Callouts & quotes from 37,061+ activist slides

""As alleged, using the lure of kickbacks disguised as rebates, Novartis co-opted the independence of certain pharmacists and turned them into salespeople for one of its drugs." — Manhattan U.S. Attorney Preet Bharara, April 23, 2013"

"Although we were able to offset increased material costs through our pricing initiatives during fiscal 2022, inflationary pressures have limited, and may continue to limit, our ability to achieve margin expansion. — Evoqua 2022 10-K"

"Under the partnership, Xylem will distribute Idrica's GoAigua technology globally and will take a minority stake in Idrica. The companies will also enter into a joint development agreement for new technologies. — Xylem Press Release"

"No one else in the industry uses a 40-year depreciation. The industry standard for pretty much everyone, from AT&T to Verizon to CenturyLink to Cogent is generally 20 years. Sometimes 15 but most cases 20. — GTT's largest competitor"

"Spruce Point: “Is there anything in the competitive environment that’s changed or should worry a WD-40 investor?” Response: “I would definitely research a company called PB Blaster to see what they’re doing.” — Former WD-40 Employee"

""We have no plans to change the peg. One of the reasons the peg remains and people are confident about the Hong Kong dollar is that it has not changed in the last 19 years" — Antony Leung, Financial Secretary (2001-2003) – Nov. 2002"

"[w]e see a number of opportunities for substantial shareholder value creation and look forward to seeing the Company execute on opportunities to drive profitable growth towards a best-in-class financial profile. — Starboard Value LP"

"How at a meeting in the fall of 2013, CEO Indra Nooyi told Nelson that the acquisition of the bottlers was a "mistake," thereby conceding that $21bn ($17bn excluding the equity PepsiCo previously owned in the bottlers) was misspent."

"Our analysis concluded that the majority of the observations in the report apply to older versions of the Merlin@home™ devices (i.e., those that have not been updated through the automated remote upgrade process). — St. Jude Medical"

"From picked-over carcass to agile global player: How a 107-year-old Canadian steelmaker is stirring to life — Financial Post. Inside Stelco: The steel maker survived near death. What's next in its comeback plan? — The Globe and Mail"

""Well, the dating platform neu.de certainly makes for a great story. I think we made dating more socially acceptable through the enormous advertising prints in our out-of-home billboard campaign." — Dirk Stader, Media Ventures's CEO"

"「MagnaChipは粗利率を操作する目的で、未完成あるいは未出荷の製品の売上に収入を認識した。<中略>陳腐化あるいは古くなった製品の処理を遅延した。」また、同社が「収入と粗利率に関する公約について、重圧に屈して2年弱にわたって四半期ごとに収入を誇大に計上した。<中略>財務上の目標達成のために多岐にわたる会計上の仕業を駆使した。」 — SEC (US Securities and Exchange Commission) regarding MagnaChip"

"Independent proxy advisors ISS, Glass Lewis and Egan-Jones agree: support Elliott’s case for change at Phillips 66 (NYSE: PSX). Vote by the May 21st deadline to add new voices to the boardroom that put shareholders’ interests first."

""As alleged, using the lure of kickbacks disguised as rebates, Novartis co-opted the independence of certain pharmacists and turned them into salespeople for one of its drugs." — Manhattan U.S. Attorney Preet Bharara, April 23, 2013"

"The roles have changed after discussions among the consortium members, and Kakao Mobility will focus on serving as a platform for UAM commercialization based on our platform technology operation know-how. — A Kakao Mobility official"

"Avery is an “investment grade” rated BBB / Baa2 / Stable by agencies S&P and Moody’s, respectively. We believe the credit agencies are not attuned to the fundamental challenges, and problematic accounting masking Avery’s struggles."

"Generac’s core competency and product focus has always been Home Standby Generators. However, a recently conducted study by Consumer Reports shows that Generac is not the highest ranked in the category of “Home Standby Generators”."

