Good day. Thank you for standing by. Welcome to the Newtek Business Services Corporation Second Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. Please be advised that this conference is being recorded. I would now like to turn the call over to your speaker today, Barry Sloane, President and CEO. Please go ahead.

Good morning, everybody, and greatly appreciate everyone attending our Q2 second quarter financial results conference call. I'd also like to welcome Nick Leger this morning to the call, who will be joining me. Nick is our Executive Vice President and Chief Accounting Officer. In addition, we have invited several Newtek executives to the call today in a listen-only mode. I'd like to introduce Nick Young, who was hired over a year-ago as Chief Risk Officer of Newtek Business Services Corp; John McCaffery, Executive Vice President of Finance, Newtek Business Services Corp; Kelvin Lui, Senior Vice President of Operations, Newtek Business Services Corp; and John Vivona, who just joined us this week as SVP of Risk Management, Newtek Business Services Corp. I point these four individuals out primarily because these will all be executives that will be joining the Newtek Bank subject to regulatory approval. Once, we subject to approval, complete the acquisition of National Bank of New York City. Nick Young will become the President and Chief Operating Officer. John McCaffery who's been with us for about six months will be the Chief Financial Officer of Newtek Bank. Kelvin Lui will be the Chief Digital Officer of Newtek Bank. Kelvin has been with us a little over seven or eight months. And John Vivona, new recent hire will be joining us as Chief Compliance Officer. In addition, many of you are familiar with Peter Downs, who's been with Newtek for over 19 years will be maintaining his position as Chief Lending Officer. Peter is also President of Newtek Small Business Finance, and he'll be joining the bank. Jared Mills, who's the President of Newtek Technology Solutions, will be moving over as Chief Technology Officer of the bank as well. The purpose of introducing all these people is to just give everybody a very strong indication that we are prepared for this acquisition subject to approval. Many of these executives are already part of our budget for the existing business going forward and have already been involved in our expense structure in Q1 and Q2. We are very excited about our future and look forward to presenting to you today. I'd like to call everyone's attention to Slide 1 on the deck. For those of you that are following on our website, it's in the Investor Relations section in Presentations. There is two decks there today that we will be looking at. The first is the financial results conference call, and the other deck is the updating pending acquisition of National Bank of New York City. For those of you that are online, you could follow the deck through the Internet connection that you currently have. So please call your attention to the forward-looking statement on Slide number 1. Slide number 2, we always start off with our returns. These are as of July 29. As many of you are fully aware, the company has had a stellar track record of over the long-term of producing results. Our 10, five and three results, real strong. This has been a tough year for us. Obviously when we announced the bank deal, we are transitioning over with the expectation that we will get all of our approvals, which we will talk about today. And obviously we've done well, we believe with respect to paying our earnings in the form of a dividend as a BDC. Obviously the stock price has had a difficult run here, which does eat into total rate of return. Part of that is based upon obviously the difficulty in giving long-term guidance as a BDC or as a bank. Our analyst coverage, which we have for, are primarily BDC analysts and also have done a stellar job in this transition, but it does make it a little bit more challenging to report as well as what we will call a shareholder transition from shareholders that have been very much focused on the dividend of the dividend-only being concerned that as we become taxable entity that dividend perspectively will decline. With that said, let's go to Slide number 3. So let's talk a little bit about the potential transition into a bank. We'll be covering that on this call as well as our specific results in the quarter. On June 1, we had a Special Meeting of the shareholders and Newtek shareholders overwhelmingly approved the proposed authorization of the Board to withdraw its application. It's a 40s Act Company with 89% of the votes cast voting for the opportunity to withdraw that particular election. In the Proxy Statement, we described the rationale that management team and the Board believes as well as 89% of the shareholders that this is in the shareholders' best interest, which relates to a) lowering our cost of capital to the company over the long-term, b) having less of a reluctance on having to issue high cost of equity to continue to fund their growth because we are clearly a growth company, you could see that in the way we've delivered growth in dividends, growth in earnings, historically, particularly as a BDC and going forward, we will be able to grow the business using more core deposits in debt than having to rely upon equity and that's based upon the fact that BDCs have a 2 to 1 leverage cap of which we've been very conservative of a much lower number. So we've actually been able to grow our earnings or dividends historically as a BDC, without any excessive leverage and we believe that we will be able to benefit from that going forward. Also importantly, we will talk about this a lot on the call is in a bank holding company structure, owning a bank. We are extremely excited about unlocking value in the technologies that Newtek has built over the course of 20 years. We will be talking about the Newtek Advantage, our trademark product, which will be offered to clients through our dashboard, giving the business owners that we deal with every single day, a tremendous asset for their business. We are very, very excited about the potential to consummate our transaction with National Bank of New York City and become a bank holding company. Let's move to Slide number 4. Obviously, we will talk a lot about the benefit of our homegrown technology, which has been fantastic delivering us great financial results in the marketplace things of that nature. However, we are now going to be able to feature and showcase that technology through the NewtekOne Dashboard, which we positioned as the Newtek Advantage. We are also going to be evaluating licensing that post technologies such as NewTracker, which is our unique patented customer acquisition tool that allows us to acquire 1,000 to 1,500 clients a day without the use of bankers, brokers, branches, or BDOs as well as position the Newtek Advantage, the one dashboard that businesses will ever need. We hope to position ourself as the one company that our business clients will ever need to help them grow their business and become more successful. We are excited about the Newtek Advantage. I'd like to call everyone's attention to Slide number 5, where we really highlight what is the advantage in the Newtek Advantage. Well, through the Newtek Advantage and obviously a bank holding company and a banking structure, we are going to give our client base. And once again, I want to focus on that client base. It's the 30 million clients in the United States that the SBA Small Business Administration defines as independent business owners or small and medium sized businesses, a huge demographic representing approximately 50% of non-farm GDP. We are going to be able to give those clients personal banking relationships. We will illustrate that in the next slide, number six. We are going to give our clients analytics. We are going to give them frictionless software and transactional capability. We are going to give them the four things that other banks simply do not. I sort of use the expression what our competitors do in the space is they go to our client base, they take their money, that's a little bit of a course expression where they give them deposit taking capability and they may make you alone. That's about it. In most cases, they take the client and they push them into their