Callouts & quotes from 844+ activist slides

"With the FOIA data collected from the Florida DOT indicating a -22% decline in contact awards, and ROAD's commentary that new backlog over the period that Florida revenues ramped supported higher margins, we estimate the impact to the Company's EBITDA in FY25 to be approximately $10 - $15 million or approximately 3% - 5% of EBITDA."

"Over the last five years, despite having a significantly profitable core Digital Telephony business, DSP appears to have managed itself to a slight operating loss (and slight EBITDA gain) almost every year, regardless of the Company's revenue, by making substantial investments in R&D and SG&A that have shown little if any progress."

"In Turkey - as in Germany - we are a clear market leader with our outside advertising with an over 50% market share. In 2015, we earned an operating EBITDA result of €14,000,000 with a cash flow of over €80,000,000 in sales in an admittedly relatively difficult market environment from a geopolitical perspective. — Udo Müller (CEO)"

""Agrium's Board has, in our view, done little to ensure that shareowners in the company have the information they need to make informed decisions" — Credit Agricole / CLSA, 11/5/12; "Agrium's EBITDA targets can be met with acquisitions at any price at all, with no reference to return on capital" — Credit Agricole / CLSA, 11/5/12"

"We believe Prestige is overvalued on both a revenue and EBITDA basis. Given Prestige's poor organic growth prospects, lack of competitive advantage, eroding market share, declining financial transparency, low quality management and governance practices, it is well justified for the Company to trade at a discount to its peers."

"Heska's gross margins generally fall between those of high value-added diagnostic equipment companies and pure animal health distributors. Heska's EBITDA margins fall below those of nearly all possible comparable companies. We believe this is indicative of Heska's lack of proprietary technology and poor competitive position."

"And I would just add, John, that with a really strong balance sheet, no debt, every comp store in the chain is contributing positive EBITDA. We're in a really nice situation, particularly compared to 8 years ago when that wasn't the case and maybe we did have to slow that a little bit or chose to slow that? — CFO Watkins"

"You will also see in our compensation discussion and analysis in our annual circular that in 2018 management is now compensated on cash flow in addition to revenue and EBITDA. And that'll be a friendly reminder to everyone on the leadership team to pay attention to that. — Maxar CEO Lance Q4'17 Conference Call (Feb 2018)"

"In the twelve months ended December 31, 2020, Inteliquent recorded revenues of USD 533 million, Gross Profit of USD 256 million, EBITDA of USD 135 million, and capex of 32 million. Adjusted for a Covid-related uplift that is considered to be temporary, revenues are estimated to have been — Sinch Acquisition News Release"

"Note that the magnitude of management’s EBITDA adjustments will only grow over time. In particular, with new wellness center openings set to reach 200-300 per year in FY21-23, with each new wellness center incurring one-time opening expenses of $70K, new clinic launch expenses could approach $15-20M within 3-5 years."

"Pramac has a troubled history. It was listed on the Italian stock exchange (PRA IM) in 2007 and its fortunes swiftly declined. The Company once issued lofty goals of achieving €322m and €48m of revenue and EBITDA by 2014. However, trading in shares were suspended indefinitely in 2012 and Pramac filed for bankruptcy."

"Heska’s market cap grew 218% from the close of the scil transaction through the end of 2020. However, despite scil adding a relatively large chunk of negative-growth, ~30% gross margin revenue and Heska consensus 2021E EBITDA estimates not changing, the implied value of scil and CVM grew 282% over just eight months."

"HIMS has highlighted its crossover into positive adjusted EBITDA. However, even taking the adjusted metric at face value, we find that net income from its VIE entities (affiliated medical groups and pharmacies) rather than core operations accounted for over 100% of Q4 2022 and nearly 50% of Q1 2023 adjusted EBITDA."

"LSPD has cobbled together a motley collection of assets at increasingly expensive valuations. LSPD does not disclose target EBITDA margins, and generally hasn't disclosed historical growth rates. We believe a majority of the assets lose money and had already peaked in their growth cycle prior to LSPD's acquisition."

