Callouts & quotes from 3,960+ activist slides

"“We believe that the presentation of Adjusted Free Cash Flow is relevant and useful to investors because it provides a measure of cash available to pay the principal on our debt and pursue acquisitions of businesses or other strategic investments or uses of capital.” — GTT Q1 2019 SEC Form 10-Q, p. 40"

"Spruce Point believes that, with Penumbra U.S. Stroke revenue growth set to slow in the face of heavy competition, and with consensus peripheral thrombectomy sales expectations far too aggressive, company-wide sales growth is set to be cut almost in half from Street estimates, from FY19 through FY21."

"Spruce Point believes that, with Penumbra U.S. Stroke revenue growth set to slow in the face of heavy competition, and with consensus peripheral thrombectomy sales expectations far too aggressive, company-wide sales growth is set to be cut almost in half from Street estimates, from FY19 through FY21."

"The chorus of stock promoters have a resounding “Buy” recommendation on DV’s share price with just one of fourteen analysts with a “Neutral” recommendation. However, we don’t believe any have conducted a forensic analysis of DV’s financial reporting and accounting practices to question its practices."

"We believe that the Fairness Opinion and several statements made in the background incorrectly characterize TPCG as a commodity chemical business to intentionally dissuade potential bidders and hand the company to First Reserve and SK Capital as preferred bidders without maximizing shareholder value."

""In efforts to terminate early the Zentrick Deferred Payment Terms, the Company believes payment between $2.8 million and $5.5 million is possible, with no amount within the range being a better estimate than the amount recorded on the Condensed Consolidated Balance Sheets." — Prospectus Nov 17, 2021"

"With third-party 3D printing labs only just now entering the clear aligner industry in size, Spruce Point believes that this head-to-head comparison is similar to the kind of cost comparisons which will increasingly be conducted by orthodontists and dentists as third-party labs enter the mainstream."

"Given all the evidence we've presented of REZI's struggles, we argue that its multiple expansion is unwarranted. We believe management should not be given the benefit of the doubt that it can engineer a remarkable improvement by splitting up a complex entity that it previously failed to rationalize."

"We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses."

"We believe a relevant publically traded peer set to compare IRBT should include small cap consumer electronic and household product companies such as: Sodastream (SODA), Leapfrog (LF), Skullcandy (SKUL), Zagg (ZAGG), NetGear (NTGR), Voxx (VOXX), Universal Electronics (UEIC) and Select Comfort (SCSS)"

"Notice that BR recently included warning language around impairment charges and that a significant non-cash impairment could have a material adverse effect on its operations. Based on our findings and analysis, we struggle to believe BR's explanation that the UBS partnership isn't already impaired."

"Spruce Point believes Ballard investors should be cautioned by its history of partnership failures in China, notably Azure in 2013-15. Our on the ground due diligence strongly suggests this time around with Synergy/Broad Ocean will result in disappointment and a significant stock price correction."

"Starboard believes these seemingly self-serving actions demonstrate a complete disregard for proper corporate governance and fiscal discipline by members of management and the Board and suggest that these transactions were not entered into with the best interest of the common stockholders in mind."

"With shareholder's and sell-side analyst's constant focus on 1) real estate and 2) share price, we believe the Board's approval of executive package with no relationship to these two inputs demonstrates a complete breakdown of Director accountability to shareholders, the true owners of the Company"

"No cardiovascular exclusion criteria is listed in the pilot study, and we believe that the decision to then exclude such patients is an admission of the cardiotoxicity signal in the pilot study – as well as a reckless attempt to cherry-pick patients not reflective of a real-world clinical setting."

"Starboard believes Mr. Brown’s experience as a founder and senior executive of one of the world’s most successful semiconductor technology and licensing companies along with his strong operational experience and deep industry knowledge will enable him to provide invaluable oversight to the Board."

"For these reasons, I am supporting Elliott Investment Management in its engagement with Phillips 66. I believe Elliott's nominees to the Board - some of whom I know personally from my time at ConocoPhillips - have the potential to instill a new culture in the Phillips 66 boardroom. — Gregory Goff"

"Spruce Point believes BR has also experienced operating expense bloat in the past few years that will amplify the downside risks. We observe that its SG&A margin has creeped back to levels not seen since the 2014-2016 period. This is even despite efforts to rationalize its real estate footprint."

