Callouts & quotes from 37,061+ activist slides

"From vehicle R&D to commercial production takes around 5 years. From demonstration to commercial production will take around 2 years. There will only be two commercial producers of hydrogen fuel cell vehicles in China in 2018 and we expect at most another 2 in 2019."

"Investors shouldn't just listen to Spruce Point in our belief that FND's share price is overvalued. A majority of sell-side promoters have a neutral/hold/market perform rating and are waiting to see improvement in the business and believe FND's issues are temporary."

"Southwest’s rigid commitment to an approach developed decades ago has inhibited its ability to compete in the modern airline industry; this ethos pervades the entire business with outdated software, a dated monetization strategy and antiquated operational processes."

"Spruce Point observes that in addition to making a recent and subtle revision in the line-item from "Selling Costs" to "Other Selling Costs", it is by far the fastest growing operating expense with no discussion from management as to the drivers behind the increase."

"We recommend the establishment of a Finance & Strategy Committee of the Board (that includes Nelson and/or Jay) to create a dedicated subset of Directors focused on long-term strategy and the key strategic questions facing Disney, including those we have highlighted"

"MSCI's leverage ratio keeps rising and is at a decade high which significantly increases the risk to equity holders. At the current time, we believe it is a recipe for disaster that leverage is rising while client Retention Rate falls and competitive risks increase."

""Just So Happens" Mettler increased its EUR/CHF hedge for the first time ever ahead of the unexpected Swiss Franc revaluation. Thereafter, an audit committee member resigned, borrowing increased, and Mettler's EPS and guidance beat the Street on subsequent quarters."

"Our analysis suggests that a sale to one of the many well-capitalized buyers likely to engage in a process would deliver a meaningful premium relative to where Forward Air's shares have traded over the last 12 months, while eliminating further risk for shareholders."

"Elliott Investment Management L.P., together with the other participants in Elliott's proxy solicitation (collectively, "Elliott"), has filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission ("SEC")."

"Upon a close review of the text of the provided acquisition timeline, Spruce Point concludes that, per the deal proxy, it appears that neither the (2) "Preliminary Alternate Plan" nor the (4) "Illustrative Guidance" was ever provided directly to potential acquirers."

"BLK voting actions imply that it is in the best interest of their clients for a company to not pursue compensation for damages against former executives sentenced to jail (at the time of voting, on first degree judgement) for false accounting and market manipulation"

"For the first time in many years, Rollins referenced that termite damage claims have declined. Yet, it has said that revenues have gone up. However, this revenue source could be at risk if consumers perceive that termite protection services are not worth purchasing."

"You should assume that as of the publication date of our reports and research, Bonitas (possibly along with or through our members, partners, affiliates, employees, and/or consultants) along with our clients and/or investors has an investment position in all stocks."

"Weis is also dodgy when giving disclosures about its operating costs drivers. In Oct 2015, after questioning by the SEC, it agreed to provide more cost disclosures. (1) Fast forward two years later, and Weis is back to its practice of giving minimal cost disclosure."

"Bunge claims its credit has improved and increased the factor to 70% from 50% (slide 26). We disagree with this assessment. We apply the same 40% factor used by ADM. Bunge reported "misclassifications" of RMI in the 10-K which undermines confidence in its reporting."

"From the Company’s stock price reaction since our public involvement in September 2021, it seems clear to us that stockholders not only agree, but also recognize the value that is trapped within this Company, and likewise demand significantly greater accountability."

"By adjusting MGPI's balance sheet to remove the effect of long-term whiskey holdings, and include off-balance sheet purchase order commitments, we observe that its liquidity (as measured by its current ratio) to be significantly worse than it appears on the surface."

"We recommend the establishment of a Finance & Strategy Committee of the Board (that includes Nelson and/or Jay) to create a dedicated subset of Directors focused on long-term strategy and the key strategic questions facing Disney, including those we have highlighted"

"We find that ~50% the value in the transactions we examined is suspect—whether apparently siphoned money or assets; dealings with undisclosed related parties; three-card-monte style movements of assets, liabilities, and entities; or inconsistent financial reporting."

"I'm more concerned about the edema than the hyperglycemia...it's easier to monitor for the hyperglycemia than for the edema...that's been a question I've asked them: how do they clinically evaluate for edema if you're not going to be seeing the patient all the time?"

"While management has recently been increased their PR and investor relations efforts around the upside from Lightspeed Payments launched around the IPO, this is not its first foray into payments. Lightspeed introduced a payment offering in 2014. What happened to it?"

