Thank you for standing by, and welcome to the BCB Bancorp, Inc. Second Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question- and- answer session. If you'd like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you'd like to withdraw your question, again, press star one. Thank you. I'd now like to turn the call over to our President and CEO, Thomas O'Brien. You may begin. Great. Thank you. Good morning, everyone, and welcome to the second quarter call. My first 60 days here at the bank. Before we begin, I need to encourage you to read in great, exquisite detail the forward-looking statements that are always attached to our earnings releases and enjoy those. Anyhow, as you know, my first 60 days here, we're engaged in a major undertaking. But we're making good progress and consistent with what I said in my June 1st call, I think the schedule that I laid out at that time continues to be what we operate under. I'll make the assumption for today's call that we don't want to spend a lot of time on the typical ratios and earnings per share. I'll allow plenty of time for questions. From my perspective, the highlights of the quarter concern a lot of the actions that you're probably already aware of, we did suspend the dividends on the common and the preferred shares to both retain liquidity at the holding company and build capital at the bank. In the quarter, the margin had a little uptick of about eight basis points, over 3% now. You should note, I guess the loss included about $5.3 million in a goodwill write-off. That's the only intangible on our balance sheet. The tangible book value impacted by the loss in the quarter and by the inclusion of the equity compensation that I received on joining. That's earned over five years but accounted in the fully diluted shares on day one. Some governance matters. The board has determined to change the state of incorporation to Delaware, thereby will also eliminate the staggered terms of office for directors. Both of these are designed to bring BCB into a more contemporary corporate structure. The financial restructure work is ongoing. Our goal is to have everything done and announced, wrapped up in the third quarter. We're taking a very critical look at each credit portfolio. I'm sure you understand this level of transparency cannot be completed within 60 days. We have continued to work and make progress. I'm sure you'll want to ask about capital. I can repeat what I said on June 1st, that we'll always err on the side of keeping the bank well-capitalized. That said, the bank continues to have a healthy capital base. The challenge, as I mentioned previously, is the absolute level of double leverage at the holding company. The credit issues in the bank really seem to stem from a period beginning maybe in 2020 and probably terminating towards the end of 2023 or very early 2024. The growth at that time was just too aggressive, and we got into some businesses that we didn't fully understand. In these two months, we have worked to double-check risk ratings, and candidly, we've had some good surprises, a couple of negative ones, but on average, no huge changes. I can't predict the third quarter at this time, and I haven't gone to the board with any capital recommendations or projections. I do think we will be in a position to have some meaningful clarity around Labor Day, and again, consistent with what I said in my expectations that I outlined on June 1st. The ultimate goal is to essentially cleanse the financial statements of the uncertainty that has existed for a few years. As I said at the outset, it's a major undertaking. We've got everybody in the bank working diligently on this. Brought in a few consultants to help us with that process. Those of you that know me, you probably know some of the consultants that we brought in. Again, we're making very good progress. We want to be as thorough and comprehensive as we possibly can to, again, end this uncertainty and provide a clear path forward for going into the fourth quarter and most importantly for the calendar and fiscal year 2027. With that, operator, probably best if we just take some questions here and start with those. Certainly. We will now begin the question- and- answer session. Your first question today comes from a line of Justin Crowley from Piper Sandler. Your line is open. Hey, good morning. Morning, Justin. With the provisioning and charge-offs this quarter all coming in C&I, does that reflect just a partial review of that loan category or is that reflective of most of the work you need to do in de-risking that book? Most of it was in what the bank has called Business Express loans. Then in C&I, there were a couple of loans on the books when I joined the bank that got charged off that were pure C&I. One of the challenges is we've had several loans that were, if not total write-offs, essentially total write-offs. As you know, for banks, that's kind of unusual. That's what you're seeing in the charge-offs in the quarter, both Business Express and I think it was two loans that were in the charge-off category that we're trying to see what we can recover, but it didn't look too promising at the moment we made the charge off. There's more to do on C&I, and commercial real estate we're actively going through right now. On the Business Express, we did make a pretty comprehensive review. We did site visits, looked at FICO degradation, payment histories, pretty much everything else that gave us some insight into what is a relatively small individual loan portfolio, but has been the source of a lot of loss over, I guess, the last two years. Hey, Justin, this is Jawad. I would like to just add a little bit more detail. In terms of the