retail system with the retail product. That's not what Newtek Bank or Newtek will be doing for its client base. Let's go to Slide number 6. There in lies the Newtek Advantage. The most important thing about the Newtek Advantage is our competitors have relationships with their customers where they may or may not know a single person at the institution. They may or may not know that one banker that's supposedly attached to the relationship. With Newtek and the Newtek Advantage, if you look at the left hand side of the screenshot, you are going to get six to seven relationships almost instantly. You will get a licensed insurance agent, you will get a payroll person, you will get a tech solutions person that could design a website or help you with domain name, can help you with email, can help you with managing your workload in private, public or hybrid cloud. You'll get a payment specialist, you'll get a lending specialist, you'll get a depository specialist and a relationship specialist sitting over the entire account. And these are people that you'll be able to go online, click on them and get a clear camera view. Everybody on camera, everybody with Newtek backgrounds to be able to talk and speak to them directly. It's the new concept of relationship banking in the year 2022 and 2023. No bankers, no brokers, no branches, no BDOs just solution specialists. So Newtek, you get relationships through the advantage. You are going to get analytics. You are going to be able to look at your payroll and compare your payroll, this time this year, this time last year, this quarter this year, this quarter last year, the same thing with your payment processing analytics, Visa, Discover, American Express, debit versus credit. Be able to analyze that data, be able to analyze those trends. You are going to be able to look at your web traffic, statistics and analytics, and you are going to be able to get help to try to grow your website to make it more effective through Newtek, through the solutions specialist and through the analytics in addition to transactional capabilities. We are going to talk more and more about the advantage as we go through this presentation. Real important, we think that the advantage is going to be similar to what I'll call the iPhone or the smartphone. People buy iPhones or smartphones not because you can make a better telephone call. They buy it for all the other things that you can do. And that's what the Newtek Advantage is going to do. Yes, you will have the ability to open up a high yield savings account, a CD, a business checking account. You have the ability to do that. That's the same thing as making a phone call, but look at all the other things you are going to get through the Dashboard and the Newtek Advantage. Let's go to Slide number 7. Slide number 7 reemphasize most of the things that I talked about previously, but also important to note in the future, we look forward to also offering Newtek tax and digital bookkeeping. We believe our clients want integration into GL. They want their payroll integrated. They want their payments integrated. They want their deposits integrated. These are the things that we will be working in 2.0 and 3.0, and these things could be on the agenda for 2023. Slide number 8. Let's segue back to the quarterly highlights and refocus on the acquisition and our future down the road. We had a really strong quarter for metrics, particularly in the area of 7(a) fundings, which is one of Newtek's flagship programs. We funded a record $200 million worth of SBA 7(a) loans. 112% increase over the year prior in that particular quarter. We are very, very excited about the unit growth. We funded 330 units in the quarter ended June 30, 2022, an increase of 154% in that period of time. For the first six months of the year, $363 million, once again, record funding 83% increase. Important to note our competitors in the SBA space flat for the year. Why are we doing better? When we are doing this without reducing the credit quality of our borrowers to the contrary, we tighten credit standards with a reduced approval rate presented the loan committee. Matter of fact, in the month of July, which is typically a difficult funding month, when you blow out a quarter, typically you blow your pipeline out. Well, we funded $62 million of 7(a) loans during July, 2022. Forecasting $750 million for the full-year, there will be a 33% increase, so $560 million last year. Also, important to note, which we will go through. A lot of the comparisons that we have in the income generated aspects were inflated in 2021 due to PPP. In the second quarter 2021 financial results, $25.5 million of PPP fee income. That's almost $1 a share. For six months, $49.7 million, $49.8 million approximately over $2 a share. I mean, we did almost – so if you look at our calendar year, last year of $3.47 of adjusted NII, you take $2, that's a $1.47. We almost did that in the first six months of the year with the same cost structure, but obviously getting back into our core business. We like the metrics. We like the plan we are on. We like the progress. We think we are really doing very well. On Slide number 9, some of the operational drivers that are creating this, what I will call a substantial overperformance versus our industry competitors. We've made changes to our NewTracker platform that's enabled us to transfer the data from the borrower to our lending process in a more seamless manner. Once again, no bankers, no brokers, no BDOs reducing friction. I think it's important to note some of our competitors in the 7(a) space with reduction in gain on sale premium, which we will talk about from a pricing perspective, something we really don't have much control over has actually forced people to curtail their lending activities because they almost can't make money in this environment because of their high cost to originate a loan. This is where our technology comes in. The ability to increase efficiencies and the ability to even though market forces are against us to continue to drive the results that our investors expect from us. We've made major changes in technology. We continue to receive approximately 100,000 referrals per quarter on average and those referrals aren't just for 7(a), they are for 7(a), they are for 504, they are for lines of credit, they are for non-conforming conventional loans and subject to the acquisition of National Bank of New York City. Those are referrals that we will be able to fit into the conforming C&I and conforming CRE book that will go into the bank. Important to note, we've made major changes at senior management level. Peter Downs made some great changes underneath them. Management team of Anna Pablo, Justin Gavin, Virginia Wiley, and their staff underneath doing a great job. Important to note, we are not standing still. We are moving forward. We are innovating. Business owners are going to be the beneficial parties of all this innovation and we are getting tremendous value in asset over the Newtek infrastructure. On Slide number 10, you can take a look at our pipeline growth. It is very, very clear that we've got a tremendous tailwinds going into the second half of the year with growth in our pipeline, particularly in the 7(a) space. Obviously, 504 a little bit more challenging. However, please notice the approved pending closing, which is important to be able to get us to our $150 million of closings between the end of the year. And we are very excited about our non-conforming conventional business, which we will talk about later on in the presentation. On Slide number 11, you can continue to see on an aggregated basis. Our pipeline is still strong and we look forward to a very good second half of the year. There's very good loan demand for us now. Is loan demand down overall? Well, I would say that in a tougher economy you are tightening your guidelines, but our referral numbers are up or being more selective and we are just outperforming the market in every aspect of lending. Being able to find the better credits, get to the clients, given a frictionless environment, process the business and put the loans on the books. On Slide number 12, we talk about – we view obviously as our secret sauce in all aspects of the business and we focus on growth and loan referrals, but referrals across payment