"We start with the customer in all deals and saying what does this do from that standpoint. But naturally, costs come out. Normally, we'll see gross margin fall to EBITDA. And within 1 year to 1.5 years after the acquisitions, they're highly accretive -- to our margins. — Evoqua CFO, CS Industrial Conf, Dec 2, 2022"

"Optically, PGNY would like investors to believe that it is achieving significant operating leverage. In reality, the largest contributor to its operating leverage story has been its aggressive use of stock-based compensation (SBC). Netting out the benefit of SBC uncovers that PGNY’s EBITDA margins are in decline."

"We're also adjusting the timeline by which we expect to achieve our longer-term margin targets laid out at our December 2020 Investor Day.... We remain committed to 60% gross margin and 31% adjusted EBITDA margin, and we'll provide an update on timing in 2023... — CEO Jeff Simmons Q2 2022 Earnings Call 8/8/2022"

"“We use EBITDA Less Float to measure the profitability of our core business (excluding “float” revenue, over which we have less control), and believe EBITDA Less Float acts as a guardrail to ensure that Core Revenue performance is achieved in a sustainable way.” — BILL 2024 Definitive Proxy Statement (10/25/24)"

"There are extreme reporting anomalies with AMR’s former Trading & Logistics (T&L) segment. Were 2017 revenues between AMR / ANR $478 or $566 million? Furthermore, why was no EBITDA eliminated in the merger when AMR shows $89.3 million of segment EBITDA with 84% of the segment’s purchased coal coming from ANR?"

"Wall Street is fixated on Kratos's earnings "potential" of >100% growth in the next few years and give KTOS a commanding 20x and 70x EBITDA and P/E ratio. Be warned: this growth is off a low EPS base, on highly adjusted figures, and will surely disappoint given Kratos demonstrated ability to poorly execute."

"Although NICE is larger than Verint on most metrics (revenue, EBITDA, EBIT) and more efficient (revenue per employee, EBIT per employee), average compensation per insider at Verint is over 3x that at NICE, and Verint insiders take home a far greater percentage of EBIT in compensation than do NICE insiders."

"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."

"MAXR appears “cheap” on its inflated Non-IFRS metrics. However, Spruce Point’s forensic analysis unravels its aggressive accounting methods used to inflate EBITDA and EPS. Furthermore, when its debt is adjusted for standard credit agency adjustments, we find leverage to be in excess of its 5.8x covenant"

"With no gross margin volatility, EBITDA margins consistently expand. USCR has offered an identical boilerplate explanation that it is related to volume, pricing, and efficiencies, up until recently. We will explore how aggressive use of capital leases likely explain some of the EBITDA margin expansion."

"Zebra's last acquisition was Matrox on June 3, 2022 and the Company has not disclosed any spending for acquisitions in 2023 or H1 2024. However, in H1 2024, Zebra suspiciously reported $2 million of "Acquisition and Integration Expenses" which it adds back to reported Adj. Net Income and Adj. EBITDA."

"It's easy to see how Kratos has destroyed significant value. Since 2008, Kratos spent nearly $1bn on acquisitions that have contributed an estimated $801m and $129m of revenues and EBITDA, respectively. Yet, recent results suggest over $237m and $69m of sales and EBITDA losses, net of divestitures."

"In 2004, McDonald’s company-operated restaurants appeared to contribute 46% of total EBITDA. However, once adjusted for a franchise fee and a market rent fee, McOpCo constituted only 22% of total EBITDA, with the higher multiple Real Estate and Franchise businesses contributing 78% of total EBITDA."

"If Monster were valued in a range of 4x – 5x sales and 15x – 18x EBITDA consistent with its peers and closer to recent industry M&A transactions of faster growing companies such Celsius acquiring Alani Nu and Keurig Dr. Pepper acquiring GHOST Energy, we could see 25% - 40% long-term downside risk."