reserve build that you saw in the second quarter, it was primarily done in the C&I loan portfolio, excluding the Business Express loans. Out of the $19 million in loan loss provisioning that you saw, $16.7 million was dedicated to the C&I loan portfolio. Three things to note with respect to that portfolio as we cycle through 2026. Previously, we had shared that we were expecting a major recovery in the portfolio, and we no longer have that expectation. Secondly, the portfolio losses dipped in the first quarter to $0.8 million, but as Tom said, in the second quarter, they went up again to approximately $5.8 million. Thirdly, the new consultants that Tom brought in scanned through the portfolio, and their feedback was used to analyze it under a qualitative framework. Okay, got you. That's helpful. I guess as we kind of think about as you move over to the commercial real estate side, and I know it's going to be hard to put specific numbers around it now, but is there any way for you to help frame for us just what that review process could potentially mean for provisioning and reserve levels? Are there certain areas of that portfolio that you're most concerned about from a credit standpoint? Well, the areas that I would be concerned about as I learn as I go along. Honestly, as I mentioned, some have been more pleasant surprises that the concerns weren't as large or well-defined as I thought they were early on, and a couple of negative surprises. It's hard for me to frame at this point what it would look like. The real estate portfolio, at least in my prior experience, has I guess I'd say more value than a C&I loan that goes bad because of the nature of the collateral. Both Sterling and Sun National, we had kind of similar situations with the real estate portfolio. They worked out predictably well. We sold some in those cases, worked out some. The absolute level of the criticized and classified, while it's down a little bit, is still pretty shockingly high. I think you have to take that into account also. How much of that commercial real estate portfolio needs to be kind of re-underwritten? Is that not really reflected at all in kind of the criticized classified numbers we see as of June 30? Recognizing that they still are pretty high. Yeah, I would say the vast majority continue to be reviewed. Some of the larger ones have been done already, the vast majority, we still have more analytics to go through. Okay, got you. Just pivoting, just on the expense side, if we exclude the goodwill charge and some of the severance you called out in the release, do you have a sense for what operating expenses could look like in the quarters ahead? I think they'll be elevated because as I mentioned, we have consultants, we have legal expenses. Hard for me to put a number on it now, but they'll be higher for a couple of quarters, and then if we're doing this right, by 2027, they should normalize. If we're not, they'll stay higher. I think I'm pretty confident we'll spend money wisely here to get the right answers, and then deal with more normal levels. It's real hard to put a number down. Got you. Then maybe just one last one. I'll take a stab at it. You mentioned shoring up capital in your prepared remarks, staying well-capitalized. Even with the quarter's loss, just given the size of the balance sheet, capital levels were able to kind of stay flat. I know there's a lot more work to do here. You mentioned nothing's decided, but just any early thoughts on to what extent you think you can continue accomplishing that through shrinking versus possibly pursuing a raise? Do you think the buffer now is sufficient and that there are enough levers to pull without having to tap the market for additional capital? Just anything there. I realize there might not be a great answer at this stage. No, you're exactly right. There's no great answer. I just don't know. As I said, it's complicated by the holding company structure, too. I've got to kind of look at every angle here. We're modeling a whole bunch of different things. Deferred tax assets have to come into play. I just don't know. We'll do it. Whatever we need to do, we'll do it in a way that we get out the information as quickly as we can and as accurately. Try to have no surprises. I guess from what you've seen on the credit side so far, do you feel better or worse from when you first walked in the door in terms of how that could potentially necessitate that? Well, I've had good days and bad days. I would say on average, my first couple of weeks, not so good. The last couple of weeks, actually a little better. It really is getting to understand what's here and some of the issues, frankly, were just poor pricing. Some were just poor structure. As I said in the beginning, we got into businesses we didn't understand. I would say in some of that context, we didn't structure or price things as smartly as we could have. I think one of the lessons for any bank is when you get into a new business, which is always fine, worth looking at, but you really need to talk to the experts and test the market and test your assumptions before you get too deep. I would say we got a little too deep. Okay, great. I will leave it there. Thank you guys so much. Okay. Your next question comes from a line of Christopher Marinac from Brean Capital. Your line is open. Thanks. Good morning. Tom, can you talk about when you will be taking the C&I charge-offs, given the big C&I reserve that's now in place? Not so much. Yeah, the C&I reserve, Chris, this is Jawad. The C&I reserve that the build that you saw in the second quarter was primarily due to us attaching some high-risk factors using our qualitative framework. They're not assigned