processing, payroll, tax solutions, everything that we do, very, very strong. We've got 19 years in utilizing the NewTracker system and a broker, bankerless BDO and branchless manner. We are very, very excited about it. We've materially improved our technological lending applications. We continue to upgrade NewTracker. We continue to be able to get great data, which we will be able to mine in the future, which is really going to help our business. Let's move forward to Slide number 12. I also want to point out when you look at our headcount and staff on Slide number 13, this is not an outsource business. There is 480 employees that are currently on the Newtek payroll. After the bank acquisition, we expect to be north of 500, so we are not outsourcing our opportunities to third parties. Also, important to note, well, other companies are reporting labor reductions, we are adding the headcount. So I'm looking at a lot of the headlines, companies are cutting staff, they are reducing. We are adding staff. Obviously, you could look into that and have a good sense that management has expectations that it's excited, optimistic and looks to take advantage of what other people are looking as headwinds in their face. We look at it as an attractive opportunity to position ourselves for the future. Slide number 14, very important slide. So we talked about this in our last conference call, which is, differences in 7(a) lending and what we really wanted to begin to focus on where there are changes in the program that would affect income. We did not believe that some of these changes would affect the gain on sale prices, which you'll see on Slide number 15. I'm sorry, actually down the road a little bit more. So we'll wait a little bit. We will be a bit more patient. But I think it's important to note that our gain on sale numbers were tremendously reduced in the second quarter, but we were still able to meet number one, the quarterly adjusted NII projection we had out there and actually beat the six-month projection and we beat the street consensus for adjusted NII in the second quarter, which is about $0.72, we came in at $0.75. So we have a history of operating over 24 years through 2008, 2009 through the pandemic of being nimble, looking ahead and making sure that we position ourselves correctly. So once again, looking forward to Slide number 15 and talking about our performance with respect to dividends, we’ve had $0.75 dividend in Q2, represented a 7% increase over the same quarter in the prior year. We paid a $1.40 for Q1, Q2. If you look at that versus the current price, that was a very attractive yield for shareholders and we forecasted a dividend cumulative for the third and fourth quarter. It's difficult for us to forecast with precision here because we don't know when the exact conversion will occur. We are going to talk about on this call when we expect to get approval, when the bank will close shortly thereafter. So we wanted to try to give investors as much guidance as we could with the expectation that we will be able to pay a BDC dividend in Q3 and in Q4. We are forecasting a range of a $1 to a $1.50. At the lower end of the range, there will be $2.40 for the year, at the upper end of the range, $2.90 for the year. When we announced the deal back in August of 2021, we clearly had a tremendous transformation of shareholders. We talked about that in previous presentations. So we've paid out $3.35 in dividends since that time to this particular date. You put another $1 to a $1.50 on top of that, it's almost $5, it's like at a midpoint close to $4.40 to $4.60 for people that were upset that they weren't going to get their dividend anymore. They actually left a lot of dividend on the table. So with that said, we like the way we've been able to generate cash in the last four quarter, since we announced the bank deal, we are optimistic and believe that the forecast that we've given on dividends, particularly in the remaining five months presents an attractive yield to shareholders going forward. Slide number 16 talks about the comparative financials, which we acknowledge are difficult, particularly given that in the first six months of the year versus last six months of the year in 2021. There's about $50 million of PPP income that we don't get the benefit of. We do think we've transitioned nicely back into our core business with a great slope and growth position going forward with a great pipeline. So we feel very good about the financial results that we have reported in Q1 and Q2. Going to Slide number 17. I think it's important to note, we put up an adjusted NII of a $1.46 for the first six months of the year. Our midpoint was $1.45, so we are able to get a beat on that. And we feel we are very good about where we are with respect to wrapping up the end of the year. We are hopeful that we get approval from the Fed and the OCC to close the bank transaction. And we can begin to focus our efforts on a new financial structure going forward. Slide number 18 is a slide we use typically to show what a pro forma debt-to-equity reconciliation is. We sell quite a few government guarantees over the end of the quarter. So we have a big broker receivable. Once that broker receivable settles, our debt-to-equity ratio was 1.15 very low, very, very low. So you could see we're able to generate really attractive yields, really good income on this basis with very little financial leverage, obviously in a bank holding company structure. Owning a bank, we'll be able to get up to as much as 10 to 1, which really should be very beneficial for earnings per share. Slide number 19 is a slide we typically carry over from transaction from presentation to presentation. I think it's important to note 151,000 is the average unguaranteed retained balance. That number keeps going down and down. Very important to note that obviously smaller balances, greater diversification with a 19-year track record and default history and frequency, we've done 11 securitizations, we anticipate doing one or two between now and the end of the year. Our loans are prime plus two and three quarters. That's the max rate. That's the rate that we typically get. I don't think we've made any concessions on that in 12 years, a major difference between us and other competitors in the space like Live Oak Bank that originates loans in a brokered model and basically has to have significantly lower rates, lower gain on sale. It's just a totally different model. We're utilizing technology to acquire and process the business. They're using bankers, brokers and BDOs. Prime rate on a full adjustment, eight and a quarter. It's real important to know prime plus two and three quarters prime. We just hiked from four and three quarters, up 75 basis points to 5.5. There's another anticipated raise. We'll see if that comes through or not. But obviously this is great for a banking environment to really be able to have a real attractive net interest margin. Slide number 20 begins to address the issue of gain on sale. And this is a slide, which basically attempts to address the lag of prime rate and versus where treasuries are. So what's occurred with respect to the government guaranteed bonds that we sell into the market, which are prime-based floaters. Prime has lagged because the Fed has been behind the treasury curve. Matter of fact, just to give you an example, software on July 27 was 1.53%. Software as of yesterday, 2.3%. Prime was four and three quarters on July 27. Prime yesterday, 5.5%. Now when that prime rate change went through, our loans adjust 90 days in arrears so that when we're selling bonds into the market, we're not able to sell the bonds at the full coupon. That's why when you go to Slide number 21, you could see that we had a tremendous diminution in our gain on sale price of 9.2% for the quarter down from 12.05% gain on sale in the first quarter and down from 13.05% in the full calendar year. But if you take a look at the history because these are government guaranteed floaters. We do believe this is a primary determinant. There could be other determinants. That's our opinion. That's our guess. We do think that there will be a rebound in prices, maybe not in Q3, but hopefully in Q4 when prime begins to adjust back. But once again, that's our thought, that's our opinion, but we are proud of the fact that