Callouts & quotes from 37,061+ activist slides

"Cutting hydrocarbon production (without a credible green-alternative to be available in an equivalent size) jeopardizes the development of sub-Saharan economies, which depend on it for 90% of its energy use."

"These conversations led our investigators to conclude that DZTD Wealth and DZSQ are taking investors' money and sticking them in products that are loans to individuals and SMEs – in other words, P2P lending."

"Harvey's unparalleled executive, advisory and public board experience restructuring, refocusing and turning-around struggling enterprises will allow him to provide unprecedented perspective to the Hess Board"

"We believe this study was used by Ambry Genetics to confirm and justify why they started doing DNA and RNA testing at the same time (concurrent testing) for people being evaluated for hereditary cancer risk."

"We believe Huntsman asked Ms. Lin to join the Board during settlement discussions with Starboard earlier this year because of her vast operating experience and knowledge of specialty chemicals and materials."

"If we let the incumbent Board members and management team continue in their ways, we believe Olive Garden may become the next Red Lobster...an iconic American brand destroyed by Darden’s Board and management"

"Darden management has suggested that $60 million (a paltry 1% of the total cost pool) in savings can be achieved, but we believe this is an order of magnitude lower than what is really needed AND achievable."

"Spruce Point believes that Xylem's acquisition of Evoqua is an implicit acknowledgement of failure towards its long-term goals for 2025 which it previously outlined at its Investor Day on September 30, 2021."

"Unlike many businesses where investment spending works toward building a durable asset, a franchise value, and a recurring revenue stream, here the Capex goes toward reducing the assets one barrel at a time."

"Over the past five years, the Company has experienced material turnover among its executive leadership team, leading to instability and a lack of operational consistency, as the following graphic highlights."

"Looking carefully at AMR's equity account statement and stock repurchase footnotes, we see it repurchased $23.84m of stock in Q1 2022. Furthermore, it recorded $3.03m of inflows from warrants being exercised"

"We expect the first generation of these devices to hit EP labs within the next 3-4 years, dealing the final blow to any rationale for broad adoption of hybrid/minimally-invasive surgical ablation approaches."

"The single-procedure efficacy of a catheter ablation aided only by real-time mapping matches the double-procedure efficacy of Convergent, and the double-procedure efficacy using AcQMap is a vast improvement."

"Warning: If Oatly expects to make new product introductions into adjacent markets, we believe it won't be easy. For example, all key competitors are already marketing oat creamers at supermarkets and online."

"Spruce Point believes that, given the nature of Dropbox's contracts, customer base, and lack of developed technology, commission costs represent customer acquisition costs which should be recognized upfront."

"Spruce Point believes it is unlikely that Dropbox is a takeover target for a strategic buyer, and that it is not yet cheap enough, and would be an unusually large deal, for technology-focused private equity."

"Spruce Point is alarmed that the Chief Accounting Officer has been described by the Company as not afraid to operate in gray areas and can “tailor” accounting practices vs. re-engineering business processes."

"Unfortunately for Twist, oligos and their by-products are a pure commodity, as synthetic DNA is just a specialty industrial chemical, priced by length like nylon rope at Home Depot, at pennies per base pair."

"3-15 is important for investors to understand NQ's management. First, they obviously lack an ethical compass - that is the obvious. More subtly though, this is evidence that they just cannot help themselves."

"FND stopped providing enhanced disclosure of where the capex was spent after 2021. Even more concerning, the capex omission came after the CFO claimed that new store unit economics were the best ever opened."

"FND's inventory accounting is called "moving weighted average cost method" and appears to be some hybrid of the method used by Lumber Liquidators and Tile Shop, which are both embattled and struggling peers."

"Also Deloitte's final note at Dairy Crest (U.K.) warning about the greatest potential for fraud around revenue recognition and "topside journals" is a big departure from its prior Independent Auditor Report."

"Oklo uses “illustrative unit economics” to promote the anticipated low capital costs and cash returns... We believe there are several problems with Oklo’s unit economics which render them grossly misleading."

"Assuming State Street successfully executes Trian's action plan and a modest re-rating to 13.5x forward earnings, we arrive at an implied target value per share for State Street of approximately $99 in 2014."

"we are proposing that TI adopt a dynamic capacity-management strategy and introduce a free cash flow per share target of $9.00+ in 2026, representing a level that is ~40% above current investor expectations."

"The following considers in greater detail the financial, operational and strategic benefits that could accrue to each SeparateCo (AOL, Content, Publishing and TWC), if it were an independent, public company."

"Sell-side analysts justify their price targets through contortions of logic, such as assuming development success rates six times the industry norm – even for a company with PeptiDream's dismal track record."

"Our concerns about Axon's revenue quality and cloud story is further supported by the fact that its quarterly revenues in 2018 sum to $92.4m, which does not reconcile to its annual reported result of $90.3m."

"We foresee a full separation driving much higher value for shareholders over time than other alternatives, even assuming management executes its plan of high single digit EPS growth in the current structure."

"If Kornit received a multiple closer to printing and computer equipment peers, and our concerns about Amazon come to fruition, it's easy to justify a price target of $4.50 – $9.30 or 75% – 85% downside risk."