""While the majority of products sold on our platform today are generic formulations in nature, we believe the future is one where proprietary formulations and truly personalized products not available anywhere else makes up the majority of our business." — CEO Andrew Dudum, Q2 2022 Earnings Call"

"Although we question Amdocs' reported workforce figures, we are struck by the relative growth in the Company's headcount in India relative to other geographies. We believe that this reflects Amdocs' increasing shift towards IT services and business process outsourcing, over product development."

"Analysts are polarized when it comes to SMCI's share price outlook. However, we don't believe any have properly assessed the risks from having a large portion of its current business tied to Facebook, which is under cost-cutting pressures and reportedly already reducing spending on datacenters."

"With the same toxic combination of leverage and cash burn, we believe investors underestimate Nevro’s risk of becoming the next Nuvectra, especially if the FDA takes any action against its product, or if the OIG’s Nov 16th Special Fraud Alert on speakers programs is predictive of what’s coming."

"the majority of patients do not come back and say holy hell, I can't believe how awesome I feel. It doesn't work that way. It's an adjunctive measure to get people to feel improvement that they say, yeah, you know what? I do feel some improvement, and I notice it even more when I don't take it."

"Seemingly unlike iRhythm’s Board, we do not believe the same management team that resided over a systematically flawed quality and compliance system should receive extra incentive compensation just to remediate their shortcomings, obey basic medical device laws, and cease endangering patients."

"While there are multiple contributing factors to TI’s underperformance, we believe the most significant has been the dramatic increase in capital investment announced in 2022, which has led to a fundamental deviation from TI’s long-held commitment to driving growth in free cash flow per share."

"Spruce Point believes that Forescout will have trouble reaccelerating its top-line growth rate as it attempts to win smaller, more price-sensitive mid-level customers with less comprehensive cybersecurity needs – particularly as the ongoing pandemic pressures budgets across the global economy."

"We believe Heska's assertion that its 2020 subscription performance outperformed its outlook appears to be incorrect. Furthermore, we believe the Company embellishes its North American subscription growth metric by not properly disclosing the potential contribution of scil's Canadian business."

"We believe Limbach significantly overstates its free cash flow, which in turn inflates its reported Adj. EBITDA-to-FCF conversion rate. While the Company claims an 80% conversion rate over the past six years, our Spruce Point-adjusted FCF analysis suggests the true figure may be less than 60%."

"While developing a chip rather than licensing HDClear may or may not be the right answer over time, we believe it is critical to have independent Board members who can assess the risk-reward of each option with an open mind, so that HDClear has the highest chance of success over the long term."

"We believe directors sit on a board to represent the interests of shareholders. In our view, the corporate governance and nominating committee should heed the voice of shareholders and act to remove directors not supported by shareholders or correct the issues that raised shareholder concern."

"Starboard believes Mr. Riedel's direct involvement in the restructuring of Nortel, including the sale of the Nortel's patent portfolio for $4.5 billion, as well as his knowledge of the technology industry and leadership experience, will enable him to provide invaluable oversight to the Board."

"Align bulls generally do not consider in-house 3D printing a serious threat to the Company. However, Spruce Point finds that historical limitations to in-house 3D printing have little to do with doctor preference, brand loyalty, or cost savings limitations, as is believed by most Align bulls."

"PT ALH seems to be a premeditated chain of sham transactions that not only unjustifiably pumped up net income by $46.4 million (and possibly EBITDA the next year), but requires investors to believe that in order to facilitate the transactions, Noble’s attorneys went out of pocket $12 million."

"We believe the proposed transaction will not close the Company's substantial discount to net asset value ("NAV") and is a thinly veiled attempt by management and the Board to rid themselves of a decades-long poor track record rather than address the fundamental issues challenging the Company."

"We are writing to you today because we believe the Company has a great deal of potential that is unfortunately not being realized. This is due to Upwork’s lack of strategic clarity and focus, ineffective execution, poor capital allocation, and revolving management team under CEO Hayden Brown."

"In situations where a company has generated long-term outperformance, such a long-tenured Board might be accepted by the investor community, but given the sustained share price underperformance at Cognizant, we believe directors with new experiences, skills and perspectives would be welcome."

"Does Intuit deserve a premium SaaS multiple? As much as two-thirds of revenue is either episodic, usage-based, remnants of license, or from end-of-life product. And while a portion of Intuit's payroll revenue is volume based, we believe take rates in that market will be a race to the bottom."

"We believe investors in GP should take a close look at the company's Chairman, CEO and largest shareholder, Fraser Atkinson, whose track record points not just to an inability to manage the business to its financial targets but to an alarming disregard for his fiduciary duty to shareholders."

