Callouts & quotes from 37,061+ activist slides

"Spruce Point believes that investors are not fully prepared for the likely magnitude of the impact of the pandemic on Invisalign performance, for at least the coming quarter (and likely more to follow)"

"Arconic's reactive governance changes - after we launched our proxy contest - serve as an admission of guilt, in our view, and we believe the current board will not necessarily follow through as needed"

"We find it surprising that employees on Glassdoor have commented about recent layoffs in iRhythm’s engineering organization given the Company’s representation of its new product development activities."

"iRhythm trades at a $5.4 billion market capitalization and mid-to-high-single-digit revenue multiples despite an anticipated deterioration in revenue growth, which we believe may even prove optimistic."

"Shareholders are allowed to be unhappy with the Company's strategic direction without this making them a “group.” The Company's unsubstantiated allegations are nothing more than an intimidation tactic."

"The cases we discussed are almost certainly not the entire body of BUR's metrics manipulation – rather they are the cockroaches in plain sight that tell you it is highly likely there is an infestation."

"We use LinkedIn Premium for directional indicators of the growth of Zebra’s venture-backed private companies, we find that at least eight of fourteen companies have shown contracting employment growth."

"Zebra shareholders have absorbed almost $100 million in deal costs to acquire $243 million of revenue (40.7% of revenue). When evaluated as a percentage of deal value, the costs are approximately 4.5%."

"Over the past 3 years TIM has had to invest more than other EU incumbents... to expand broadband coverage in Italy (closing the gap with other European countries)... with positive impact on its results"

"The possibility due to a lack of proper control for accounting games to occur certainly was there...the lack of controls. Can things go undetected? Probably could. That was just the tip of the iceberg."

"Twist’s “chip” and purported secret sauces is actually “their Achilles’ Heel”; executive has “thought so for many years”; suggests ditching the chip and switching to legacy synthesis technology instead"

"Twist’s job postings confirm what its SEC filings bury, that so-called R&D staff are basically manufacturing personnel, as part of what we believe to be a large-scale scheme to misclassify COGS as R&D."

"WD-40 lists China as its biggest opportunity and the CEO has made claims of $100m in potential revenue in 2016. Fast forward to Q1 2020, the Company produced $2.3m of sales, or a run rate of just $9.2m"

"This does not include a $572 million “salvage recoverable” asset on its Balance Sheet, which AGO expects to recover against these losses. The actual “net reserve” number it quotes is only $844 million."

"We find it difficult to believe Bristol-Myers continued to effectively execute on its daily operations while thoroughly evaluating approximately 30 highly-technical products with the required scrutiny."

"The brand’s presence on social media is wildly inconsistent, with covert branding on YouTube, zero presence on TikTok, and a popular hashtag on Instagram with hardly any connection to the brand itself."

"Spruce Point finds it highly concerning that Samsara removed its Chief Product and Chief Technology Hardware and Operations Executive Officers just a few months ago as indicated in the proxy statement."

"Spruce Point has never seen a company refer to the construction of office space as “accretive to EPS,” especially after first claiming the project would not have a material effect on operating results."

"Ms. Henry and Mr. Kirsch both served on the Board of Cleveland-Cliffs through 2014, where they overlapped for 4+ years and also faced shareholder pressure, which culminated in significant board change."

"FMCN made a string of six small acquisitions in the internet advertising space. These acquisitions were near total losses for FMCN, but benefitted businesses associated with certain FMCN board members."

"By contrast, AOL did not make investments over this period in proprietary algorithmic search technology, nor did it cultivate a base of paid search advertisers that it could syndicate to third parties."

"DV's first Critical Audit Matter is specific to the Measurement segment revenue where International Revenues are booked. In light of our prior analysis and observations, we find this highly concerning."

"We believe this announcement is promotional rather than promising, since refuse trucks are some of the least suitable vehicles to EV-upfit due to their immense weight and highly variable route lengths."

"In its revenue projections, which we view as extremely aggressive, XL has stated it intends to create hybrid and EV upfits for vehicles that are much heavier than the ones it has historically serviced."

"Nowhere is this more obvious than in the auto sector. Anything associated with internal combustion engines, or ICE, has a very low valuation, while the Electric Vehicle opportunity evokes pure fantasy."

"Wholesale Commissions “disappear” in the Distributor Allowances line item. This has the effect of reducing the perceived amount of commissions paid and increases the amount of so-called “Retail Profit”"

"The FTC is concerned that businesses make “clear and conspicuous disclosure of the generally expected performance whenever the testimonial is not generally representative of what consumers can expect.”"

"Herbalife acknowledges that, under the 2009 FTC Guides, its and its distributors’ use of income opportunity testimonials may be “significantly impacted and therefore might negatively impact our sales.”"

"HLF took on substantial leverage in 2014 to fuel an aggressive buyback program and bolster a falling share price. With an $1B credit facility maturing in March 2016, Herbalife is running out of options"

"As a whole, management and the Board have little at risk at CHD – owning a pathetic 2% of the stock. As the share price has accelerated to new highs, no insiders have bought, and selling is increasing."

