OceanFirst Financial Corp and Flushing Financial Corp Merger Conference Call Summary Industry and Company Overview - **Companies Involved**: OceanFirst Financial Corp (NasdaqGS:OCFC) and Flushing Financial Corp - **Industry**: Banking and Financial Services - **Transaction Type**: All-stock merger valued at approximately $579 million Key Points and Arguments Merger Announcement - OceanFirst and Flushing Financial have entered into a definitive agreement to merge, with Flushing Bank merging into OceanFirst Bank as the surviving entity [4][2] - The merger aims to create a high-performing regional bank with a significant presence in the Northeast [4] Strategic Rationale - The merger supports OceanFirst's growth strategy in New York, where it has been expanding since 2019, now holding $2.2 billion in loans and over $800 million in deposits in the market [5] - The combined entity will have approximately $23 billion in assets, $17 billion in loans, and $18 billion in deposits, with around 70 branches [6] Market Positioning - The merger positions OceanFirst as the second-largest bank in the Long Island deposit market among banks with less than $50 billion in assets [6] - The transaction enhances the distribution network and branding presence, which would have taken years to achieve organically [5] Financial Projections - Expected pro forma return on average assets of approximately 1% and return on tangible common equity of approximately 13% by 2027 [10] - Anticipated EPS accretion of approximately 16% in 2027, with tangible book value dilution of just 6.4% [10] - Cost savings projected at 35% of Flushing's non-interest expenses, with full realization expected by 2027 [18] Capital Investment - A strategic capital investment of $225 million from Warburg Pincus will strengthen capital levels and support future growth [7] - OceanFirst shareholders will own approximately 58% of the combined company, Flushing shareholders 30%, and Warburg Pincus 12% [7] Credit Quality and Risk Management - Both companies have a strong record of credit quality, with Flushing's average net charge-offs at only seven basis points over the past decade [11] - The merger will allow for a conservative approach to managing the combined commercial real estate portfolio, with plans to optimize and potentially sell certain loans [14][59] Operational Integration - OceanFirst has a strong history of successful M&A execution, having completed eight whole bank acquisitions and eight core conversions in the past decade [21] - Key management from Flushing will be retained to ensure a smooth integration process [21] Additional Important Insights - The merger is expected to enhance profitability through scale and improved financial performance compared to standalone operations [8] - The combined company will leverage Flushing's established presence in attractive markets, which would have taken significant investment to replicate [12] - The transaction is anticipated to receive regulatory approval in the first half of 2026, with a closing expected in the second quarter [20] Market Dynamics - The merger allows for a mixed shift in deposit growth strategies, focusing on reducing reliance on higher-cost funding sources and enhancing non-interest-bearing deposits [34][46] - The combined franchise is expected to improve its competitive position against larger banks by offering a comprehensive suite of products with the responsiveness of a regional bank [36] Future Outlook - The focus will remain on continual growth in commercial and industrial lending, enhancing treasury management capabilities, and improving branch performance across key markets [16] - The merger is seen as a strategic move to accelerate growth and improve profitability while maintaining a strong capital position [19][10]

Transaction Overview - OceanFirst Financial Corp 将以全股票方式收购 Flushing Financial Corporation，每股 Flushing 股票兑换 0.8500 股 OceanFirst 股票[42] - Warburg Pincus 将投资 2.25 亿美元用于 OceanFirst 的股权融资，购买价格为每股 19.76 美元[14, 42] - 交易完成后，OceanFirst 股东预计将持有合并后公司约 58% 的股份，Flushing 股东持有约 30%，Warburg Pincus 持有约 12%[42] Financial Impact - 预计 2027 年每股收益 (EPS) 将增加 16%[17, 34] - 有形账面价值 (TBV) 稀释为 (6%)，预计 3.1 年内收回[17, 34] - 预计 2027 年有形普通股报酬率 (ROATCE) 为 12.6%，普通资产报酬率 (ROAA) 为 1.00%[17, 34] Strategic Rationale - 通过 Flushing 在长岛和纽约市的渠道，OceanFirst 能够扩展其产品和服务[14] - 合并后的银行预计总资产将达到 230 亿美元[17, 34] - 合并有助于贷款组合多元化，并降低商业房地产 (CRE) 集中度[14] Risk and Cautionary Notes - 该报告包含前瞻性陈述，涉及风险和不确定性，实际结果可能与预测存在重大差异[4, 5] - 风险包括交易完成的延迟或失败，监管批准的条件，以及整合两家公司业务的潜在困难[5]