"All three were intimately familiar with pitolisant and criticized it for having the same fatal flaws, based on their analysis or testing, and characterized it as an old, simple, and inferior compound compared to the molecules they developed - and which still failed."

"We speculate whether Harmony may have misled the FDA, given the rampant statistical tricks across its papers and trials – using a 40mg dose to determine the plasma level in normal metabolizers, but only a 17.8mg dose in the three patients who were poor metabolizers."

"However, he stated insurance has recently become onerous to the point it’s turning off prescribers: “it’s been harder...I’ve been writing more letters and appeals...pain in the ass to prescribe”; “the fellows...say...it’s just so much easier to prescribe modafinil.”"

"From Company disclosures regarding the sales histories and pro-forma revenue contributions of recently-acquired businesses, our analysis suggests that Hill-Rom’s acquisitions consistently show top-line contraction immediately following their acquisition by Hill-Rom."

"While YT appears to have started to hide assets in Blitz in 2017 (two years before declaring bankruptcy), we have found that this money started to flow back into FFAI in April 2019 through a note purchase agreement with Blitz and other employees and relatives of YT."

"The stage is a critical enabling technology and key factor in ASML’s dominance: “to this day, the electric table, the superior alignment technology...are ASML’s bedrock...its super-fast, super-precise stage and alignment have been unique selling points for decades.”"

"So the last 12 quarters, which is -- goes as far back in terms of when we've shared that as a public company, the take rate has been between 2% and 2.5%. So a lot of stability there between 2% to 2.5%. That's point one, stability in pricing. — Goldman Conf Sept 2023"

"“Indeed, we consider leadership excellence to be the essential strategic plank of our business model….leadership creates value for all of our stakeholders – guests, investors, employees, vendors and the community.” — Darden 2004 Annual Report (Joe Lee’s last as CEO)"

"“Um so we have um thousands of customers that run jobs on our hardware every week,” — Peter Chapman. “Today, the pricing model is competitive with kind of supercomputing pricing, meaning basically several thousand dollars per hour for compute hours.” — Peter Chapman"

"I’ve done that experiment on the IonQ and from that, I get a general idea of how well it performs because one plus one should give me a two and two plus three should give me a five. — Quantum computing expert; user of IonQ’s machine; quantum computing faculty member"

""Our non-exclusive partnership strategy allows us to integrate with the various digital platforms that people are already using to help manage their diabetes," said Camilla Sylvest, executive vice president of Commercial Strategy & Corporate Affairs at Novo Nordisk."

"According to a PepsiCo manager with whom we spoke, the recently released “Off the Eaten Path” brand bag made with DNMR materials is also made from PLA compounds. Recent DNMR inventory increases in 1Q21 and 2Q21 may also have been related to its launch. — Footnote 25"

""Using the S&P 500 Index as a proxy for the global equity markets, we estimate that a 100-point change in the value of the S&P 500 Index, sustained for one year, would impact... fully diluted earnings per common share by $0.03 to $0.05" — BK 2011-2014 Annual Reports"

"CPI Italy 130 SPV’s “exclusive purpose is to carry out one or more credit securitization operations… including disbursement of loans, converting receivables into shares, and other security and equity instruments.” — CPI Italy 130 SPV Financial Statements 2021, Pg. 5"

"We have identified each of the six geographic regions... as separate components and have determined that these components have similar economic characteristics and therefore should be aggregated into one reporting unit. — 2018 10-K Goodwill and Intangible Discussion"

"To support defendants' claims that Amdocs' business was flourishing during the Class Period, defendants repeatedly told investors that they were increasing their workforce to support the Company's growing business. — Kerry Chambers, et al. vs. Amdocs Limited, et al."

"management promised the transactions would be accretive, provide synergies that could be reinvested back in the brands and allow PepsiCo to “take to a whole new level our ‘Power of One’ program of bundled food and beverage offerings” — PepsiCo press release, 4/20/09"

"「ACTIS A300の発表は、インテルとASMLが行った高開口数の極端紫外線装置の発表に合わせてニュースリリースを出したにすぎない」「レーザーテックからACTIS A300は、実際には1台も出荷されたと聞いていません。実態のある製品であるかすらわかりません。ACTIS A300の発表はただインテルとASMLが行った高開口数の極端紫外線装置の発表に合わせてニュースリリースを出したにすぎないのではないか、と思っています」 — グローバルファウンドリーズの幹部として長年の経験を持ち、レーザーテックとマスク検査全般に関わっている人物"

