Callouts & quotes from 844+ activist slides

"Even if the market simply applies its existing 15.4x EV/EBITDA multiple to our more realistic view of Adj. EBITDA and adopts our calculation of net debt, the stock could have 30% downside. However, with Verint not growing organically, we value VRNT on the basis of a forward-year EV/EBITDA multiple, but on trailing Adj. EBITDA. With faster-growing and higher-quality industry peers trading at 10-11x forward-year EBITDA multiple, we believe that VRNT should trade at 8-10x forward EBITDA, implying a share price of $17-25 for 60-70% downside."

""Quintis has not amended its profit guidance for 2016-17 because it had not factored any Galderma sales into its expectations, and its contract with the Swiss group did not specify any fixed volume. The company is predicting 2016-17 sandalwood product sales in the range of $45 million to $55 million for the full financial year, up from $29.9 million, it said at its half-year results in February and reiterated in March. Also, "cash EBITDA" will increase by at least 25 per cent on 2015-16, it has stated." — The Australian Financial Review"

""The latest portfolio restructuring announcement this morning reflects the last in a series of value-creating divestitures which have been consistent with our stated strategy of focusing on a differentiated portfolio...I expect this new company to generate revenue growth at a rate well in excess of global GDP and average EBITDA margins approaching 15%. We will be a strong vibrant $9 billion differentiated chemical company with tens of thousands of different products and formulations." — Peter Huntsman, President & CEO, February 2007"

""And we already pointed out that in the last quarter we have a path to achieve our 2016 targets. We actually said that we're going to have an EBITDA target of $350 million 2016 on revenues of $1.6 billion... And then on top of it the synergies, and we are at this point in time roughly around 190% – 200% deployed. We have this and the use of the implementation system which gives us a good view inside of it and gives me some comfort that we are on a good path there." — Dr. Klaus Kleinfeld, Q3 2015 Earnings Call, October 8, 2015"

"“Our SORT business has been rapidly growing as a result of privacy trends, I mentioned before.” — Perion CEO (Q3 2022); “This is why we believe SORT will continue to be a major contributor to revenue and EBITDA.” — Perion CEO (Q1 2023); “Another thing we added into the cost, we’re not charging for it, it’s built into the cost... We’re offering different solution for targeting. It’s called SORT. At this point, we are not charging for it. We are offering it to our customers.” — Perion CEO (Needham Conference, May 17, 2023)"

""Management is not particularly disciplined and tends to bid aggressively when it wants an asset." — Former senior employee; "We could have bought a particular asset for 7x EBITDA, but Matt was not interested. When Matt heard that a competitor was interested to buy the asset, suddenly he wanted to own it, and we ended up paying a lot more. There is no real process or discipline around M&A." — Former senior employee; "Dye and Durham keeps paying irrational prices for acquisitions where we compete." — CEO of a competitor"

""But looking forward, we want to reiterate our commitment to long-term growth of 25% on the top line." — Fmr. CEO Zollars, Vocera 2012 Conf Call; "We, however, have not changed our view of the long-term gross margin target of 70%, since we believe all the same drivers remain in place." — Fmr. CEO Zollars, Vocera Q1 2013 Conf Call; "And we've published that our target model at a $200 million run rate, we believe we can get to a 68% gross margin and a 20% adjusted EBITDA margin." — CEO Lang, Vocera JPM Conf, Jan 12, 2017"

"So I just wanted to highlight that to refresh everyone's sort of memories on what we said, what we have done, and sort of what we're focused on sort of moving forward. But I think post WCA, there's not another larger scale opportunity that's in our horizon at the moment, and we're just going to focus on getting these integrated properly and then focusing on tucking-in smaller M&A deals like what we've talked about acquiring sort of 25 to 30 deals a year of sort of $1 to $10m of EBITDA. — GFL CEO Dovigi, Aug 13, 2020"

""We have developed a culture of continuous improvement in Refining and are targeting $5.50 per barrel adjusted controllable cost, excluding turnarounds, over the next two years." — Phillips 66 CEO Mark Lashier, Q4 2024 Earnings Call; "We continue to lower our costs, and we talked about how sustainable those cost improvements are. And that's what gives us the confidence that we will that see Refining able to contribute to that $14 billion of mid-cycle EBITDA." — Phillips 66 CEO Mark Lashier, Q2 2024 Earnings Call"

