Callouts & quotes from 804+ activist slides

""[T]he outsiders (who often had complicated balance sheets, active acquisition programs, and high debt levels) believed the key to long-term value creation was to optimize free cash flow, and this emphasis on cash informed all aspects of how they ran their companies – from the way they paid for acquisitions and managed their balance sheets to their accounting policies and compensation systems." — William N. Thorndike, Jr., The Outsiders"

""I've been around a long time, so I've seen a lot of these technologies come and go. I have been in the lab. There's a difference between the theory and the marketing, and what's actually true. What I've noticed with technologies like Berkeley Lights...is that even though the promise is there, operationally, it's really hard to integrate these emerging technologies into a conventional workflow." — Bristol Meyers Squibb employee #1"

""Disney has an incredible legacy as one of the leading and most successful consumer entertainment companies in the world... But in recent years, the Company has lost its way resulting in a rapid deterioration in its financial performance from a consistent dividend-paying, high free cash flow generative business into a highly leveraged enterprise with reduced earnings power and weak free cash flow conversion," said Nelson Peltz."

""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"

"Former employees we interviewed indicated a widespread awareness of and concern inside Ginkgo about its related-party/round-tripping business model: fear inside the company it may not be able to go public or could “be slammed by regulators”; indicated “confusion” at what Ginkgo counts as revenue and questioned if “money actually passed hands”; and suggested that concern around the circular flows was widespread internally."

"The Company reclassified prior year comparative figures in the condensed consolidated statement of cash flows to conform to the current year's presentation. In addition, the Company reclassified certain prior year comparative figures from interest expense to net sales to conform to the current year's presentation. This change in presentation did not have an impact on the Company's financial condition or operating results."

""So again, I know that some are very anxious that we hold those shares. Others, very anxious that we sell those shares or swap those shares and so forth. We've got a very close handle on that, and it is our objective to be able to monetize those shares this year and. And to bring in another, at least, $1 billion into the company and into the cash flow of the company." — Peter Huntsman, Chairman, President & CEO, May 2018"

""So again, I know that some are very anxious that we hold those shares. Others, very anxious that we sell those shares or swap those shares and so forth. We've got a very close handle on that, and it is our objective to be able to monetize those shares this year and. And to bring in another, at least, $1 billion into the company and into the cash flow of the company." — Peter Huntsman, Chairman, President & CEO, May 2018"

"So again, I know that some are very anxious that we hold those shares. Others, very anxious that we sell those shares or swap those shares and so forth. We've got a very close handle on that, and it is our objective to be able to monetize those shares this year and. And to bring in another, at least, $1 billion into the company and into the cash flow of the company. — Peter Huntsman, Chairman, President & CEO, May 2018"

"For the past few years our cash flow has enabled us to continue to pursue our growth plans and continue to pay down debt. Our free cash flow is now sufficient to fund both those priorities while enhancing new to shareholders through a quarterly dividend payment. We are able to generate the free cash flow to do all of this because we employ a simple growth oriented business model at Dollarama — June 2011 Conference Call"

"there will be a resumption of its order flow and shipments to Amazon — Stifel Research. Recent sales growth has been broad-based, but still supported by the return of meaningful Amazon sales. While these appear stable for the next few quarters, an unexpected slowdown here may represent the biggest downside risk going into next year should offsetting contribution from new platforms not materialize. — Barclays Research"

"After observing problematic restructuring accounting adjustments and financial presentation methods that we believe artificially boost Adjusted EPS and Free Cash Flow (two of the three key components of management Annual Incentive Plan), we observe that Avery Amended and Restated the Annual Incentive Plan on Jan 1, 2020 to greatly expand language around the clawback provision for fraud or intentional misconduct."

"This is simply not true. This cash would only be available to pay principal on debt and pursue further acquisitions in an imaginary world where this cash had not already been spent on severance, restructuring and other exit costs as well as transaction and integration costs, which left them with only $4.3 million of real free cash flow in 2018 – enough to pay down a whopping 0.13% of the principal on GTT’s debt."

"We can calculate Terminal Value in two ways. First, we can calculate Terminal Value using the Perpetuity Growth Method. This method assumes that the company keeps operating and generates cash flow forever into the future. Second, we can calculate Terminal Value using the Terminal Multiple Method. This method assumes we sell the company to an acquirer at the end of our forecast period. — The Core Technicals Guide"

"“...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"

""Capital expenditures were $190 million for the year ended December 31, 2019 compared to $169 million in the year ended December 31, 2018. The increase in capital expenditures is primarily driven by increased investment to drive growth and improve cost productivity. Free Cash Flow in 2020 is expected to be approximately $350 million, with capital expenditures of approximately $200 million." — Sealed Air"

"2U was founded in 2008. In over a decade since its founding, there is no evidence it has built a business of any value. Cumulative free cash flow since reporting in 2011 amounts to a loss of $225m. Over the same time periods, insiders have stashed in their piggy banks $148m from stock sales. Who is laughing to the bank? Now ask yourself, does 2U look like a vehicle to enrich insiders or investors?"