"If you look carefully at the recent proxy statement filed March 2019, management hit all its short-term incentive targets, but it appears a loosely defined Adj. EBITDAP, which now nets recoverable costs from US gov't contracts and includes unspecified “Board approved modifications”, is the driver."

"We've established clear goals for the business. We have a set target of annually delivering 20% to 25% adjusted EBITDA growth, consisting of approximately 50% organic meaning economic growth, wallet share growth and pricing power and 50% from M&A. — Mr. Proud, CEO of Dye & Durham (September 2023)"

"Management has collected ~$35 million dollars in performance compensation, growing at an 11% CAGR vs. organic growth CAGR of ~1%, tied to revenue and EBITDA targets while PBH has missed organic growth estimates for 4 out of 5 years and missed FCF guidance in 3 out of 5 years between 2015 – 2019."

"Given the company has abandoned its 2025 EBITDA target, which in turn undermines the credibility of the 2030 target as well, what financial targets - previously communicated by BP, during the February 2023 strategic update - can the market now refer to in order to measure the company's results?"

"We believe Limbach significantly overstates its free cash flow, which in turn inflates its reported Adj. EBITDA-to-FCF conversion rate. While the Company claims an 80% conversion rate over the past six years, our Spruce Point-adjusted FCF analysis suggests the true figure may be less than 60%."

"Assuming a conservative spherical titanium metal powder price of ~US$130/kg (vs. current estimated market pricing of ~US$200/kg), and using key operating assumptions, the TCF-1 has the potential to generate revenue of ~US$145 million and EBITDA of ~US$100 million in 2026. — IperionX (Mid-2023)"

"FURTHERMORE, PSX'S REFINERY ASSETS ARE SOME OF THE BEST-IN-CLASS VS OVERALL INDUSTRY WITH A NELSON COMPLEXITY INDEX OF 11.1 — UBS, January 2021; ... [WE] REMAIN SKEPTICAL OF THE ABILITY TO GENERATE EQUIVALENT EBITDA/GAL AS VLO OR MPC, WITH LOWER QUALITY ASSETS... — Piper Sandler, February 2025"

"Arconic originally projected that Firth Rixson would do $2 billion of revenue in 2019. At the same margins as originally projected for 2016 (i.e., conservatively assuming no incremental volume leverage), Firth Rixson will produce approximately 50% less EBITDA than originally targeted for 2019"

"PT ALH seems to be a premeditated chain of sham transactions that not only unjustifiably pumped up net income by $46.4 million (and possibly EBITDA the next year), but requires investors to believe that in order to facilitate the transactions, Noble’s attorneys went out of pocket $12 million."

"It's instructive to evaluate SafeCharge's valuation at the time of acquisition by Nuvei. For reference, Nuvei acquired the business for 7.3x and 21.7x 2019E Adjusted Revenues and EBITDA. Based on our primary research, SafeCharge could represent up to 30% of Nuvei's current business profile."

"Only Kaiser, an exclusively value-add producer, ships fewer MT per dollar of Net PP&E than Arconic. Were Arconic generating EBITDA/MT similar to Kaiser ($700+/MT), Arconic's low rate of production might be justified. At Arconic's EBITDA/ton ($364/MT), utilization should be much, much higher"

"TASK is trying to sell investors on COVID-19 related expenses as adjustments to EBITDA and EPS. This might be perfectly acceptable if it were common practice for public company peers to do so. However, we don't believe that to be the case. As a result, we adjust TASK's EBITDA lower by ~$8m."

"If all of Premier's member owner hospitals were to demand and receive a market-rate shareback beginning in FY22 – the earliest point at which their current terms could be amended – consensus sales estimates for FY22-23 would fall by 26%, and EBITDA estimates would be cut by more than half."

