Callouts & quotes from 3,960+ activist slides

"Remitly's valuation premium is better illustrated graphically. We understand the case of Remitly's valuation being above the legacy players that have larger physical footprints and more hardware exposure (e.g. Euronet (ATMs) & Western Union (stores)), we do not believe its large premium to Wise or PayPal is justified."

"Warning: If in fact Oatly is right and that it will never be able to supply enough oat milk, then we believe its future will be doomed. We expect competitors will continue to fill the void and take market share. In the long run, we see a real possibility that Oatly is squeezed out of the market and towards insolvency."

"We believe an ownership threshold of 20% to call a special meeting strikes a reasonable balance between enhancing shareholder rights and protecting against the risk that a small minority of shareholders could trigger a special meeting resulting in unnecessary financial expense and disruption to State Street's business"

"We believe the Company’s stock price underperformance versus both peers and the broader market indices is due to consistently poor financial performance, a lack of credibility from repeatedly failing to deliver on commitments to shareholders, and a history of problematic governance that fails to demand accountability."

"Notably, with much of Hill-Rom's c-suite fairly new to the business, we believe that – with much of its long-term equity incentives locked up for several years at least – management has incentive to re-set expectations to manageable targets now, rather than leave investors expecting Hill-Rom to hit unattainable goals."

"Notably, with much of Hill-Rom's c-suite fairly new to the business, we believe that – with much of its long-term equity incentives locked up for several years at least – management has incentive to re-set expectations to manageable targets now, rather than leave investors expecting Hill-Rom to hit unattainable goals."

"Oasis's proposals are additive only and are not calling for shareholders to oppose any incumbent directors; we believe there is benefit in having a larger board, like sector peers, allowing for the addition of specialized expertise while retaining existing directors to ensure continuity and stability for shareholders."

"If Val-gan can grow organically at a high single-digit rate as Valeant management projects, and management can invest the company’s free cash flow in new acquisition targets at historical rates of return, then we believe management can achieve its goal of 15%-20% annual EPS growth — Valeant Presentation April 22, 2014"

"As we discussed in our investor presentation, we believe this poor capital allocation was the direct result of poor corporate governance at the Board level, including shareholder-unfriendly compensation practices that incentivized management to pursue growth at the expense of returns on capital and shareholder value."

"HIMS' prices for its core products are significantly higher than widely available alternatives. In fact, we would argue that the massive annual savings available from other sources more than offsets the cost, inconvenience, or potential stigma from doctor visits. We believe such pricing disparities are unsustainable."

"Spruce Point believes that MSCI's "average" ESG rating is woefully inaccurate and fails to acknowledge that Rollins settled charges with the SEC, has a large vehicle fleet with no plans to adopt EVs, uses pesticides that harm insects vital to the ecosystem, and has been cited in the past for cruelty towards animals."

"Spruce Point does not believe the Evoqua deal was an effective roll-up strategy worthy of the commanding valuation paid by Xylem. After deploying $490m for acquisitions, cash flow struggled ever since COVID-19, and its final acquisition of Mar Cor appears to have been a bust with the return of unpaid earnout money."

"Entering a negative feedback loop: We believe that O Realty is highly dependent on keeping its stock premium inflated to lower its cost of capital to pursue growth. However, we will illustrate that its growth is declining, which will leads to a lower stock price, higher cost of capital and lower investment spreads."

"LSPD has cobbled together a motley collection of assets at increasingly expensive valuations. LSPD does not disclose target EBITDA margins, and generally hasn't disclosed historical growth rates. We believe a majority of the assets lose money and had already peaked in their growth cycle prior to LSPD's acquisition."

""What comfort can you give to private sector investors considering investing in the future of the housing finance system when they believe that the government arbitrarily changed the rules of the game mid-stream with the Third Amendment?" — Pat Toomey, Pennsylvania Senator, Senate Banking Committee member, 3/4/2014"

"We believe that the FY25 revenue guidance increase earlier this month of $10 million is substantially explained by the expected contributions from the Ambry Genetics acquisition and the new Pathos/AstraZeneca deal, two factors that we estimate should have added nearly $46 million to projected revenue for the year."