""We have developed a culture of continuous improvement in Refining and are targeting $5.50 per barrel adjusted controllable cost, excluding turnarounds, over the next two years." — Phillips 66 CEO Mark Lashier, Q4 2024 Earnings Call; "We continue to lower our costs, and we talked about how sustainable those cost improvements are. And that's what gives us the confidence that we will that see Refining able to contribute to that $14 billion of mid-cycle EBITDA." — Phillips 66 CEO Mark Lashier, Q2 2024 Earnings Call"

"Under the terms of the amended MIPA, it was agreed with the Sellers, that (i) revenue and EBITDA of Pub Ocean will be attributed towards Sellers' revenue and EBITDA targets under the MIPA with Perion; and (ii) Sellers will bear 40% of the cost of milestone payments that are ultimately payable to Pub Ocean under the Asset Purchase Agreement (as defined below), which will be paid solely by deductions from their own earn-out payments and certain escrowed amounts. — Perion 20-F Reports and Spruce Point analysis"

"“Leverage Ratio” means, as of the last day of any Test Period, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for such Test Period; provided that, for purposes of determining Total Indebtedness, at any time after the definitive agreement for any Material Specified Acquisition shall have been executed, any Acquisition Indebtedness with respect to such Material Specified Acquisition shall, unless such Material Specified Acquisition shall have been consummated, be disregarded."

"“...we announced the acquisition of Ciba's textile effects business. This was an acquisition of roughly $255 million with an $88 million LTM EBITDA. It is our objective over the course of the next two years to invest about $100 million into that textile effects business, and we believe we can get that EBITDA up to about 15%, 16% of sales; increase that EBITDA from its present rate of about $90 million run rate, upwards of about $150 million run rate.” — Peter Huntsman, President & CEO, September 2006"

"B. Riley has acquired Targus in a transaction valued at approximately $250 million on an enterprise value basis, which represents a multiple of approximately 5.2x Adjusted EBITDA for the trailing twelve-month period ending June 2022. Targus generated revenues of approximately $415 million for the same trailing twelve-month period. Financing for the transaction included approximately $85.5 million of bank financing, and $114 million of seller financing and B. Riley bonds. — B. Riley Press Release"

"The Company stated that: "Ending Q1 2011, there were 401 Patches above $2,000 per month in revenue..." We arrived at our cost estimates for Patch of $160 million in 2011 based on the following statement by the Company's Chief Financial Officer at the AOL Investor Day on June 16, 2011: "...we're going to spend $160 million a year this year on Patch..." Further, in a research report published on May 10, 2012, Barclays estimated that Patch generated EBITDA losses of $151 million in 2011."

"We expect to earn a full year 2021 adjusted EBITDA margin of 23.7 percentage to 24.1 percentage. The above outlook includes our anticipation that our troughs of service as a percentage of revenues will remain roughly flat. We also expect to incur full quarter public company costs and a small increase to operating expenses as we increase our investments in our digital and innovation capabilities. And prepare for our teammates to return to the office. — CFO Sekar, Q2'21 Conf Call"

""UniFirst continues to lack a detailed, cohesive, publicly-articulated strategy for returning the business towards mid-single digit % revenue growth and high teens % EBITDA margins. We have written in the past that UniFirst's decision to reject Cintas' unsolicited takeout offer 'puts the shortest route to maximum shareholder value creation in the rearview mirror.' Today's results suggest that the alternative path may prove bumpy and winding." — J.P. Morgan"

"We find it difficult to believe many long only investors would have any interest in a standalone RL and believe it would likely trade at the lowest EBITDA multiple within the restaurant universe (less than 7x). — UBS, March 3, 2014; Our assumption is that RL will assume half of the debt for DRI, which is roughly $1.25B. Applying a 6x EV/EBITDA multiple would give us an EV slightly less than $2B, which is $5 per share for RL. — Buckingham, March 21, 2014"

"We find it difficult to believe many long only investors would have any interest in a standalone RL and believe it would likely trade at the lowest EBITDA multiple within the restaurant universe (less than 7x). — UBS, March 3, 2014; Our assumption is that RL will assume half of the debt for DRI, which is roughly $1.25B. Applying a 6x EV/EBITDA multiple would give us an EV slightly less than $2B, which is $5 per share for RL. — Buckingham, March 21, 2014"

"TASK's financial performance is not as robust as it appears on the surface. The company promotes its 57% top-line growth, 82% and 95% Adjusted EBITDA and Net Income growth, respectively. However, we point out that the COVID-19 adjustments are not industry standard, and should be removed. Furthermore, by adjusting LTM cash flows for one-time equity payments, we find that cash flow growth has lagged headline figures. Free cash flow growth was negative."