"Spruce Point believes that changes in Executive and Board leadership at Enfusion are highly troubling. Notably, at least two members have served at companies targeted recently by other short sellers while the CEO was Chief Risk Officer at a firm that settled with the SEC for illegal trading."

"“I cannot find any Dentex floss pick. Do you carry them?” — Spruce Point; “Let me check... We only seem to carry the generic brand.” — CVS Sales Associate NY Store; “What about Clear Eyes?” — Spruce Point; “I believe we only carry the generic for that as well.” — CVS Sales Associate NY Store"

"In order to conceal the spiraling losses from its manufacturing meltdown and pricing scheme - and to prevent its Ponzi-like nature from becoming obvious - we believe that Twist has resorted to Worldcom-esque accounting fraud, fabricating a 45% gross margin that it promotes will rise to 60%."

"TASK is trying to sell investors on COVID-19 related expenses as adjustments to EBITDA and EPS. This might be perfectly acceptable if it were common practice for public company peers to do so. However, we don't believe that to be the case. As a result, we adjust TASK's EBITDA lower by ~$8m."

"Axon has magically boosted its TAM by increasing both user and price assumptions. The pricing assumption for its AI TAM cannot even be justified by its current pricing. Bundle assumptions show it gets $50/month, whereas Axon leads investors to believe that it should be valued at $100/month."

"Spruce Point believes that Bemis had much worse working capital than Amcor, and not simply 2x Amcor's as suggested by an analyst. Over the preceding, six quarters prior to deal closing, we calculate Bemis' working capital to sales ratio averaged 13%. Amcor's working capital was around zero."

"While adding a new independent director to the Board is a step in the right direction, we believe his appointment was merely reactionary and an attempt to win the support of another shareholder in this election contest and likely would not have been done were it not for the pending contest."

"Share price underperformance has occurred despite no significant change in the operational outlook for ArborGen or Tenon leading us to believe that the primary cause for the underperformance was the mis-management of both the ArborGen IPO and shareholder expectations with respect to Tenon."

"We believe that the ability of the trust to sell stock in a short time frame after being contributed is a red flag, particularly in context of Aerojet’s audit chair resigning, its COO entering into a retention agreement, and IRS and California tax audits being disclosed shortly thereafter."

"Pershing Square believes, based on our investigation, that in the past Herbalife's compliance department made essentially no effort to enforce or audit compliance with the 70% Rule or the Ten Customer Rule and has taken steps to make Herbalife's return policy unattractive to distributors."

"We believe investors should be concerned that management’s long-term restricted stock incentive program is tied to fewer hard long-term financial performance metrics, and now includes arbitrary stock price targets (which imply lower and lower growth) – most of which have been hit already."

"CLEAR is also eliminating the Net Member Retention metric going forward and instead will rely on Gross Dollar Based Retention which embeds both member retention and ARPU growth. Spruce Point believes this is a ploy to hide the underlying problem which is cancellations or member retention."

"KLA’s actinic inspection tool was in development circa 2015/2017 but put on hold as they believed the market for such a tool was too small – a prescient view given the insignificant amount of Lasertec revenue that actually comes from EUV actinic tools versus its old DUV and other systems."

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"We spoke with a former Avery employee who has over 20 years of experience in the label industry. He told us that he believes the risk of increased consolidation among converters is being underappreciated and continued consolidation will result in tangible pressure being exerted on Avery."

""In the 1980's, half of the patients we implanted with stimulators were for PDN." — High volume Nevro user; "I don't believe anything they say...every Nevro study is the same." — KOL; "I think they're lying." — KOL; "no long term plan there," — Former executives regarding Keith Grossman."

"An interview with a former SafeCharge (now Nuvei) employee confirmed our belief that Nuvei entered the European gaming market as its existing retail business became more competitive. This higher risk business allowed for a recent uplift in margins which we believe will be unsustainable."

"We believe Procept’s premium valuation is unjustifiable. While some market participants may reference robotic surgery pioneer and market leader Intuitive Surgical (ISRG) to support Procept’s multiple, we believe a comparison of the two companies makes any such rationalization misguided."

"If shareholders do not see progress soon, then we believe it would be incumbent upon the Board to take more substantive actions to ensure that the value of the Company is maximized. We believe these actions should include potential management changes and exploring a sale of the Company."

"Engine believes that following strong Q4 results, HMHC stock would have traded at or above $19.50 per share, implying the Veritas offer represents an insufficient premium of 7.7% instead of the 36% premium the Company is advertising based on an artificial low point tied to a media leak."