're passing the baton. We're very confident that they'll do a great job. We do have board representation. We're going to pay attention as a client to make sure that our needs are met. But the biggest synergy, I could tell you, is that the purpose of developing the business will now fall onto people outside of the Newtek realm. Okay. Great. Thank you, Barry. Thanks, Tim. Thank you. I will now return the call back over to Barry Sloan for closing remarks. Please go ahead. Great. Jason, anything you want to, before I finish, anything you want to address the group on? I'd add one thing, Barry. You said we've divested everything, but we retain something called ManyCam, which is not a chat software. It just does backgrounds for actual video conferencing and that sort of thing, which is really enterprise-facing. Of course, we retain the eight patents you talked about earlier, and we also retain all of the cash on our balance sheet. So we're very, very well capitalized and excited. The last thing I would just add, which didn't come out in here, I have a 25-year history in the internet and app development. I started Paltalk from scratch in the late 1990s. So we saw the cloud grow up right in front of us and transitioned all of our stuff there. While on the surface, it may look like we're just an app company, we're not. We've developed incredible expertise in both cloud and cybersecurity, in fact, so the fit, while it wasn't obvious initially, is a very good one, and we're hyper-committed to prioritizing all of the customers, but especially NewtekOne, and we retain the entire management group and employee group at IPM, so we're very bullish on the area, and we think it'll be a very good synergistic relationship going forward. Thank you. Yeah. And look, I would say this in conclusion, we are very much looking forward to being as supportive as we can, both on the board as well as a client and referring business to IPM. We're extremely confident of the path of the company and the direction. And most importantly, the need from our customers and customers all across the United States for safety and security and the ability to manage cloud-based infrastructure, particularly with the growth of artificial intelligence and really sophisticated hardware and software solutions that are constantly changing. So with that said, I look forward to listening to Jason's conference calls in the future and being a shareholder. And thank you all for paying attention and understanding where we wanted to today make everybody aware of what our viewpoint and reason for doing the transaction was. If you look at our historic comments that we've made and things of that nature, I think you'll see there's a good reason to take a look at IPM. Thank you, Operator. Thanks, everybody, for joining today. Thank you. Thank you all for joining today's conference call. You may now disconnect, and everyone have a great evening. Thank you.