"We are upgrading shares of Plug to Buy (from Neutral) as the company passes an inflection point. We expect valuation to be driven by visibility for Plug continuing on impressive revenue growth trajectory, outlook for record revenue and EBITDA in 4Q19, and material EBITDA profitability in 2020. The outlook for 2020 where we forecast material EBITDA production of $35.5m suggests Plug is clearly passing an inflection point. — Sell-side analyst report"

"Defined as earnings before interest, taxes, depreciation and amortization expense, adjusted to exclude share-based compensation charges, restructuring and realignment costs, special charges and gain or loss from sale of businesses. Adjusted EBITDA replaced Adjusted Operating Income in 2022 which is defined as operating income, adjusted to exclude restructuring and realignment costs and special charges. — Xylem Proxy Statement filed April 3, 2023"

"In a somewhat surprising tactic, PSX management talked down the potential SOTP upside (i.e.. [stating that the Company is] fairly valued), with ~1.0x multiple market premium vs. peers reflective of some of that value capture... [PSX considers the] potential uplift would be further reduced by meaningful compression on the "remainco", with the stand-alone Refining business closer to a 5.0x EBITDA business... — Piper Sandler, March 2025"

"“In a somewhat surprising tactic, PSX management talked down the potential SOTP upside (i.e.. [stating that the Company is] fairly valued), with ~1.0x multiple market premium vs. peers reflective of some of that value capture… [PSX considers the] potential uplift would be further reduced by meaningful compression on the “remainco”, with the stand-alone Refining business closer to a 5.0x EBITDA business…” — Piper Sandler, March 2025"

""Yes, and Scott, so let's go back to 2015, you saw that we had about a 60% conversion rate of EBITDA to free cash flow* and through what you have seen this year particularly for this quarter we are in line with that performance. So I will say the expectation moving forward around free cash flow generation to EBITDA will we continue to be at that 60% level, I think we will be close." — Jody Tusa (former CFO), Q3'16 Earnings Call"

""Then we realized that the numbers were overstated in several markets by 15% to 20%." It turned out that some florists who were transferring orders to other shops had reported total sales, and not just their commissions, as revenue. -- Greg Royer, Director. "There was a huge Bermuda Triangle between corporate management and the mom-and-pop retailers who didn't know what P&L; and EBITDA are." -- Karen Akin, Apples to Zinnias."

"On USM, it's been -- we've indicated in the past that we -- it was roughly previously about 25% of EBITDA from Aerospace Products, but as we have ramped up the MRE business that percentage is going down to where it less than 15% of EBITDA at this point. And we'll continue as a percentage to decline because that's not a high-growth business. So hopefully, that helps. — FTAI Aviation Q1 2024 Earnings Call April 26, 2024, CEO"

""For the Lab Products & Services Division, Sartorius now anticipates that due to the softer economic environment, the lower range of the division's sales forecast of about 5% to 9% will be reached. The division's underlying EBITDA margin is expected to be just below 20% (previous guidance: slightly above 20%), with the operating increase accounting for about half a percentage point" — Sartorius Guidance Cut 7/19/2019"

"“We note that Alcoa acquired Firth Rixson in November 2014 for a purchase price of $2.85 billion, which compares to our estimated EBITDA exit rate for 2015 of $190 million. Alcoa thus far has not backed away from guidance of $1.6 billion in sales and $350 million in EBITDA for 2016; however, we believe these targets are not attainable and are modelling much lower growth rates.” — Credit Suisse, March 10, 2016"

"Spruce Point believes there is significant downside to TASK's share price as the Company is overvalued on both its revenue and EBITDA multiple 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 including substandard disclosures, and evidence of increased financial pressures with its largest customer Facebook."