"MSCI's SEC Form ADV 2A references that it has just 84 employees but through its foreign affiliates “leveraged” 600 ESG employees including ~250 analysts and researchers. How are these costs allocated to ESG?"

"MTD has been audited since 1999 by PwC. In the U.S., it is very rare for an auditor to go to jail for malpractice. Even in some of the U.S.’s biggest frauds (Madoff, Enron, Worldcom) no auditor went to jail."

"Why in the late stages of business cycle is Mettler now acquiring its real estate in newly formed entities? Is it becoming more desperate to boost earnings by removing lease expense, and to capitalize costs?"

"Subsequent to the move, Dalian’s OP margin declined from 15.4% in FY 2009 to 10.6% in FY 2010, indicating that the Automotive portion of Dalian was much higher margin than the Small Precision Motors portion."

"If the following does not convince an investor that NQ’s YDT narrative is fabricated, then the investor is either too emotionally invested in the stock, or is gullible enough to still believe in Santa Claus."

"Companies must be agile to adjust rapidly while testing new innovative services both in B2B and B2C, this requires a « new mindset » bringing the entire organization in a new era, thinking « out of the box »"

"GINGKO BIOWORKS announced a purported “$150MM deal” with BLI in 2019. We spoked with two Gingko executives, both of whom hesitated and expressed concerns when we asked if they’d ever personally invest in BLI"

"BLI instrument is prone to a “lot of false positives and negatives”; the machine’s throughput is poor for antibody discovery efforts; and is at least 4X as expensive as its closest substitute, FACS machines."

"GINGKO BIOWORKS executive #1 was surprisingly cautious given the purportedly “$150MM deal” with BLI: “jury is still out” and too early to say whether the tool can compete against other screening technologies"

"Spruce Point interviewed a former Stryker M&A professional who provided some startling insights about Stryker having been burned before by acquiring overstated inventory and performing limited due diligence."

"There were early signs of challenges with Vocera Communications. Not long into its life as a public company, securities litigation alleged that management misled investors with overly optimistic projections."

"But therein lies a key to the fraud - while Lasertec claims to have the highest profitability, its cash conversion is the lowest - a striking anomaly at the center of the largest corporate frauds in history."

"Changke Liu, the founder of Changing Edu, appears at the bottom as the legal representative of Guangzhou Shujia, but there is no suggestion GZ 1-1 is outside of Haoweilai or actually belongs to Changing Edu."

"John Rego, Telaria’s CFO and CAO at the time of the merger, was CFO and CAO at Vonage during a period it surprised investors with a material weakness of financial controls that required financial restatement"

"What more evidence is needed that Telaria is being run as a separate business than current employees in key product, strategy, finance and accounting roles still representing themselves as Telaria employees?"

"We believe Olam management could be using its desired net income as an input rather than an output when constructing its financials, and that the reported figures might therefore be misleading for investors."

"We recognize that Olam could be staking out a negotiating position; but, if we assume that Olam wants to pass the laugh test in its appeals, these 90% proposed reductions should not be too far from the mark."

"After prorating our data to the number of days in the 3rd quarter, we estimate that Lianjia’s existing home sales GTV was approximately RMB ~161 billion in 3Q21, which suggests BEKE inflated the GTV by ~15%."

"As Korea's preeminent business group, it is time for Samsung to lead the way on governance and capital allocation, and to help eliminate the "Korea Discount" to benefit Korean markets and society as a whole."

"Why is this? Only the SONAR authors can say for sure, but we believe the likeliest explanation is a systematic attempt to misrepresent the data to make them appear more favorable to atrasentan than they are."

"We believe PGNY needs the clinics more than they need PGNY and that short, 1-year clinic contracts only increase clinic network negotiating leverage, which we believe may pressure PGNY margins going forward."

"To be conservative, we have assumed that the agencies will take a “De-consolidated View” and Target will maintain solid investment grade ratings in the Mid - High BBB/Baa category (versus A+/A2 rating today)"

"Spruce Point frequently finds that companies with poor ability to meet capex targets suffer from larger challenges including unstable or worsening end markets or simply poor financial planning by management."

"Comparisons to each of the peer sets indicate that our shareholders are well-served to invest their money with ADP, rather than investing in these other universes of companies (over any relevant time period)"

"We estimate $822 - $966 million of additional liabilities (beyond the convertible bond notional) are not being factored into Aerojet’s valuation, allowing some analysts to claim it is “cheap” on the surface."

"KOL's provided other reasons for explants beyond device failure and lack of efficacy, such as “intolerable” patient discomfort, “untenable” recharging requirements, adverse effects, and improper indications."

"New long-term incentive plan rewards measurable results: organic sales growth, gross margins, and credible ROIC targets while retaining certain sustainabililty elements, but focused on verifiable benchmarks."

"Buying of AOS has steadily transitioned, particularly since Q4 2018, from U.S. fundamental oriented investors to passive vehicles, quant funds, foreign investors and sustainability funds (e.g., water funds)."

"The details the Utah surgeon shared are shocking – that TransMedics allegedly bills them for multiple private jets even both the donor and recipient are both “just down the street from us” in Salt Lake City."

"We also note the cluster of fifteen “consulting” payments of exactly $50,000 each, mostly paid on the same day to various doctors – suggestive of kickbacks – as well as other suspicious clusters in the data."