specifically to some credits. It's just a general sense that the portfolio has shown an uptick in losses and preliminary feedback from the consultants that Tom brought in. We thought it was prudent to separate this portfolio as a separate entity when we review it under our qualitative framework. We don't have those general reserves in the loan book currently attached to specific loans. To the extent that we do, we would not wait to take charge-offs. Got it, Jawad. Thank you. Just to add to what I mentioned earlier, and that is that we've had a couple of loans there that were charge-offs. There was virtually the entire loan charged off. That gives us some caution and part of the reason behind looking at the portfolio more holistically. Yeah, close to $13 million in total. If you look at the fourth quarter and what we did in the second quarter, loans charged off with 100% charge-offs. We will still see additional charge-offs in future quarters, I presume. I guess I'm just trying to calibrate the level of them. Maybe that's once you get through Labor Day, Tom, you have a better sense. I think that's a better way to look at it. This is like, as I mentioned, it's a work in progress. There's more to be done. Probably the smartest thing to do is to look at it comprehensively at the tail end. If I could do two quarters at once, it'd be easier. Understood. What is your thought about the deposit opportunity? I know you've only been there a few months, but what's the opportunity to reposition deposits, get additional cost down on the funding side? Well, I think, as I said back in June, we've got an attractive footprint. We've been reasonably cautious, I think the last year or two, in terms of deposit pricing and outreach. I think there's a reasonably good market for us to be successful in. That said, I don't want to grow the balance sheet right now until I know what our financial needs are. Understood. Thank you for taking our questions this morning. Anytime. Your next question comes from the line of David Konrad from KBW. Your line is open. Hey, good morning. Just a quick follow-up on Justin's questions. If I understood it, in terms of the review, are you completely through the Business Express portfolio and largely through the C&I? Is that how I understood that? I think it's safe to say we understand the Business Express a lot better than we did 60 days ago. The way we're looking at it is more on a portfolio basis because of the smaller size of the loans. I think it's also safe to say that in the last, say, four quarters, the sludge rose to the top. They accounted for a large amount of the charge-offs, and they were pretty significant. We are down to now a level that I think we can safely say represents a weak portfolio, but not the major charge-offs we've had. The level of kind of monthly or quarterly write-offs there have been moderated the last couple of months. It tends to be binary. They either work and pay, or they stop and there's nothing there. That's a little bit of the challenge. The C&I would say we are halfway through? Halfway through. Okay. Hey, David. Just on the Business Express loans, to share some hard numbers with you. If you look at 2025, the total losses in the portfolio were $10 million. 2024 probably had a similar amount of loss level. If you look at 2026, year to date, the losses came in at $1.1 million. The loss experience has definitely moderated. The reserve coverage on the portfolio sits at 15%, but I would still caution, and reiterate what Tom said, it is kind of a binary situation. Once a credit goes bad, it is a loss. Got it. Right. By Labor Day, you hope to be through the rest of the C&I and CRE, I don't know if you're going to really look at the consumer at this point, or I mean, that's a lot less risk, I guess, at this point. Yeah. I've focused all of my time and our collective energies on where we've had losses, and we've had virtually nothing in consumer. I think you probably noted we exited the consumer business now anyhow. Most of what there is is just kind of the legacy portfolio. It has behaved fine, so hasn't warranted a lot of attention. In terms of what we might do longer term with it, do we keep it? Do we sell the portfolio? It becomes a servicing issue. We'll continue to look at it, but it's not an imperative. Just to be clear, too, by Labor Day, I think what I'm planning to do at that point is to be able to outline what I think the situation will look like and what our plans are. I don't know that I'll have the exact final numbers for the quarter, even a reasonable estimate, but I think from a very high level, we should know what the capital needs are, what the portfolios look like, and what our thinking is in terms of disposition of portfolios and what the outcomes of that'll be. Got it. Okay. Thank you for the question. Sure. Your next question comes from the line of Ross Haberman from RLH Investments. Your line is open. Hi. Morning, gentlemen. Thanks for taking the call. Good to see you the other night. Yes. It was good seeing you, too. I just have a couple of quick ones. The past dues, I think you said there was about $122 million. Could you break that down between the 90+ and 60 days and less? I'm going to leave that to my CFO. Ross, I mean, that level would be disclosed in our quarterly filing. I don't have the numbers in front of me right now, but we will have that breakdown in the quarterly filing that will become public in the next couple of days. Thank you. The DTA you touched on. It was a big number. It was like $25 million on the balance sheet. Give us your thoughts on that, and how is it going to work? If you continue to have some large write-downs in the next quarter or two, what