"Since the IPO on the London Stock Exchange in May 2013 and from our average cost basis prior to the position being made public, Platform’s share price has increased 201%, including the attached warrants associated with the offering"

"Essentially because TRE learned that it could successfully lie about operating a factory with a party known to shareholders, it went two steps further – lying about operating a trading business with a party unknown to shareholders."

"Themis and Mercury’s relationship with Supermicro was so strong that it was listed as one of their nine technology partners. However, following the Bloomberg report, Mercury quietly removed Supermicro as a partner from its website."

"Even assuming that service segment SG&A as a % of sales remains flat through the coming years likely underestimates the costs which PetIQ is likely to incur through the wellness center build (new store opening costs in particular)."

"However, upon closer examination, BP's strategy not only leads to the likely destruction of shareholders value - to the benefit of US super-major shareholders - but also fails to advance the proposed environmental and social cause."

"CIFS’s SEC filings imply that during the first two days of Kashgar SYX’s existence (December 29 – 31, 2016), it generated pre-tax income of $6.6 million (which translated into an astounding 47.3% of CIFS’s consolidated net income)."

"We believe that management's and the sell side's discussion of international markets as a significant growth opportunity inflates Dexcom's apparent TAM to investors. Dexcom's market opportunity beyond the U.S. is currently limited."

"We believe companies should generate significant operating leverage on revenue growth, evidenced by incremental margins that are substantially higher than consolidated margins – especially software companies with high gross margins"

"Stacy Nieuwoudt’s extensive experience evaluating plans to maximize shareholder value and investing across the energy sector, as well as her public company board experience, would make her a valuable addition to the Phillips Board."

"Analysts and investors extolled the benefits of a separation of Alcoa Inc.’s Upstream and Downstream businesses for years, while Dr. Kleinfeld dragged his feet and argued that he was the best steward of the Company’s various assets"

"An average-sized residential system has dropped from a pre-incentive price of $40,000 in 2010 to roughly $18,000 today, while recent utility-scale prices range from $16/MWh - $35/MWh, competitive with all other forms of generation."

"In the past decade, Zebra insider ownership has plummeted from 6.5% to just 1% of the equity. Over the same period, institutional investors known for doing fundamental research have either exited or materially reduced their stakes."

"2U is trading at peak valuation on the perception of flawless execution of existing and future program launches. Our report will illustrate the pressures facing 2U and why an unfavorable risk/reward exists at its current valuation."

"Spruce Point has evaluated thousands of financial statements over the years, but we have never seen an income statement charge called “unused office space” which Kratos repeatedly discloses. We are not buying what Kratos is selling"

"What were they integrating? Dudum went from being "very energized by the team's progress" on February 22, 2022 to the lead executive departing in May 2022 to opaquely telling investors he didn't see much opportunity in August 2022."

"Spruce Point believes that FND has a hidden form of debt within its Supply Chain Finance program. We observed that it modified disclosure language to reference amounts owed to financial intermediaries from amounts due to suppliers."

"Monster is dependent on keeping the perceived value of its equity high because it is the most aggressive issuer of stock-based compensation at 1.2% of revenue and almost ~$15,000 per employee among selected food and beverage peers."

"So in the absence of second-by-second trading updates and so that investors don't feel wronged or defrauded that we may close out of a lot of a position very quickly after publishing, just assume that that is exactly what we'll do."

"Where is the actual $5.6 million payment that was made in 2022? It is not recorded through the financing or investing section as related to the acquisition. Did it go all through the income statement and reduce operating cash flow?"

"85% of WFG agents reviewed had best practice issues, which most commonly included agents not taking notes when speaking with clients, insufficient disclosures, and insufficient information given to clients about potential policies."

"Vadara appear to address quality issues Spruce Point have previously raised and that plague Caesarstone's online reviews (cracking/chipping, staining & using chemicals), which appear to be a deterrent to purchasing CSTE's worktops."

"We are writing today to express our deep concern regarding your refusal to engage with ASG Technologies Group, Inc. (“ASG”), our portfolio company which has expressed serious interest in doing a take-private transaction with Mitek."