"“...the strategic infrastructure we have in North Dakota, having control of that adds a lot of value... the Tioga Gas Plant...that’s not something we would be interested in MLPing.” — John Hess, November 2012; “...we need some historical performance there of cash flow, of the EBITDA, from these midstream assets, and as we get that... I expect the timing of the monetization is 2015.” — John Rielly, March 2013"

"Gross margin was affected by product mix, including an increase in customer-funded R&D and early-stage programs. The inclusion of Themis, which has lower gross margins as well as an inventory step-up associated with the Themis purchase accounting. Germane will be dilutive to our gross margin and adjusted EBITDA margin in FY 2019, but accretive to fiscal 2019 adjusted EPS — CEO Aslett on Q4'18 Earnings Call"

""We continue to remain focused as a Company and our Board of Directors on deleveraging. I think that when you look at our targets going out 2015 and 2016, our leverage ratios during that time period, particularly when you take into account an IPO during that time period, that our leverage ratios go to our long-time stated objective of 2.0 times our EBITDA." — Peter Huntsman, President & CEO, September 2013"

"If it becomes necessary, we are confident Phillips 66 could follow a similar path by: Making appropriate management changes; Closing the current $2-$3 per barrel refining EBITDA gap between Phillips 66 and Valero; and Generating $15 billion to $20 billion of after-tax cash proceeds from the sale of Phillips 66’s CPChem stake, European convenience stores, and a portion of its non-operated midstream stakes."

"In a research note on Friday, Forsyth Barr analysts Matt Montgomerie and Andy Bowley said the performance of Fonterra's Chile business continued to improve, with annual profit before interest and tax of $92m - more than double the $42m in 2020. The analysts valued the Chile business at $840m, which is seven times its estimated $120m profit before interest, tax, depreciation and amortisation (ebitda)."

"They can assign different values to different modules.... They may be assigning a really low book value to modules to show, like, a 35% EBITDA margin on that module, and a really high book value to the part, [spare parts for consumption not resale] because, you know, they don't need to make money on parts. They don't get the valuation for the company out of it, right? — A former senior FTAI employee"

"Limbach trades at over 18x our estimate for its FY26E Adj. EBITDA, a large premium when compared to peers. We believe this premium is unwarranted considering the Company's decelerating organic revenue growth, non-existent free cash flow growth, and its aggressive accounting methods which we believe may overstate earnings quality and obscure the true underlying volatility of the business."

"The Board believes that the business can conservatively support a debt to EBITDA ratio of 1x, while also providing significant flexibility to support Deckers' growth initiatives and seasonal working capital needs. — 10/26/17 press release; No, it's not an ongoing target... That doesn't necessarily mean we'll always maintain that 1x EBITDA. — Thomas George (CFO), 10/26/17 earnings call"

"For this year 2023, Burgiss is projecting slightly above $90 million of forecasted revenue with a mid-teens standalone EBITDA margin. Together with the benefits we bring to the business, we're projecting 20% top-line growth in the near term and gradually expanding margins. I would point out that we do expect this to be dilutive for the next 12 months. — Burgiss Deal Call Aug 2023"

"The first $500 million of synergies is expected to create a company with EBITDA margins of over 20% and annual EBITDA of over $3 billion, giving us the firepower to reduce the leverage ratio to 3 times to 3.5 times within two years to three years and then, subsequently, to deploy capital to create further value beyond our organic agenda. — CEO Michael Polk – Q4 2015 Earnings Call"

"If you multiply the company's $1.1bn of unallocated corporate costs (which would be eliminated if the businesses were separated) by 11x (PepsiCo's multiple of enterprise value / 2014 earnings before interest, taxes, depreciation and amortization (EBITDA)), it costs shareholders $12bn of value, or $8 per share, to have beverages and snacks together in a holding company structure."