happens to that? Would you have to write that off because you can't utilize it? How does that work? Well, what you'd normally do, if it's determined to be unlikely to be used, you'd have to do a valuation reserve. We do not believe we're going to be in that position. We think once we're done with this process, the DTA will get utilized actually pretty efficiently. We're only talking about the timing differences and the DTA represent the allowance. That's not the same issue as losses on sale, which are more permanent, I guess I'd say. There's also a regulatory calculation for DTA that encompasses what you're allowed to count in your regulatory capital and what you are not allowed to count. In any case, our view at the moment is that we will have a DTA of some significance, and we'll have an earnings capacity to chew it up pretty quickly. Ross, I'll echo Tom's comments. I know we are focused on credit, and that's the number one issue at hand. If you look at the core earnings power of the franchise, we have five quarters displayed in our press release. The operating revenue of the organization, very consistently, we have posted $25 million per quarter. That's $100 million worth of operating revenue. Unfortunately, the elevated credit costs have been eating into our profitability and turning us into a loss position. Once the balance sheet has been cleaned up from a credit perspective, as Tom said, any DTA that we have, we should be able to utilize it pretty quickly because the core earnings power of the franchise has stayed pretty intact, even though we have shrunk our balance sheet due to the improvement that you have seen over the past several quarters. You didn't touch upon the cannabis loans, and I was wondering if any of them are in the past due today. To the best of my knowledge, the cannabis loans are not in the past due bucket. The total portfolio size, Ross, was $70 million or $69 million at the end of the second quarter. Okay. Tom, do you lump those mostly into the CRE? The cannabis loans? Yeah. Yeah, I would say most of them have real estate collateral. It tends to be specialty properties, so you've got to keep that in mind. I think the one in Massachusetts that was the consequence of the larger write-off either late last year or early this year. It was a warehouse facility, but it was specialty property. I think that's where we made our mistake is not understanding and underwriting the nature of the property and how that would impact longer-term values as the collateral. Had a lot of value for its use, once it wasn't for that use, to reposition it pretty much decimated the value. Just two last questions, if I may. Could you talk about the relations with the regulators then? I don't know if you can even discuss whether you're under an order or not. Sort of touch upon whatever you can say about that. I can tell you my practice is if there's an order, we would disclose it. I don't think you're going to read anything about that in the Form 10-Q. I think our relations are, at this point, quite good. I maintain an open dialogue with them as I've always done. I kind of let them know where we are, what we're doing, and try to give them the no surprise rule, and I think they appreciate that. On the other hand, just like with the investors, there's a lot of uncertainty in what happened and how did this happen and what is the fix going to look like. Again, I'm transparent with them. I've nothing to hide. Just try to tell them how we plan to fix it and what we're finding as we go along. Just one last question. It's sort of a technical question. You have that subordinated debt, $40 some odd million, I think it is. Yep. If push comes to shove, are you allowed to defer the interest on that and not have it accelerate? You don't have that option? If we deferred it would be an event of default. All right. We're not going to do that. One possibility, I just want to throw this out as you're looking at all your options in the next quarter. I would urge you to, I'm not sure, it's an idea to possibly convert all those preferred to common as I'm not sure if that's too dilutive, but that's sort of what I was thinking about that idea. Well, as I mentioned, the real financial challenge, at least in the short run here, is that the holding company, because of the debt and the preferred. It's both a liquidity issue for the holding company to service the debt and then just the ultimate cost of the debt. There's obviously not the kind of liquidity at the holding company where we could buy in the debt at any great levels. I have thought, actually in one of my prior banks, I did a debt for equity swap. That was reasonably successful. It's in our mind and conversations, but nothing definitive at this point. Best of luck. We'll talk to you in a month or two. Thank you. We'll be here. Your next question comes from the line of Justin Crowley from Piper Sandler. Your line is open. Hey, I actually had a follow-up that actually just kind of got asked and answered, but it was really just on the holding company structure, how that complicates things. I don't know if there's anything more to elaborate on just with respect to what you might be looking to do there. I do think you kind of touched on it, though. Yeah, no. It's kind of early stage, Justin. The numbers are what they are, our flexibility around those is constrained, at least at this point, we're trying to be creative and think about what to do to moderate the intermediate term risks that presents for us. Okay, great. I appreciate it. Thanks a lot again. Sure. That concludes our question- and- answer session and today's conference call. We thank you for your participation, and you may now disconnect.