"UK Land Registry records show the Feb 28, 2024, transaction was for just £17.9m, 14.8% less than its recently reset book value of £21.0m in 2Q23 and £1.6m (8.2%) less than what CPI PG paid in Dec 2020."

"Not only is inside ownership at an all-time low, but insiders no longer are receiving options, which are a levered bet on the share price. Instead, the ownership includes Restricted Share Units (RSUs)."

"On the balance sheet side, as of the latest financials (ending December 2019), New Pacific had about C$43 million in current liquid assets (including C$33.6 million in cash and C$8.7 million in bonds.)"

"Why Are More Risk Factors Being Described At The 11th Hour Ahead Of A Promoted May 18th Closing Date By Forescout? These Are Non-Pandemic Risks And Might Allow Advent To Claim A Material Adverse Change"

"Mayer pushed for this deal at $230M even though there’s no belief that Polyvore deserves that valuation; Yahoo should show its shareholders the Polyvore financials and justification for this price paid"

"Mayer has constantly pushed the idea of Yahoo’s ‘digital magazines” as an example of a new Yahoo product which would lead the company back to relevance. Yet, 4 years later the results are underwhelming"

"HLF took on substantial leverage in 2014 to fuel an aggressive buyback program and bolster a falling share price. With an $1B credit facility maturing in March 2016, Herbalife is running out of options"

"This does not suggest that Vocera achieved another one of its objectives “to penetrate its existing installed base” otherwise revenue per customer and facility should have been driven higher over time."

"On an EV per user basis, Peloton is 2,286% more expensive than the average of this peer group. If Peloton had the same value per user as the average of this peer group, the stock would be valued at $5."

"Spruce Point is troubled by the pattern of “little white lies” in Rollins accounting function that persisted when its CFO and Chief Accounting Officer Harry J. Cynkus led the function from 1998 – 2015."

"Across multiple conversations with two former DLO executives, we learned that Google's local-to-local business with DLO in Brazil was operating on gross Take Rates of just 0.1% to 0.3% per transaction."

"Because prisons are made of concrete and steel, depreciation expense meaningfully exceeds maintenance capex. As a result, CXW’s free cash flow per share is substantially greater than earnings per share"

"The crux of EHTH's application of ASC 606 is that EHTH books multiple years of commission revenue by claiming that no further performance on its part is necessary in order to collect these commissions."

"Citron exposes that the top reseller of Inogen products is secretly controlled by a convicted felon who was recently released after 5 years in federal prison for deceptive internet marketing practices."

"Beyond the high-level biases that we believe limit comparability, PGNY's outcomes reporting methodology contains a number of questionable decisions that serve to improve the Company's reported results."

"These materials are for informational purposes only and may not be relied on by any person for any purpose and are not, and should not be construed as investment, financial, legal, tax or other advice."

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee (Robert A. McNamara, Jon A. Grove, Mary Ann King, Mark R. Patterson), in our view."

"We find significant stress in REZI's inventory accounts from the Snap deal. Finished goods now make up almost 87% of inventory and the ratio of inventory to projected revenue is at a multi-period high."

"Similar to WeWork, Ginkgo at its core is a vanity project by “visionary” founders with little to no prior experience, sort of a fake-it-til-you-make-it Emily In Paris adventure chronicled on Instagram."

"Compare this valuation to MGPI which is trading at 2.5x sales and has de Minimis branded sales but claims “premium beverage alcohol” sales are growing 16% but won’t certify it with figures in its 10-Q."

"Non-GAAP adjustments to Operating Cash Flow were conveniently just enough to push Non-GAAP Operating Cash Flow beyond management's comp target threshold of $230M (which it did not meet on a GAAP basis)"

"Amcor’s auditor PwC has been associated with numerous corporate collapses and accounting scandals, and while never admitting fault, has settled numerous lawsuits and claims its audits were problematic."

"The Fed expected the wealth effect would drive growth to 3-4%. Despite the stock market rising about 50% over the last three years and tripling over the last six, GDP growth has stagnated at around 2%."

"In its recently filed 2018 10-K, Aerojet removed the three key “competitive strengths” touted since 2012. We believe this is an implicit acknowledgement of our thesis that pressures are on the horizon."

"Juniper's LTM R&D as a % of revenue is 9+ points higher than the peer average. The recommended target of $200M of opex savings is conservative relative to total potential savings of ~$420M in R&D alone"

"We believe Juniper can drive its stock price to ~$28–$32 (appreciation of ~24-40%) if it immediately implements a $3.5B share repurchase program comprised of a $2.5B ASR in 2014 and a $1.0B ASR in 2015"

"Therefore, we argue that CLEAR has a declining value proposition to both new and existing members because as membership grows, so too does the potential for bottlenecks and delays through its channels."

"The Plumbing segment, which contributed 54% of FBHS pre-corporate 2010 EBIT, has performed exceptionally well in the downturn due to both marketplace gains and the “small ticket” aspect of the category"

"I wouldn't be surprised. That would not surprise me at all...I think we have run into - we have been very clear with them. We don't agree with their business practices. We want nothing to do with them."

"Appointing Mr. Orr as COO and purportedly planning to leverage his knowledge of PSR does not change the fact that Norfolk Southern’s results show that “resilience railroading” and PSR are incompatible."