"In addition to the China closure, we are seeing softness in certain end-markets across semiconductor and data center expansions. Accordingly, we are updating full year 2019 revenue to range between $354 and $362 million, which excludes $16 million of revenues in 2019 attributable to SMTC’s operations in China, and Adjusted EBITDA to $25.0 and $26.0 million,” said Smith. — SMTC"

""We believe Adjusted EBITDA is useful to management, investors and analysts in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis. These adjustments are intended to exclude items that are not indicative of the ongoing operating performance of the business." — NOVA 2019 10K"

"Basically, for these, we acquired, as you know, on the 2nd of November. We acquired the companies, so we had 2 months, November and December. And for the 2 months, basically, the contribution was, in terms of revenues, more than EUR 25 million, and in terms of EBITDA, it was more than EUR 10 million, between EUR 10 million and EUR 15 million. — 2015Q4 transcript in 2016/2"

"It appears that no matter the auditor in 2017 or 2022, there's a consistent warning that a critical audit matter relates to the carrying value of the assets. The current auditor is evaluating the historical EBITDA projections vs. actual. Based on our review, management was overly optimistic about access to milk for production, and EBITDA margins have materially declined."

"AMR prominently promotes how valuable its 65% ownership in Dominion Terminal Associates (DTA) is to its export business, claiming export sales are primarily shipped through it. We will show how AMR gets all the benefits of owning and using the DTA, while avoiding any impact to its key performance metrics such as "cost of coal sales", EBITDA, and operating cash flow."

"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."

""And similarly -- slightly different with Fetch. So Fetch, just given its maturity and where it's at in its life cycle, was dilutive to EBITDA at the time of acquisition, but one that, over time, with the subscription model it has, we think both accretive to gross margin as well as profitability as we scale that business." — CFO Winters JPMorgan Conf, May 23, 2022"

"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."

"Spruce Point has identified many red flags as it relates to Aerojet’s meteoric share price appreciation since 2017. Its significant EBITDAP growth without corresponding cash flow growth should be evaluated relative to recent executive and director departures, along with heavy insider selling, a civil DOJ inquiry, and disclosure of federal and state tax audits."

"Earnings misses & downgrades, improptu management changes, auditor concerns, quality concerns, increasingly competitive markets, and Kibbutz board backstabbing activism are apparently obscure concepts to Stifel, who simply provide a hindsight note after a major share price fall, then upgrade a few weeks later, all on the back of an obscure EV/EBITDA multiple."

"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."

"So I guess when you think about ecobee and you look at -- as we ramp that up and they grow, their margin profile in the out years looks very similar to our clean energy business. We've talked about how that will probably be in the mid- to high teens EBITDA margins from a gross margin standpoint, closer to that mid-30% range. — Q3 2021 Conference Call"

"Taking two different approaches (taking Firth Rixson’s EBITDA and multiplying by the corporate multiple and taking Firth Rixson’s NOPAT over Arconic’s WACC) to measuring the extent of the value destruction as a consequence of the Firth Rixson acquisition yields the result that Arconic’s management has destroyed between $1.9 and $2.5 billion of value"

"Given BP's unacceptably dire performance, the abandonment and numerous U-turns in its 2023-2030 strategic plan, the complete loss of strategic direction and the recognition (albeit seemingly deceptively presented) that the communicated EBITDA target no longer applies, BP should immediately present an updated strategic plan to the investor community."

"In a somewhat surprising tactic, PSX management talked down the potential SOTP upside (ie. [stating that the Company is] fairly valued)... [PSX considers the] potential uplift would be further reduced by meaningful compression on the “remainco”, with the stand-alone Refining business closer to a 5.0x EBITDA business... — Piper Sandler, March 2025"

"In a somewhat surprising tactic, PSX management talked down the potential SOTP upside (ie. [stating that the Company is] fairly valued)... [PSX considers the] potential uplift would be further reduced by meaningful compression on the “remainco”, with the stand-alone Refining business closer to a 5.0x EBITDA business... — Piper Sandler, March 2025"

""In its first year, iHub contributes 40% of our year-over-year EBITDA growth and more importantly, our ability to capture signals from all channels to a central hub, as you can see it on your screen and analyze them is the main factor behind SORT superior performance over other conventional targeting methods." — CEO Gerstel, Q3 2022 Nov 9, 2022"

"“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"

"Based on the financial characteristics of the selected publicly traded companies and Diamond, and based on its professional judgment and experience, BofA Securities applied calendar year 2019 and 2022 Adj. EBITDA multiples of 6.5x to 8.0x... to calculate ranges of implied enterprise values for Diamond. — BofA Securities Fairness Opinion"