we're able to make our numbers even with almost a 20% decline in gain on sale premiums. On Slide number 22, one of our helping aspects of that was our net interest income trend. So you could see gross income for Q2 2022 sequentially from Q2 2021, almost up by $2 million, up to from $6.2 million, a very nice gain with net interest income going from $4.6 million to $5.1 million. Now that net interest income will improve because our loans change with a lag quarterly, but our interest income based upon our lines of credit change monthly. So that should be a nice catch up next month. Slide number 23 refers to the seasoning of the portfolio. That's important to note, we do believe that most of the defaults are behind us in a default curve. Slide number 24, important to note, look at that currency rate 98%. We work very hard with our customers. This is a function of making sure our clients have taken advantage of PPP. The IDR loans, NERC credits, and we're very aggressive in the servicing area. We typically have 40 to 50 professionals that work with our customers, $3 billion servicing portfolio regularly to keep them current, unlike 2008, 2009 because people are concerned about recession and decline. We don't have the over leverage with our client base. We don't have clients that have excessive amounts of, I'll call it, financial and operational leverage. Many of them are liquid personally, as well as professionally and that's led to an extremely high currency rate. We’re appreciative of the work that our team has done with the portfolio. This obviously is current as of June 30, to be fair and honest and transparent. We don't expect this particular rate to continue, particularly with rises in rates and inflation setting in with our client portfolio. But as we sit here today, we're in very good shape. I'd also like to point out on Slide number 25, we have a significant decrease in non-accrual loans at fair value on December 31, approximately $30 million, June 30, down to $25 million, a nice decline. Slide number 26 and 27 are classic slides that we continue to roll over presentation to presentation. Now let's move into the portfolio company review. Slide number 29, talking about our SBA 504 loan program. We're still sticking to our $150 million forecast. Our 504 loan business is an important business us. We have substantial lines of credit with Deutsche Bank, Capital One Bank, One Florida Bank. We look forward to having a good second half of the year. Slide number 30 talks about how that 504 business works. We are in the 504 business. Unlike the 7(a) business, we make a loan and typically the entire loan moves off our books. Second, gets taken out through SBA debentures, but first, typically gets sold at a gain on sale into the secondary market. Slide number 31 talks about the return on equities. And the return on equity, the 504 business, north of 30%, the return on equity in the 7(a) business also, north of 30%. This is how we are able to generate high ROAs as a BDC, high ROEs as BDC. And as we demonstrate in the illustration that we'll talk about shortly generate high ROAs and return on tangible common equity as a bank. We are very excited about our future, particularly lowering our cost of funds, but it does start off with the fact that we have a 20-year experience in these businesses, generating inexpensive great risk versus reward assets with a 19-year history in credit and financing capability to generate good returns on equity for our shareholders. Slide number 32, we talk about our non-conforming conventional loan program. Many people on this call that are familiar with us understand this business. We basically originate a type of loan. It began in 2019, that doesn't fit SBA 7(a) criteria. In some cases, it doesn't fit because the credit is too good. The borrower has too much liquidity, too much assets and would fail the credit elsewhere in test. In some cases it's because the loan is greater than $5 million, in some cases because the borrower only occupies less than 50% of the real estate. So there's some vaguery in the program, but this is a complete conventional loan. There's no government guarantee. And as of June 30, the balance of loans originated under this program, $84.2 million. In January of 2022, we did our first securitization, DBRS rated. We are very excited about that transaction, which we'll talk about in the next couple of slides. On Slide number 33, we are saying we're currently negotiating additional JV agreements. We are anticipating getting final signatures this week with an institutional investor, joint venture partner for $100 million of equity capital. We believe we can fund up to $200 million of non-conforming loans in 2022. And on a going forward basis, as we go to Slide number 34, the benefits of the non-conforming conventional loan program to Newtek and its enterprise, additional origination fees, additional servicing income, we typically service for 100 basis points on the full balance of the loan. These loans are hedged. The asset liability match them in the warehouse facility. They give us great operating leverage in the pipeline because loans that don't fit. 7(a), 504, ABL can fit this particular area. And this gives us the diversified income streams and really allows us to leverage our existing origination platform. In the bank forecast, we think we will do close to $400 million to $600 million of loans in 2023 and between $600 million and $1 billion loans in 2024. NCL securitization in Slide number 35. We did our securitization in January, 2028. It was $56.3 million Class A Notes, the securitization, which is modeled on NCL Business Loan Trust. 2022 notes are rated A by Morningstar. The weighted average gross coupon approximately 8.2% to 8.4%. The weighted average net coupon that went into the joint venture at 7.4%. That's important to note that the bond, the A bond had approximately a 3.2% coupon. The point here is that the net interest margin for the joint venture partners, us and our other equity partner is north of 4%. We basically invested 37% equity capital. So here's the important aspect when you take a look at this. We've got very attractive returns on equity for Newtek and its JV partners in a double-digit net of cumulative expected default severity and frequency. And for Newtek as the originator of the loans for Newtek business lending, we are able to get servicing income of 100 basis points in the whole side of the portfolio and origination fees. We are excited about this business. This gives us another engine and we believe that this is going to be very beneficial to us going forward and we expect to complete the bank acquisition, the bank holding company transaction, and even as BDC, we've experienced some nice income benefits from this. So we plan on levering our operational infrastructure, track record and securitization expertise to grow our non-performing conventional loan portfolio, while continue to remain focused on growing our 7(a) and 504 loan programs. Moving forward on Slide number 36, one of our important businesses, Newtek Merchant Solutions with a combined equity fair value of $120 million as of June 30. From a comparative standpoint, many of you are aware that a company EVO, public traded company, which is acquired by Global. I believe the multiple is about 18x EBITDA, very attractive. We believe we have our business conservatively marked and we feel good about that valuation. This is an important business to us, particularly as we become and anticipate and hope to become a bank holding company. Slide number 37, Newtek Technology Solutions, our cloud computing technology service provider, providing all types of technology, solutions and advantages to our independent customer base. This has been a difficult first half for us. Supply chain issues materially affect the results for the first six months. We expect the run rate to improve in the second half of the year. So we've reduced our forecast to $4.2 million of EBITDA for the full calendar year. But we do expect the run rate for the second half to get bumped up to about $3 million of EBITDA. We are very excited, obviously about cloud solutions and cloud services. You could take a look at some of our products on Slide number 38, which shows what we can provide into the marketplace through Newtek Technology Solutions. Slide number 