"The table below showing Casino's market share versus its "Real" EBITDA (i.e., excluding our estimate of gains on sale in 2014 and 2015) strongly casts doubt on the notion that there's any relationship between Casino's present market share and EBITDA generated by selling products in stores."

"When we adjust Samsara's Adj. EBITDA calculation for incremental device cost and sales commission amortization, we estimate it to be overstated by $134 million in the past two fiscal years and that FY2023 adjusted EBITDA margin stands at -22% as opposed to the -10% reported by the Company."

"A lot of his EBITDA, especially on the aggregate side is johnny come lately. A lot of these plants he put up are pretty new. Not a lot of history there. I think it is a very risky move by Construction Partners at that price. — Spruce Point Interview, Industry Expert With Decades Experience"

"Eurofins' claim in its response that "Eurofins commissions statutory audits covering nearly 100% of its external sales, EBITDA and total assets, even when this is not required by local regulation. These are performed mostly by Tier 1 and Tier 2 audit firms" sounds good, but is misleading."

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"We believe that PSX' debt levels are already appropriate for their mix of businesses (using 3.5x for midstream, 2.5x for chems, and 1.0x for refining based on peers, we would expect a 2.5x debt/EBITDA target is appropriate which they are already below). — Bank of America, February 7, 2025"

"When I first looked at the financials around the IPO time, I could not get comfortable with the EBITDA they were reporting and all the adjustments. It was a maze. It was complex. It was obvious they were working hard to create a picture of a stable EBITDA stream. — Former Xylem Executive"

"The other large cap public midstream companies would all have an eye on Phillips 66’s midstream business if it were for sale. Given how underperforming the business has been, all the peers would know that $4 billion of EBITDA could easily be turned into $5 billion or more. — Michael Heim"

"we've always thought about kind of the long-term EBITDA margin in the mid 11s. — CEO Response (Nov 23, 2021); So as you said, kind of long-term average for EBITDA has been the middle average. — CEO Response (June 14, 2022); we think that's an opportunity. — CEO Response (May 22, 2024)"

"2U is the highest valued “Cloud based SaaS” company. 2U is currently priced for perfection and we believe the stock will re-rate as downward estimate revisions come to fruition as well as the realization that the EBITDA margin profile will never mature similar to its SaaS peer group."

"With healthy growth continuing into the 2030s, GAAP EBIT margins in the 21% range, an 11.7% WACC, and a 17.5x EV / LTM EBITDA exit multiple (relative to a current small-cap WFE average of 24x), we get a $72 per share fair value for ACMR, representing 300%+ upside from current levels."

"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."

"No, the acquirer cannot achieve all of the synergies in Year 1. That's because the post-transaction integration takes time to execute. The integration could take several years. As a result, it is uncommon for the acquirer to achieve 100% of synergies in the first year. — 10X EBITDA"

"Assuming Target were to rent its owned real estate and using a 7.0x ’08E EBITDA multiple on the pro forma retail business, the 20-day trading average stock price of $40 implies only $13bn of value for Target’s owned real estate, a significant discount to book and replacement value"

"The ports business is a highly profitable business, recording margins significantly higher than the European freight business - we estimate BOL's ports business generates EBITDA margins of approximately 40%, vs. an estimate of approximately 5% for its freight forwarding business."

"We believe that if our nominees are elected they can help oversee the execution of this plan and the Company can realize $300 million in profit upside over consensus EBITDA estimates, leading to a clear path to achieving $4.00 or more in earnings per share in the coming years."

"However, we believe that unadjusted EBITDA and unadjusted earnings are far more accurate measures of Hill-Rom's profitability, as these restructuring and acquisition-related charges are effectively recurring and/or capitalized costs for an M&A-driven business such as Hill-Rom."

"Our EPS/EBITDA estimates for 2017/2018 are ~3%/-10% below Street consensus. We expect strong top-line growth from North American onshore activity levels (~30%-35% of current revenues), but this will be partially offset by headwinds from offshore activity (~40% of revenues)."