Financial Data and Key Metrics Changes - In 2025, the company eliminated all debt from its balance sheet, which had been a significant overhang on its stock [8][9] - The company reported having approximately $175 million in cash, with expectations to exceed $200 million due to the exercise of recent warrants [10] Business Line Data and Key Metrics Changes - The company has made two high-grade silver discoveries, which are expanding in size and are expected to contribute significantly to future operations [9][10] Market Data and Key Metrics Changes - Gold and silver prices are at all-time highs, with silver projected to reach between $200 and $500 in the coming quarters according to experts [11] Company Strategy and Development Direction - The company aims to expand its high-grade systems and test new targets, positioning itself uniquely in the current market environment [11][12] - An updated resource report and a technical report are expected to be released in the new year, indicating ongoing development efforts [11] Management's Comments on Operating Environment and Future Outlook - Management views 2025 as a transformational year, emphasizing the importance of the new institutional shareholder base and the potential of the company's projects [8][9] - The company believes it is well-positioned with the right team and balance sheet to capitalize on current market conditions [12] Other Important Information - The company has successfully attracted a strong institutional shareholder base, with 80% of shares held by long-term institutional investors [9] Q&A Session Summary Question: Availability of the stockholder list during the virtual meeting - Management acknowledged the issue and indicated that the list would be addressed after the meeting [12][16]

Financial Data and Key Metrics Changes - In 2025, the company eliminated all debt from its balance sheet, which had previously created an overhang on its stock [8] - The company now has approximately $175 million in cash, expected to exceed $200 million with the exercise of recent warrants [10] Business Line Data and Key Metrics Changes - The company has made two high-grade silver discoveries, which are expanding in size and delivering excellent results [9] - Three drill rigs are currently on site, with two more expected to arrive by mid-2026, indicating a strong commitment to exploration and development [10] Market Data and Key Metrics Changes - Gold and silver prices are at all-time highs, with silver expected to reach between $200 and $500 in the coming quarters according to experts [11] Company Strategy and Development Direction - The company aims to expand its high-grade systems, test new targets, and advance towards a production decision [11] - An updated resource report and a technical report are expected to be released in the new year, indicating ongoing development efforts [11] Management's Comments on Operating Environment and Future Outlook - Management views 2025 as a transformational year, highlighting the successful elimination of debt and the addition of institutional shareholders [8][9] - The company believes it is uniquely positioned in the current market with the right team and balance sheet [12] Other Important Information - 80% of the company's shares are now held by long-term institutional blue-chip shareholders, including significant investments from Eric Sprott and others [9] Q&A Session Summary Question: Availability of the stockholder list during the virtual meeting - Management acknowledged the issue and indicated that the list would be addressed after the meeting [12][15]

Financial Data and Key Metrics Changes - In 2025, the company eliminated all debt from its balance sheet, which had previously created an overhang on its stock [7] - The company reported approximately $175 million in cash, which is expected to exceed $200 million with the exercise of recent warrants from a June offering [9] Business Line Data and Key Metrics Changes - The company has made two significant high-grade silver discoveries, which are expanding in size and delivering excellent results [8] - Three drill rigs are currently on site, with two additional rigs expected to arrive around mid-2026, indicating a strong commitment to exploration and development [9] Market Data and Key Metrics Changes - Gold and silver prices are at all-time highs, with silver expected to reach between $200 and $500 in the coming quarters according to experts [10] Company Strategy and Development Direction - The company aims to expand its high-grade systems, test new targets, and advance towards a production decision [10] - An updated resource report and a technical report are anticipated in the new year, reflecting the company's proactive approach to development [10] Management's Comments on Operating Environment and Future Outlook - Management views 2025 as a transformational year, emphasizing the importance of the new institutional shareholder base and the elimination of debt [7][8] - The company believes it is uniquely positioned in the current market with the right team and balance sheet to capitalize on opportunities [11] Other Important Information - 80% of the company's shares are now held by long-term institutional blue-chip shareholders, including significant investments from Eric Sprott and other major firms [8] Q&A Session Summary Question: Availability of the stockholder list during the virtual meeting - Management acknowledged the issue and suggested addressing it after the meeting [11][15]