39. Many of you are aware, we own a POS provider solution. We are excited about POS on cloud. We have a 51% interest in that particular entity, extremely competitive to Square, Clover and other systems in the marketplace. It's an all encompassing payment systems that can be white labeled for our partners, that can process payments, integrate with e-com, integrate with food delivery services, integrate with GL accounting software like Xero, Square, Sage, integrates into our own payroll solution. So we're able to do payroll directly from the time of attendance function in the POS. We look forward to growing POS on cloud. Slide number 40, we talk about our payroll and benefits, business and our insurance agency. We are excited that both payroll, benefits and insurance estimate profitability in 2022. These will be consolidating entities and we'll be giving more disclosure on these businesses going forward. We've carried these businesses for long period of time, and we're fairly confident with their position in the dashboard and being able to margin pool that these businesses will begin to grow at the rates of success that we've had in lending, payments and tech solutions going forward. So to conclude on Slide number 41, with respect to a primary discussion on our performance for Q2, we are very excited about the numbers we've been able to deliver, and we are hopeful and anticipate that we are going to receive regulatory approval during the third quarter of calendar year 2022 from the Fed and the OCC and close their transaction shortly thereafter. I would now like to – before I turn the presentation over to Nick, quickly go through a presentation that we have in the Investor Relations section of our website, newtekone.com talking about the update on the pending acquisition of National Bank of New York City. So if you could please go to our website and take a look at that deck. I think this is important because obviously I think many of our investors without much forward guidance on us as a BDC are trying to get some feel for what Newtek will look like as a bank holding company and a bank going forward. Once again, I want to report that we've been one year into the process of filing pre-filing applications and discussions with the Fed for bank holding company approval on the OCC that are working in tandem to get us approved, and that we are pretty excited about our future going forward. We feel very strongly. This is in the best interest of shareholders. And I want to point out that with respect to information on this particular illustration, dated August 3, 2022, I want to point everyone's attention to Slide number 1 and the forward-looking statements and Slide number 2, a note regarding projected financial information, important that that gets digested and that these projections and targets are unaudited and presented for illustrative purposes. On Slide number 3, the acquisition of National Bank of New York City. We anticipate being made for $20 million of cash at one-time book. National Bank of New York City located in Flushing, New York has been around and established since the fifties. We certainly appreciate the opportunity to make this acquisition. It's a very clean bank with a clean portfolio, and we believe that the publicly traded company owning National Bank of New York City and merging our lending operations into the bank should really give us very interesting and positive results for the future. On Slide number 4, you could take a look at an illustration of what the target total asset would be total asset size for the publicly traded holding company, we think it'll come in somewhere around $1.2 billion. And if you could take a look at the capitalization rates, obviously this will be a projected target and well capitalized bank holding company and Newtek Bank in and of itself will start off in a very well capitalized position. Slide number five. We wanted to give the market and the audience a feel for the types of return on average assets and return on average total common equity that we can get for shareholders. These are not normal numbers that you'd see in a typical traditional $1 billion bank holding company with a smaller bank underneath it. But we'll be able to generate these types of targets because the types of businesses that we've been able to develop over the course of 20 years are attractive. The SBA 7(a) business, the 504 business, the actual businesses that are going to sit up at the holding company that generate reoccurring income that are non-credit related, will all be very beneficial and accrual. We're targeting in earnings per share in our first full calendar year between $2 and $2.20. And our second full calendar year of 2024, the target earnings per share after tax between $3 and $3.20. We do believe these are obtainable based upon the work that we've done. However, this is an illustration, there's a lot of pieces moving around, there's interest rates moving around, there's quality spreads moving around, but we're comfortable being able to put these numbers out and believe that these are reasonable targets. On Slide number 6, you could take a look at the revenue breakdown and the purpose of this particular slide is to demonstrate we're a unique bank. There aren't too many banks that have the assets of a payment processor, tech solutions company, payroll company, insurance agency, sitting up at a bank holding company. And you could see you got a real nice diversification of income stream from bank lending, as well as opportunities that are coming in from the portfolio companies that are going to be held at the bank holding company. At Slide number 7, we go back to our Newtek Advantage and the Dashboard. The one dashboard you're only going to – your business will ever need that we provide you with relationships. Look at those relationships, six or seven relationships. You get a relationship manager, insurance agent, payment specialists, loan specialists. These are all people you can click on, get them on camera. You get analytics, you get analytics and payment processing, you will get analytics and web traffic information, stuff you don't get at your typical bank. We're very excited about delivering the Newtek Advantage. We have partners that are interested in working with us and we look forward to further developing and rolling it out. Important to note, all the things we have here, they exist. Most of these things we've been in operation for over 10 years. Now, these units are being pushed up into our dashboard and delivered to customers with a single sign on one interface, giving our clients the ability to see all the things that we can do for them in the area of relationships, analytics and transaction capability. At Slide number eight, we talk about our staffing. We're very well positioned and situated to grow this business. You could see some of the talented people that currently exist on the payroll are part of our budget going forward. I've had people say, well, you don't know what it's like running a bank and you're not fully staffed and you don't know what the costs are. I don't think that's a good bet to make. We know what it's like to be staffed. We know what the costs are. We have great people. If you look at Slide number 8 or 9, that are very experienced in the banking environment, we've got top shelf advisors between our legal firm, people that have helped us with our application, investment banking relationships. If you go back and you look at our historic returns over the long-term, not a good bet to bet against Newtek. We do appreciate our loyal investors that have stuck with us, particularly through the recent times in this transition. We're excited about our future. It's also important to notice as we go to Slide number 10. Management interests are aligned with shareholders. Really important to note, this Management Team, Board, we love dividends, and we love that time being a BDC, however things change, markets change. This is the best structure for us going forward. We're really excited about, and we've historically been able to outperform the Russell and the S&P and our earnings have really been strong even in the first six months of the year. So with that said, I'd like to now transition the remaining portion of this call to Nick Leger, our Chief Accounting Officer. Nick, take it away.