"[O]ur continued focus on international crude-oil-related developments and unconventional oil from shale reservoirs enabled Core’s earnings per share growth to outpace almost all energy-related entities and industrial companies. — Core Laboratories 2011 Annual Report"

"DLO's prospectus claims its "direct connections with merchants serve as a strong competitive advantage and barrier to entry for competing providers, and makes incremental volume that flows through [its] platform highly margin accretive." — DLO F-1, May 5, 2021, p.82"

"…based on the current [audit] schedule, the fully integrated schedule that all the parties that are associated with the process are working from, we're planning on – we're currently planning on meeting the statutory deadline for the 20F which is April 30. — Mr. Khan"

""In the third and fourth quarters of 2014, the Board of Directors began discussions about augmenting the Board of Directors with new members and began the process of determining the qualifications and skills desired for such new members." — ROVI 2015 proxy statement"

"Israel's Delek Mulls London Listing for Major Gas Holdings — Bloomberg, March 2019; Israel's Delek Drilling files for London Stock Exchange spin-off — Reuters, November 2020; Israel's Delek Drilling aims for London listing of restructured company — Reuters, May 2021"

""This is the fourth straight year that management is counting on a much stronger second half of the year. The company has failed to meet its guidance in the three prior years, so we don't have significant confidence in this guidance" — William Blair (August 3, 2015)"

"Colonial Bancgroup Inc and its trustee filed a lawsuit against former auditors PricewaterhouseCoopers LLC and Crowe Horwath LLP, charging them with accounting malpractice and professional negligence for not catching a fraud that led to the bank's collapse. — Reuters"

"“With certain docs, it’s a habitual thing where they’re like, ‘I need someone to help me now,’ and it’s not for a second. It’s not for five minutes. It’s for an hour....they don’t have the skills. But I can’t officially say that.” — Former TransMedics OCS specialist"

"we see Dr Miller and we have ZERO plans on giving our 10 year old son this medication for many reasons...the side effects are very concerning to us...we might consider it but only at a point of desperation when we have exhausted other options. — Anonymous member 654"

"“they lied” — Former KLA executive in a leadership role in their EUV mask inspection group; “it would be stupid to buy many more of those because I would do everything I can to avoid it.” — Former KLA executive in a leadership role in their EUV mask inspection group"

"Dadi told us that its annual revenue is less than $1.5 million (RMB 10 million). Lucky told us that the most revenue it ever generated in its history is $1.3 million. Yet ONP claims that in 2008, each respectively purchased paper worth $2.7 million and $2.2 million."

"We believe Agilent's current valuation represents a discount to intrinsic value and does not fully reflect the company's high-quality business model, increasing mix of recurring revenue, strong long-term growth potential and significant margin expansion opportunity"

"Both parties have uncompromisingly held fast to their views on the pricing and production capability. This is because it concerns the figures reported by the listed company regarding its assessment of its fixed assets and their figures on its operation performance."

"Spruce Point rarely sees companies modify their initial clawback policy. However, Generac expanded the policy recently in March 2022 to cover management “gross negligence” or “misconduct resulting in violation of law or company policy” that causes harm to the firm."

"In many cases, Carvana has delivered vehicles in dangerously poor condition, and has hidden the fact that a vehicle has been in an accident. Note that, depending on the state, failing to disclose that a used vehicle has been in an accident constitutes dealer fraud."

"Given that it buys loans with an average FICO score of 680, the remaining loans purchased by the other buyer must have an average FICO score of ~550 - and, for Carvana to report loan sales at 104 par, the buyer must be paying more than Ally pays for superior loans!"

"Based on our own detailed analysis, we firmly believe that Capricorn's standalone value is at least 330 pence per share – representing a 50% upside to the current share price and implying that the Proposed Merger represents a value give-away of over US$500 million."

"Portfolio construction should always begin with an evaluation of the company’s core strengths. If an asset doesn’t play to a strength, it shouldn’t be there. If an asset is not material with respect to NAV or doesn’t have the potential to be, it shouldn’t be there."

"There are even more troubling indications that suggest its software fails to flag even the most basic of irreconcilable inputs. There is an order summary for a male under a female profile and an entry that says samples were received before they were even collected."

"While BOOT is struggling, it splurged on a brand new 116,000 square feet corporate headquarters which is 37% bigger that its existing space. Spruce Point believes that BOOT should be doing more with less and not expanding SG&A while it posts poor financial results."

"The ultimate historical record is clear: Dr. Kleinfeld publicly opposed and prevented the consummation of the Separation for years and every dollar of value-creation which may result therefrom constitutes a damning further indictment of his leadership and judgment."