Financial Data and Key Metrics Changes - No financial data or key metrics changes were reported as the meeting was adjourned without any discussion [1] Business Line Data and Key Metrics Changes - No specific business line data or key metrics changes were provided due to the lack of quorum and subsequent adjournment of the meeting [1] Market Data and Key Metrics Changes - No market data or key metrics changes were discussed as the meeting did not proceed with any presentations or reports [1] Company Strategy and Development Direction and Industry Competition - No information regarding company strategy, development direction, or industry competition was available due to the adjournment of the meeting [1] Management Comments on Operating Environment and Future Outlook - No comments from management regarding the operating environment or future outlook were made as the meeting was not conducted [1] Other Important Information - The meeting was adjourned due to the absence of a quorum, and no further details were provided [1] Q&A Session All Questions and Answers - No questions or answers were recorded as the meeting did not take place [1]

Financial Data and Key Metrics Changes - No financial data or key metrics changes were reported as the meeting was adjourned without any discussion [1] Business Line Data and Key Metrics Changes - No specific business line data or key metrics changes were provided due to the lack of quorum and subsequent adjournment of the meeting [1] Market Data and Key Metrics Changes - No market data or key metrics changes were discussed as the meeting did not proceed with any presentations or reports [1] Company Strategy and Development Direction - No information regarding company strategy or development direction was available as the meeting was adjourned before any strategic discussions could take place [1] Management Comments on Operating Environment and Future Outlook - No comments from management regarding the operating environment or future outlook were made due to the adjournment of the meeting [1] Other Important Information - The meeting was adjourned due to the absence of a quorum, and no further details were provided [1] Q&A Session Summary - No questions or answers were recorded as the meeting did not take place [1]

Financial Data and Key Metrics Changes - The meeting was adjourned due to a lack of quorum, and no financial data or key metrics were presented [1] Business Line Data and Key Metrics Changes - No specific business line data or key metrics were discussed during the meeting [1] Market Data and Key Metrics Changes - There were no updates on market data or key metrics provided in the meeting [1] Company Strategy and Development Direction and Industry Competition - The company did not present any strategic direction or competitive analysis during the meeting [1] Management Comments on Operating Environment and Future Outlook - Management did not provide any comments regarding the operating environment or future outlook as the meeting was adjourned [1] Other Important Information - The meeting was adjourned at 9:00 A.M. Eastern Standard Time on January 30th, 2026, due to the absence of a quorum [1] Q&A Session All Questions and Answers - No questions or answers were recorded as the meeting did not proceed due to lack of quorum [1]