Thank you, Barry, and good morning, everyone. You can find a summary of our second quarter 2022 results on Slide number 43, as well as a reconciliation of our adjusted net investment income or adjusted NII on Slide number 45. For the second quarter 2022, we had a net investment loss of $2.25 million or a loss of $0.09 per share as compared to a net investment income of $15.5 million or $0.69 per share in the second quarter of 2021. Please note that the income related to the PPP of $25.5 million is included in the second quarter 2021 investment income. Adjusted NII, which is defined on Slide number 44 was $18.1 million or $0.75 per share in the second quarter of 2022, as compared to $27 million or $1.20 per share for the second quarter of 2021. Focusing on second quarter 2022 highlights, we recognized $19.2 million in total investment income of 47.6% decrease over the second quarter of 2021 total investment income of $36.6 million. The primary driver for the decrease of total investment income was primarily due to the $25.5 million in fees from the PPP in 2021. Dividends from portfolio companies of $5 million in Q2 2022 helped to offset the decrease of the PPP fees. In addition, interest income increased by $1.8 million, resulting from a year-over-year increase in the accrual loan portfolio. Other income increased by $1.1 million in the second quarter of 2022 compared to Q2 of 2021 resulting mainly from a year-over-year increase in SBA 7(a) loan origination volume. Servicing income increased by 14.4% to $3.2 million in the second quarter of 2022 versus $2.8 million in the same quarter of 2021. Dividends from portfolio companies for the second quarter of 2022 totaled $5 million, which included $3.1 million from NMS, $1.35 million from NBL, our 504 business, $360,000 from NCL, our conventional loan joint venture and $150,000 from mobile money. Compared to the second quarter of 2021 there were no distributions from portfolio companies. Total expenses for the second quarter of 2022 increased slightly by $400,000 compared to Q2 2021, mainly driven by higher interest-related costs. Realized gains recognized in the sale of the guaranteed portions of SBA loans sold during the second quarter, totaled $21.3 million as compared to $14.1 million during the same quarter in 2021. In the second quarter of 2022, NSBF sold 338 loans for $190.3 million at an average premium of 9.2% as compared to 142 loans sold during the second quarter of 2021 for $87.4 million at an average premium of 14%. The increase in realized gains was attributed to higher SBA 7(a) loan origination volume in the second quarter of 2022, when comparing to the second quarter of 2021. As I mentioned earlier, income related to the PPP is included in investment income, not in realized gain. Realized losses on SBA non-affiliate investments for the second quarter of 2022 was $1.4 million as compared to $2.7 million in the second quarter of 2021. Overall, our operating results for the second quarter 2022 resulted in the net increase in net assets of $13.5 million or $0.56 per share and we ended the quarter with NAV per share of $16.31. I would now like to turn the call back to Barry.