""We want to have co-tenants that are meaningful to us. So often times, we'll look at the home improvement chains or sporting goods stores where we believe we can share customers and siphon off some traffic from them. And with very few exceptions, we haven't gone off of that model." — CEO Conroy, Q3'22 Jan 27, 2022"

"Let me make one comment on the Speedway deal relative to that is we still believe we're going to get the benefit of integration. That's not lost because of the supply agreement that we have and the fact that we'll continue to be using our logistics assets. — Mike Hennigan, CEO of Marathon Petroleum, August 3, 2020"

"Spruce Point believes that the circumstances facing Premier are very similar: while the sell side believes that Premier’s above-market shareback rates can last indefinitely into the future, Spruce Point finds evidence that near-term catalysts could force Company economics back in-line with the rest of the market."

"Our metric of fully loaded customer acquisition costs as a percent of online revenue has barely declined from its Q4 2021 peak and remains materially above 2020 levels. In addition, we believe that calculating CAC based on net subscribers provides a useful reference point for a business like HIMS with high churn."

"To summarise, TFS’s mark-to-model approach to biological asset valuations and revenue recognition policies allow it to leverage real capital. Accordingly, we believe that the only factor that would prevent this business from being a Ponzi scheme is whether or not the underlying products are a feasible investment."

"Optically, PGNY would like investors to believe that it is achieving significant operating leverage. In reality, the largest contributor to its operating leverage story has been its aggressive use of stock-based compensation (SBC). Netting out the benefit of SBC uncovers that PGNY’s EBITDA margins are in decline."

"At BoxWorks...Our major announcement was the unveiling of Box Skills and Box Graph, 2 new ways we're bringing machine learning and AI to content in Box. We believe AI and machine learning will fundamentally change how we manage, secure and collaborate on content in the enterprise. — CEO Aaron Levie, November 2017"

"Spruce Point believes that Dollarama is significantly overvalued based on its undifferentiated and increasingly uncompetitive business model, inflated and unsustainable margins which are posed to decline, and its limited growth prospects which will restrain its ability to hit its long-term earnings expectations."

"“We use EBITDA Less Float to measure the profitability of our core business (excluding “float” revenue, over which we have less control), and believe EBITDA Less Float acts as a guardrail to ensure that Core Revenue performance is achieved in a sustainable way.” — BILL 2024 Definitive Proxy Statement (10/25/24)"

"We estimate GLOB founders sold (or transferred) over $80m of stock in the IPO, each of the subsequent secondary offerings, and multiple open market sales. Additionally, we believe that the irrevocable trusts may not have to file its sales in the open market, making it difficult to track their current ownership"

"Axon’s $1.8 billion market cap valuation seems excessive relative to the market opportunity, which we do not believe has significant growth given: 1) stagnant law enforcement officer growth, and 2) deflationary forces that will compress Axon’s ability to charge for cameras while absorbing rising storage costs."

"Spruce Point believes Kornit Digital (“the Company” or KRNT) saw 2018 revenues, and particularly cash flow, driven entirely by Amazon’s expansion of its Merch program, which are likely to taper based on a slow-down of program growth, and would leave a gaping hole in Kornit’s aggressive revenue growth strategy."

"Outside these transitory issues, we believe our business continues to build momentum. We now have 10 large customers for our AIML lifecycle services, which we believe will increase their spend with us in 2023, some significantly, based on our current line of sight. — Jack Abuhoff (CEO, INOD 3Q22 earnings call)"

"Thus, even though the Sponsor claims it is transferring equipment value to the Tax Equity, when one looks through the economics of the transaction, we believe it becomes clear that RUN is mainly selling assets that are not dependent on the homeowner's purchase of electricity once the FMV has been established."