"Our reaction to the launch of the Intuit Enterprise Suite targeting the mid-market on September 17th was the same as the stock market’s: a giant yawn. We believe the offering largely represents the repackaging of existing products."

"Intuit frequently touts its AI and how its models are inherently advantaged from its vast trove of customer data. However, TurboTax Assist seems to have failed even the most basic queries from a Washington Post technology reporter."

"PERI's revenue per search per day is down 45% since 2019. However, the magnitude of the decline in Q1 2023, which fell 35% and 21% QoQ and YoY, is particularly disturbing and not adequately explained by management. RPM fell by 22%."

"Exiting slow-growth / no-growth businesses is not a costless strategy. Divestments do not occur in a vacuum. Management should not get credit for a higher “core” growth rate simply because it plans to exit slower-growth businesses."

"During one visit, they stood in front of Fab 4A as machines were being delivered. At that moment, we came to understand the only purpose that the so-called fab serves: as a storage facility for overflowing finished goods inventory."

"Olam restated certain 2008 figures in 2009... some of the figures that appear to be offsetting each other are coming from completely unrelated line items, and the changes leave S$64.5 million in unexplained adjustments to the COGS."

"The restatement makes no sense—for it to be correct, there must have been S$64.5 million in other unexplained increases within the cost of goods sold that were unrelated to the massive declines in derivatives and export incentives."

"In reality, Core is a cyclical business whose particular product suite was less affected by the 2009 downturn than other companies in the industry. Core was in the right place at the right time in the last cycle, but not this time."

"High ROI on buyback implies that there ought to be space in capital allocation for buybacks given the high return, and ultimately that is just acquiring great assets like SEC and Samsung Biologics for shareholders at a big discount"

"Step 1: The existing company ("Target Corp") forms a new subsidiary ("TIP REIT") and transfers to it the Facilities Management Services business, the owned land under the stores, and the owned land under the distribution facilities"

"We believe companies should generate significant operating leverage on revenue growth, evidenced by incremental margins that are substantially higher than consolidated margins – especially software companies with high gross margins"

"Spruce Point has conducted a thorough forensic review of the Amcor / Bemis transaction, including management’s bold claims for the transaction. Our analysis either disproves, or calls into question, each of the main selling points."

"athena wants everyone to back out the stock compensation because it’s a “non-cash” expense. Yet, it pays out cash taxes as part of its stock compensation scheme. At $28 million, that’s more than the company’s entire free cash flow."

"We have serious concerns about Heska’s management, financials, and competitive positioning, and we don’t believe the scil and CVM businesses acquired for 1.4x and 1.9x revenues only 1.5 years ago are worth substantially more today."

"We therefore believe that the reports CTR prepares for the Company are wholly unreliable. We do not believe that CTR developed these inaccurate numbers in a vacuum. We therefore hold the Company responsible for these misstatements."

"We estimate that Zillow's Adj. EBITDA growth since 2017 is comprised entirely of stock-based compensation. Zillow adds back stock-based compensation to Adj. EBITDA as a non-cash cost but uses cash to repurchase stock from dilution."

"Through accounting sleight of hand, a cash investment partially provided by Invesco, and a reverse merger into a soon-to-collapse U.S. nanocap led by a highly questionable CEO, BUR turned a loss at trial into a purported 195% ROIC."

"Adding a conservative $20 million in estimated cash legal fees incurred to date for this complex international litigation yields an ROIC that, while still impressive, is over seven times smaller than the 3,278% that Burford claims."

"The long-term nature of CalSTRS’ liabilities, and its responsibilities as a fiduciary to its members, makes the fund keenly interested in governance issues and ensuring that the businesses are optimally presented to the marketplace"

"Our liver transplant surgeons don't use TransMedics...a lot of people don't think you need it on the liver...cold storage works very, very well...ischemic times can be 8 hours...our liver guys are not interested in using it at all."

"Pitolisant is plagued by a potent CYP2D6 liability and extensive drug-drug interactions, which can exponentially multiply the risk of QT-related cardiotoxicity as well as adverse effects related to liver, kidney, or other toxicity."