Thank you, Nick. Operator, let’s open up to Q&A.

Thank you so much. Your first question comes from the line of Paul Johnson from KBW. Please go ahead and ask the question.

Thank you for taking my questions. Good morning, everyone on the call. You mentioned a lot of names there earlier. Anyway, I was hoping, I don't know if there's any way to quantify potentially the impact just kind of quarter-over-quarter either what earnings would've been this quarter or potentially what kind of the benefit would be next quarter just from the increase in the prime rate during the second quarter?

Yes. So Paul, it's a tough one because that would require us to sort of forecast what the bond price is going to be and the capital markets are going to do with respect to pricing. So I do think with respect to the roll forward, you're probably going to get a lag on that coupon. So you kind of have a partial adjustment between the two recent rate hikes, but the full adjustment for example, the three quarters of a point that we just had in prime, this is a second three quarters, that's a fourth quarter event with respect to a “gross coupon of the portfolio,” but you could see that we're getting short-term movements in the expense, but not the full benefit of the portfolio. With respect to gain on sale, with our portfolio mix, I don't believe we've ever had a gain on sale that's been lower than the number we had in the second quarter. Going back over seven years, you could actually see that in the chart. Is it fair for me to say, gee, I think that'll be the floor? I can't say that, although I'm optimistic that we should do better from that number. Hopefully that's somewhat helpful.

Yes. That's very helpful. And I understand it's a difficult question to answer, so I appreciate that. My next question is just kind of around, I guess, how you look at sort of a risk as you're underwriting the portfolio any given quarter. Is there any point during the cycle where you would begin to shift your origination strategy to focus on potentially like a higher quality subset of the 7(a) market, such as, point in time like today where risks are obviously increasing, recession or no recession seems to be a fairly telegraphed flow down just primarily due to the quantitative tightening that's ongoing. So I'm just curious how you evaluate credit quality and business risk in an environment like this?

So I think that one way to evaluate it is, and I think this is important to note. There are businesses that have adjusted and adapted to the changing environment to where they've actually – they're in a better spot post-pandemic than they were pre-pandemic. They really looked at their business and they analyzed it. So part of it is to – in conversations with a client, ask them in the underwriting process, what have they done to adjust perspectively to rising rates going forward? How liquid are they? What do they plan on doing with respect to costs of labor and running their business? Do they see those pressures? But also, it's very important that if you're anticipating a downturn in revenues, does the business have enough liquidity to be able to weather 12 to 24 months of any kind of a reduction in revenue? How are they able to reduce expenses to be able to maintain their cash flows and service their debt? The good news with respect to our business model is we're seeing tremendous amounts of opportunity to be able to pick through the best credits. There's certain markets and industries were more sensitive to, particularly what I'll call, leisure, retail, hospitality, where the cost of labor is difficult. Hiring is difficult and it's affecting numbers. You also want to be really, really careful in looking at the 2021 history or recent quarters where you kind of had a little bit of a goldilocks environment that might change, particularly if demand changes. So we've been very pleased that our underwriting has I'll call it tightened. We're doing smaller loans. We're getting more diversification, which we're , because that is clearly a risk reducer, diversification across units, geography and industry. You want to be careful in particular industries like transportation or energy costs or energy shortages could be really problematic and disruptive, particularly with supply chain issues because you just need to be a lot more thoughtful when you go through the underwriting process for approval.