"It appears CTC is more inclined to sell properties than it was in the past. In 2018 and during the first half of 2019, CTC drastically increased the value of sales. This is concerning given that CTC’s debt load has grown substantially over this time. We believe this is a sign the company is strapped for cash."

"Spruce Point believes that analysts are stretching for reasons to promote BOOT with a most recent example being Beyoncé’s new Cowboy Carter album. Unfortunately, we find that consumer interest is quickly fading, and such “one-time” sales benefits should not be a reason for BOOT’s valuation multiple to expand."

"We believe investors are ascribing an irrationally high valuation to Oatly. Per the Company’s own trusted data source of Euromonitor, the plant-based dairy market in its key regions is expected to be $21 billion by 2025. However, Oatly’s current valuation is almost $12 billion, or 62% of the projected market."

"“Recurring revenue, on both a GAAP and non-GAAP basis, is the portion of our revenue that we believe is likely to be renewed in the future, and primarily consists of initial and renewal PCS, SaaS, term-based licenses, and managed services, which are recognized over time.” — VRNT Q4 FY19 Earnings Press Release"

"Spruce Point does not believe that BR is justified in calling itself a SaaS company with margins that scale. In fact, its financials look nothing like a high quality SaaS company. When we benchmark BR's gross margins and deferred revenue relative to its recurring revenue, we find it to be wildly below peers."

"Elliott believes that there is an opportunity for stockholders to realize value SIGNIFICANTLY greater than BMC's current stock price through the addition of thoughtful and experienced technology executives who will encourage a full strategic and operational review with the aim of maximizing stockholder value"

"In short, we believe a standalone digital cytology provider such as Lacuna has no sustainable competitive advantage, as the technology is relatively simple (transmitting a test image or result) and the available pool of veterinary pathology expertise is large and fluid (Lacuna has lost two to IDEXX to date)."

"Based on our research and conversations, we believe recent acquisitions executed under Farrell and Dierker have been poorly planned and executed, and more aggressively structured (notably with earnouts) – insult to injury given the large multiples paid for these deals and rising debt load to fund the deals."

"Spruce Point believes Heska Corp (Nasdaq: HSKA or “the Company”), a $2.8 billion market cap animal health equipment distributor, has been struggling to grow organically and has been using low-quality acquisitions as a means to deflect market share loss and margin erosion and to generate investor enthusiasm."

""In order for [refranchising to 90%] to create value requires...selling nearly 500 stores at multiples higher than we believe are achievable...[and] trading multiple expansion to levels significantly higher than demonstrated on a sustained basis by casual diners" — Alex Ware, Chief Financial Officer, 2/7/17"

"Stifel's $29 price target and "Buy" recommendation illustrates that analysts and investors are expecting expansion of the Amazon relationship. Barclays as well believes Amazon sales will be stable for the next few quarters, and acknowledges the big downside risk. We believe the market will be disappointed."

"Spruce Point believes that the overwhelming macroeconomic events which have transpired since the deal was announced could render the business even less appealing at the current juncture, encouraging the buyers to pressure Forescout into renegotiating the deal, or even compelling them to walk away outright."

"Spruce Point believes there is rampant misunderstanding of CLEAR’s capital structure. Even Bloomberg fails to identify over $115 million of operating leases. However, we think the biggest disconnect is the multiple share classes that are convertible to Class A shares and the Tax Receivable Agreement (TRA)."

"“the current situation is a stalemate” — Misawa (CFO). “we do not necessarily have an accurate grasp of the situation” — Misawa (CFO). “we believe that this will increase” — Misawa (CFO). “I think we will see...or rather, an increase in inventories” — Misawa (CFO). “minimum level forecast.” — Misawa (CFO)."

