Callouts & quotes from 587+ activist slides

"Spruce Point believes that IoT is an old technology that has suffered from adoption headwinds and poor profitability. Recall that even C3.ai was C3.IoT before its business model pivot. We find a common theme among technology stock promoters: they typically rely heavily on targeting retail investors to sell their story of large profits and riches from buying the stock."

"After adjusting for improper add-backs, contingent consideration write-downs, and capitalized commissions (on a tax-adjusted basis for Non-GAAP Net Income), Spruce Point believes that FY19 Adj. EBITDA should be at least ~25% lower than Company-reported Adj. EBITDA, and FY19 Non-GAAP Net Income should be at least ~65% lower than Company-reported Non-GAAP Net Income."

"Considering that Zillow's Adj. EBITDA is virtually all stock-based compensation, Spruce Point believes free cash flow is a much better figure to value the Company. Zillow trades at a much higher multiple of free cash flow then nearly all its peers. At over 6x sales and ~37x+ FCF, we believe that Zillow is one of the most richly valued stocks among its peer group."

"An important part of financing projects is finding a financing partner that believes in your long-term view... All the project developers are concerned with is finding someone who will buy the asset at the forecast price. And that forecasted price doesn’t necessarily have to be true fifteen years from now, same with any other asset. — Former Engie Executive B"

"Value Proposition: Trian believes Mr. Winkleblack's substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."

"Spruce Point believes that DY does not have a good handle on the trajectory of its Days Sales Outstanding (“DSO”), a measure of days to collect from customers. The CEO's recent comments indicate a false sense of optimism that DSO will improve when they have worsened. Following his last comment on DSO, both CEO Nielsen resigned and CAO Villaverde resigned."

"Spruce Point believes CLEAR can potentially solve its capacity issues by continuing to raise prices, which would weed out some members not wanting to pay. In the extreme, CLEAR becomes like a high-end concierge service for a small member base willing to pay a significant fee. The Company would likely be much smaller than it is today under this scenario."

"Spruce Point believes Broadridge should have ceased capitalization of additional costs with the UBS project last year given delays and cost overruns. As a result, had the latest capitalized conversion and start-up costs been expensed, Broadridge would have been in violation of its “Leverage Ratio” covenant, which limits it to 3.5x Total Debt to EBITDA."

"Spruce Point believes it odd that GFL did not discuss an amended agreement with Waste Management on their Q2 earnings call. At the same time, GFL is introducing greater regulatory uncertainty by acquiring the WCA business. A new "forward-looking" risk factor statement highlighted by GFL may offer clues that its deals are on shaky regulatory grounds."

"Spruce Point believes part of what has driven Weis' share price is the belief that its operating cash flow grew 550% YoY in Q1'18. However, by pro forma adjusting results for its aggressive accounting change to accelerate accounts receivables as cash, and a one-time incentive payment (cash flow drag) from Q1'17, we estimate the growth rate was 74%."

"Notwithstanding that Vivendi nominees Anna Jones and Camilla Antonini declared their independence in the candidacy papers, it is our opinion that such independence is doubtful, since they both resigned from their former position in the board — together with other directors — to accomplish what Elliott believes to be a pro-Vivendi oriented outcome."

"Spruce Point believes that Xylem's digital ambitions are failing, in part, due to its lack of commitment to growth capital spending. We observe that software spending growth is declining and not exceeding its amortization. We also observe that in the quarter before closing Evoqua, Xylem made its first software impairment in more than two years."

"Spruce Point believes PowerSchool’s current share price presents asymmetric downside risk due to growing regulatory risks, a domestic customer base that is struggling to fund necessities, a flawed international growth plan, and nascent personalized learning products that we believe are unlikely to become meaningful contributors to bottom line."

"Spruce Point believes AMR is an ESG nightmare. Environmentalists and the public should be outraged to think AMR believes shareholders deserve rewards at this point. Spruce Point finds hidden liabilities, debts due to mine reclamation costs, pensions costs and compensating workers for black lung disease amounting to approximately $740 million."

"Spruce Point believes investors should be skeptical of the continued outperformance of PERI’s share price. PERI recently announced a CEO transition plan and then disclosed concerning revisions to accounting policies in its annual report. Insiders have been repeatedly liquidating shares and PERI reported its first cash flow decline in years."

"“For 2012, the compensation committee used Adjusted EBITDA as the sole performance metric under the annual and long-term incentive compensation programs because it believes that Adjusted EBITDA provides a simple and understandable measure of our recurring profitability and it is highly correlated to our stock price performance” — 2012 Proxy"

"Trian believes Mr. Winkleblack's substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."

"Trian believes Mr. Winkleblack’s substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."

"Trian believes Mr. Winkleblack’s substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."

"Some of these changes to the competitive landscape will be familiar to Align investors. Others will not. Spruce Point believes, however, that, taken as a whole, these developments will (and are beginning to) drive seismic shifts in the economics of the clear aligner space, which was until recently occupied by just one major player."

"Now, as pandemic-era spending dries up and district staffing costs have ballooned to their highest levels ever, Spruce Point believes that school districts across the country will face a major fiscal cliff, effectively ending the gravy train of federal funding that ed-tech companies have been milking for the past several years."

"Spruce Point believes there is little margin for error in food manufacturing, since the slightest mistake can cause contamination, illness, and even death. The repercussions could be long-lasting and tarnish the manufacturer's brand. We've noticed a recent uptick in product recall notices by Saputo, particularly in Canada."

"Valuing FSCT shares at a more conservative multiple – below that of its purported peer group – and taking into account (A) management’s unreleased guidance and (B) the potential impact of the pandemic on sales, Spruce Point believes that FSCT shares are worth 50%-60% less than the $33 price set by the merger agreement."

"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 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."

"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."

"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."

"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."

"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"

"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."

"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)."

"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."

"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."

"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."

"“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"

"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."

""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."

"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."

"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."

"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."

"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."

"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."

"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."

"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."

"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."

"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."

"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."

"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."

"Spruce Point believes that PLUG cannot issue equity or raise debt fast enough to support its current restricted cash build - and, therefore, cannot continue to support customer leases through operating-type leasebacks, the source of the Company's recent "inflection" to profitability."

"Spruce Point believes it is extremely bearish that Generac’s Chief Marketing Officer (who was also named President of the new Energy Technology organization) resigned in Feb 2022, shortly after the CEO claimed he and his team were “incredibly bullish” on Generac’s long-term outlook."

"Spruce Point believes current sell-side analyst price targets are wildly optimistic. The consensus estimate projects 74% upside to Generac’s share price. Almost 90% of its stock promoters have a “Buy” recommendation or equivalent. 11% are “Hold” and not a single analyst says “Sell”."

"Spruce Point believes there is significant downside to Nuvei’s share price as the Company is overvalued on all financial metrics, and should trade at best in-line with peer valuations, and at worse a material discount to reflect the numerous concerns we’ve documented in our report."

"With the aligner printing software space finally attracting innovators which are addressing historical shortcomings among in-house 3D printing software, Spruce Point believes that one of the major bottlenecks prohibiting more widespread in-house aligner printing is set to collapse."

"Spruce Point believes that investors should be concerned by AMR's recent auditor dismissal of KPMG in favor of RSM in 2020. The change doesn't appear to be arbitrary. Rather we find a sequence of events leading up to the change that suggest there were problems at the Company being."

"Spruce Point believes that Bloomberg is emerging as a powerful new player in the ESG and Climate space and that MSCI is aware of this by now disclosing it as a competitor. Bloomberg offers a comprehensive suite of analytics under the ESG function for public equities that it tracks."