Summary of Agios Pharmaceuticals Conference Call Company Overview - **Company**: Agios Pharmaceuticals (NasdaqGS:AGIO) - **Product**: Axazeni (mitapivat) for the treatment of anemia in adults with alpha or beta thalassemia Key Industry Insights - **FDA Approval**: Axazeni is the first and only medicine approved for both non-transfusion-dependent and transfusion-dependent alpha or beta thalassemia, regardless of transfusion burden [4][5] - **Market Opportunity**: Approximately 6,000 diagnosed adult thalassemia patients in the U.S., with an initial addressable population of about 4,000 patients [17][75] - **Pricing**: Axazeni is priced at approximately $425,000 per patient per year on a WAC basis, reflecting its differentiated benefits [22] Core Points and Arguments - **Clinical Significance**: Axazeni is the first disease-modifying treatment for non-transfusion-dependent thalassemia and has shown quality-of-life improvements in patients [5][11] - **Trial Results**: - In the ENERGIZE trial, 42.3% of patients achieved a hemoglobin response, with an average increase of 1.56 grams per deciliter [10] - In the ENERGIZE-T trial, 30.4% of transfusion-dependent patients met the primary endpoint of transfusion reduction response [11] - **Adverse Reactions**: Common adverse reactions included headache and insomnia, with a risk evaluation and mitigation strategy (REMS) in place for hepatocellular injury [12][15] Launch Strategy - **Commercial Model**: A capital-efficient global commercial model focusing on the U.S. market, which is the largest opportunity [16] - **Physician Engagement**: 86% of surveyed physicians plan to prescribe Axazeni within six months of availability, with strong familiarity with REMS programs [16] - **Initial Launch Dynamics**: Expectation of a 10-12 week period from prescription to treatment initiation due to REMS certification and prior authorization processes [63] Additional Considerations - **Long-term Growth**: The plan is to expand from the initial 4,000 addressable patients to the full 6,000 patient population over time, focusing on both transfusion-dependent and non-transfusion-dependent patients [75] - **International Launch**: Approval in KSA with expectations for slow initial demand generation in Gulf countries and Europe due to local regulatory processes [66][67] - **Future Developments**: Engagement with the FDA regarding the phase three RISE UP data for sickle cell disease and potential regulatory paths [23] Conclusion - The approval of Axazeni represents a significant advancement in thalassemia treatment, with a robust commercial strategy and strong clinical data supporting its launch. The company aims to address critical care gaps and establish Axazeni as the standard of care for thalassemia patients [85]

Financial Data and Key Metrics Changes - Total revenues decreased approximately 5.1% for the quarter to $34 million and decreased approximately 0.5% compared to the all-time record fiscal year 2024 sales of $141.6 million [11] - The net loss to common shareholders for the quarter was $3,000 or 0 cents per share compared to net income of $0.2 million or 2 cents per share in the fourth quarter last year [18] - Adjusted EBITDA for the quarter was negative $74,000 compared to $1.3 million for the fourth quarter of 2024 [19] Business Line Data and Key Metrics Changes - For Bad Daddy's, total restaurant sales decreased $1.7 million to $24 million for the quarter and decreased $2.2 million to $101.4 million for the full year [11] - Same-store sales for Bad Daddy's decreased 4.6% for the quarter, while same-store sales for Good Times decreased 6.6% for the quarter [11][15] - Good Times' total restaurant sales for company-owned restaurants decreased approximately $0.3 million to $9.7 million for the quarter compared to the prior year fourth quarter [15] Market Data and Key Metrics Changes - Same-store sales at Good Times remained negative in the fourth quarter, with a 6.6% decline representing a 240 basis points sequential improvement from the fiscal third quarter [4] - Bad Daddy's same-store sales weakened during the fourth quarter but improved sequentially to date in the first quarter, down approximately 1.6% through the first 11 weeks of the quarter compared to the same time period in the prior year [8] Company Strategy and Development Direction - The company is committed to immediate improvement in profitability and is focusing on realigning general manager schedules to enhance operational efficiency [5] - The company plans to address value concerns with targeted value promotions and expects expanded offerings through the GT Rewards loyalty program and a refreshed mobile app [8] - The company remains averse to large-scale discounting due to its impacts on profitability [8] Management's Comments on Operating Environment and Future Outlook - Management expressed disappointment in the fourth quarter results but noted that the first quarter of fiscal 2026 is shaping up to show improvement in same-store sales and Adjusted EBITDA [23] - Management highlighted the importance of operational improvements and guest experiences as key drivers for future value creation [23] Other Important Information - Food and beverage costs for Bad Daddy's were 31.6% for the quarter, a 40 basis point increase from last year's quarter, primarily due to record high ground beef prices [12] - Labor costs increased by 140 basis points compared to the prior year quarter to 35.7% for Bad Daddy's, attributed to lower team member productivity [13] - The company anticipates general and administrative costs to be 6%-7% in fiscal 2026 [18] Q&A Session Summary - There were no questions during the Q&A session [21]