"“the current situation is a stalemate” — Misawa (CFO). “we do not necessarily have an accurate grasp of the situation” — Misawa (CFO). “we believe that this will increase” — Misawa (CFO). “I think we will see...or rather, an increase in inventories” — Misawa (CFO). “minimum level forecast.” — Misawa (CFO)."

"Because we believe that IPX may be challenged to meet the revenue expectations set by analysts (and they may never produce any revenue in one possible scenario), we believe the best way to evaluate the valuation is price to book value. On this metric, IPX’s share price appears to be materially overvalued."

"Unlike most bankruptcies where equity holders lose most, if not all, of their value, we believe GGP’s bankruptcy provides the ideal opportunity for a fair and equitable restructuring of the Company that preserves value for all constituents: secured lenders, unsecured lenders, employees, and equity holders"

"Spruce Point believes that investors should take the CEO’s claims that SORT® will be a major contributor to revenue and EBITDA with a grain of salt. It is currently being given away for free. We believe that converting users accustomed to paying nothing into customers paying something is an uphill battle."

"Stryker commands among the highest valuations in the medical device and technology space, reflecting investors belief that it is a proven acquiror worthy of a premium. However, we have provided ample evidence why we believe that narrative is no longer a defensible reason to own shares at this price level."

"Spruce Point believes it is time for significant change at Kratos (Nasdaq: KTOS). Based on our research suggesting abysmal financial and compliance failures leading to a recent criminal conviction of a senior Kratos Director, we are calling for the resignation of its CEO Eric Demarco and CFO Deanna Lund."

"We believe that Ms. Welty’s extensive global industrial experience, including her C-suite executive leadership roles in the chemical, natural resource and energy industries, will allow Ms. Welty to provide strategic, financial and corporate governance insight, making her a valuable addition to the Board."

"Spruce Point believes that Rollins' gross margins reporting is also opaque. Recently in 2022, the Company provided no qualitative discussion at all about factors affecting its performance. While we applaud recent efforts for more transparency, we believe gross margin discussion could be enhanced further."

"Assuming on a housing recovery over the next several years, we believe FBHS is worth ~$18 to $27 per share today. The midpoint valuation is $22/share today, which is up ~70% from the recent share price of $13. If the housing market never recovers, we believe FBHS is still worth nearly $14 per share today"

"We believe that the most recent (February 2017) MRE contains flaws similar in scope and form to those of earlier Nkran estimates. There are indications the models have been smeared, which means to overweight positive results – extrapolating them out broadly – but underweight or ignore “zero intercepts.”"

"The HIMS care model is seemingly optimized for the high-volume issuance of prescriptions. Whether or not that is appropriate for more discretionary issues like ED, we believe it limits the new indications HIMS can target and conflicts with the story HIMS tells investors about its business and strategy."

"HIMS crafts a narrative that it is a healthcare company. We believe the Company has done this to both distract from the fact that its products are highly commoditized and to present a larger TAM to investors, not to mention attempt to get the higher valuation multiples ascribed to healthcare companies."

"“The transaction provides the ability for stockholders to elect to either monetize their investment or participate in any upside potential with KKR as a committed partner that believes in the growth strategy that the Box Board and management team are executing.” — Company Issued Press Release, May 2021"

"“Despite the positive progress we've seen, we believe our stock is significantly undervalued and represents one of the best opportunities in the market today [...]. Today, we announced another substantial issuer bid for up to $15 million at a price between $17 and $20 per share.” — Mr. Proud, 5/10/2023"

"The GTO segment shows minimal capex spending despite the inclusion of Itiviti which spent 15% of sales on capex in 2020, and the large build-out of the wealth management platform for UBS which we believe at least $1.0 billion has been spent, and which we believe should be reflected in the GTO segment."

"Appraisers, they usually discard the comparable sales method, on the theory that it's hard to find good data, which is a little hard to believe in the solar rooftop market, since most of these same companies make direct sales to consumers. — Interview with Renewable Energy Legal Expert D, October 2021"