Yes. That makes sense. And that's a great answer, great color there. Appreciate that. Last few questions. I'm assuming just as we're probably in the final quarters here as a BDC, we can expect – you're pretty much expecting to be paying out 100% of NII at this point. So just want to make sure I'm looking at the dividend forecast, $1 to $1.50 for the second half of this year. I think that should be a fairly good approximation of what you expect for earnings in the second half.

Yes. I think that Paul we will be pretty close to the top end. I mean, at this point, it does not pay to retain because you've ultimately got to pay, you have to pay it out when you withdraw the election. So I think that the very wide range that you show on dividends will be pretty close to what I'll call the full payout.

Got it. My last question kind of just has to do with the bank, and I'm not sure if you're able to – how much you're able to answer at this point. But I'm just curious around sort of the legacy SBA portfolio. I guess your current SBA portfolio today, which will reside outside the bank. Just going forward, will that portfolio, I mean, as that sort of runs off, how do you sort of intend to use the proceeds from that? Do you kind of expect to use that to just drop down funding I guess, into bank? Or is that kind of something that will sit sort of on the parent company balance sheet that's on JVs and other investments? Just curious about what the expectations are for that? Is that continues to wind down over the years?

Sure. So I think, what's been difficult I think for us to get across to the investment community is we've historically had to fund SBA 7(a) growth and 504 loan growth by selling a $1 of stock, which reduces your EPS because you're increasing your share count unsecured, secured probably five or six. Those businesses can be funded almost a 100% out of the bank with retail deposits. That's even though you're paying tax it's immeasurably beneficial, immeasurably. And that activity should be in the bank. Now the legacy portfolio, as we have said previously, Newtek Small Business Finance, the licensed non-bank lender. That is designed and we're still waiting for obviously final approval on everything, but we believe based upon conversations to sit up at the bank holding company in a runoff mode. So those loans are in securitizations. Those will run down. So the new business will be in the bank. The other business will be up at the bank holding company in a runoff mode. And that we believe also will be attractive because we'll be able to ultimately harvest the equity that's sitting in that particular relationship over time. So we do think that primarily using core deposits versus securitization and other interim funding amounts will be a measurably beneficial. We still will be utilizing securitization at the bank holding company and may actually do securitizations out of the bank from time to time from a diversification standpoint.

Got it. That makes sense. Yes, those are all my questions this morning and appreciate you having me.

Thank you.

Thank you so much. And we have our next question from the line of Adam Morton of RBC. Please go ahead.

Congrats on the quarter. Just kind of looking forward as we're in this new paradigm, I guess, with the fed, what do you think is – if you could just talk about unlocking value as a bank for – owning a bank for shareholders, how does that kind of just summarize some of the points on what that might look like?

Sure. Adam, I mean, I appreciate the question because today Newtek has primarily five lines of business that they do operate primarily independently from each other. And by being able to get our client base to focus on the fact that we do all these things without having to have human activity talk about them or coordinate them to be able to message them. So the Newtek Advantage or the Dashboard, it's going to be illuminating to our customer base. The Dashboard or the Newtek Advantage is going to be right there as we open up their depository account, as we're able to margin pool. Look, my payment processing clients today, they have their deposit elsewhere. My payroll accounts, they have the deposits elsewhere. The ability to margin pool and give breaks on web hosting, terminals, hosting plans, payroll, these things are going to be very beneficial to clients and the analytical tools that they're going to get. So they're going to get a lot of things in one place that they typically go to two, three, four, five times a week, 12 times a month to be able to see it in front of them. In addition, when they compare what we do versus their current depository, it's night and day. The depositories don't give the customers anything, they take their money and maybe you'll make them alone. With us they're going to get analytical tools to run their business. Futuristically, we believe that we'll be able to integrate most of these things into one GL. We currently have GL integrations today that will be able to illuminate. They're going to realize that they've got a full team of professional solution providers where they don't get that today, whether it's the top four banks or the several thousand community banks or the super regionals. So in addition to that, we currently have got existing financial institutions that have said, gee, we want your Dashboard, would you white label it for us? So we become the backend bureau. So I could take a small community bank that can't afford to do all of these services and I could put them in business overnight and I could provide payroll to their clients, I could provide payments to their clients, I could provide insurance to their clients all under their brand. And unlocking that value from a software and technological perspective in addition to being a great product tool, we think will bring great shareholder value. It'll be similar to what I think Live Oak has been able to do with nCino where they've spun out these technologies, but sort of in a very different manner. We'll be very much behind the software, so we bring software, people and process to the customer base. We think that putting these tools that we've developed over 20 years in a banking environment is going to be easier for our clients to see it's going to be easier for our clients to access, and it's going to be easier for our employees to deliver those solutions to the customer base. So that's – we talk about unlocking, which is, it's a simple word with a few syllables to it, but there's a lot more behind it and that's what we mean by unlocking value.

Yes. That makes a lot of sense. Thank you so much.

Thank you. Appreciate it.

Thank you so much. And we don't have any more questions. I would now like to turn the conference for closing remarks.

Well, we know that was a mouthful and we appreciate getting that in within an hour and we really appreciate your attendance. We have a lot of people on this call today, bigger numbers that have ever seen before and very, very thankful to the audience for the questions, to the analysts to join. We had two analysts put out reports on us this morning, and we appreciate the updates and look forward to our next report and look forward to bringing further good news from Newtek. Have a great day, everyone. Thank you.

Thank you, presenters, and this concludes today's conference call. Thank you for participating and you may now disconnect.