""And we believe that the listing in New York in particular in the multi-capitalisation which will approach $20 billion once the synergies are factored in, will put us sort of mid-way in the S&P500 index and create index buying that actually will create flow forward, right. You typically talk about flow back in cross border deals. We would expect flow forward." — CEO Dalia, Deal Call Aug 7, 2018"

"With one of the major bottlenecks preventing more widespread in-house 3D printing demand now gone with the expiration of key Align patents and the development of new software, Spruce Point believes that the cost savings and workflow efficiency offered by in-house printing will trigger a new wave of demand for 3D printers among orthodontists, posing a significant threat to Align's case volumes."

"[T]he outsiders (who often had complicated balance sheets, active acquisition programs, and high debt levels) believed the key to long-term value creation was to optimize free cash flow, and this emphasis on cash informed all aspects of how they ran their companies – from the way they paid for acquisitions and managed their balance sheets to their accounting policies and compensation systems."

""Our compensation-to-revenue ratio came in at 34.8%. This is the low end of the range of what we have been running for the last several years. We have been running in the 35% zone. It is down almost a half point from our 2009 margin and really is consistent with our focus of realizing the benefits of beta flowing through to our shareholders." — Larry Fink, BlackRock Earnings Call (1/25/2011)"

"Well, of course, there's the antimony side. We received this $43 million award. You're going to start seeing news. We've already procured mining equipment and processing equipment, that will all be coming. I'm going to start construction on that Phase 1 plant next year. So news flow and things related to that to get into production with the antimony by mid to late next year. — CEO (Dec 2025)"

"Mr. Prittie’s alleged shortcomings were tied to his perceived failure to come to grips with Tyler and OneMove’s concerns over the Company’s financial status, share price performance, leadership, strategic vision and strategy, corporate governance, CEO compensation, excessive M&A activity, debt leverage to cash flow ratios and the lack of guardrails around senior management decision making."

"Another ex-manufacturing employee stated that Twist’s workflow is just “standard molecular biology” steps, and that the chip in fact creates time-consuming bottlenecks such as the need for amplification, as the chip can only product negligible amounts of DNA material, which has to then be scaled 1000x with lab personnel performing a dizzying array of repetitive manuals tasks over 16 hours."

"The Street believes that VRNT shares trade at a ~35% discount to SaaS peers. However, we estimate that VRNT trades just above the industry median, despite its chronically low organic growth, destructive acquisitions, and inability to generate cash flow growth despite frequent M&A – a stark contrast to the many fast-growing and highly-profitable true cloud businesses which occupy the space."

""It's not surprising to me [that big pharma/biotech customers don't utilize their machines much] because they have two applications they talk about. There's so much more you have to do once you discover the antibody, and the Beacon accelerated a part of that total workflow, but it didn't accelerate everything else, so you push the bottleneck somewhere else." — Gingko Bioworks executive #1"

"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."

"Spruce Point believes that Dropbox overstates free cash flow with a simplistic presentation that is analytically flawed and ignores two material costs such as: 1) Costs required to repurchase shares related to employee compensation programs, which are operating in nature, and 2) Costs associated to pay for infrastructure, which are effectively deferred capital expenditure payments."

"We believe it will be difficult for Zillow to grow as long as its Premier Agent business is in decline. Our estimates for 2024 assume continued weakness in Premier Agent offset by strong gains in its Rentals business paired with a comparable operating expense structure to 2023. Based on these estimates, we believe Zillow could produce $200 to $260 million of free cash flow in 2024."

"With an annualized dividend of $1.52 per share, the stock yields 7.8%. The good thing is that its AFFO payout ratio for the year was 76%, and the core FFO payout ratio was 80.9%. The forward AFFO and FFO payout ratios at the midpoint are 77.75% and 83%, respectively. Given the relative predictability of REIT cash flows, I'm not worried about dividend safety. — Seeking Alpha author"

""CGI's corporate performance - and stock price - warrant scrutiny. Among them are decreasing cash flow - a key metric of financial health - and falling bookings of new business, as well as various "accounting conventions" that have improved CGI's earnings, in part through recognizing revenue already counted by Logica plc, a big technology company CGI bought last year." — Newsweek"

""We're in the third year of the 3-year program. We target $475 million this year. That's on top of $680 million done last year and then $550 million in 2016. Those costs have not flowed all to the bottom line on our side, because we're offsetting whether it's currency headwinds, declines in revenues, this past year, about 4.7% in constant currency." — William Osbourn, Xerox CFO"

"Just as the Company reaches a size at which continued M&A-fueled growth would require even larger deals, management is communicating that it no longer has sufficient cash flow to consistently support M&A from FCF on top of its fairly consistent $450-550M return of cash to shareholders, and that any M&A would have to come out of buybacks / dividends (if not the balance sheet)."

"We see a major red flag that REZI has made four separate revisions to its capex nomenclature on the Consolidated Statement of Cash Flow. The revisions make it appear as if REZI is trying to obscure its technology spending which we view as enormously important given its recent disclosure of ERP challenges and the importance of technology in its product and service offerings."

"Amcor's CEO touted "flow forward" instead of "flow back" from a cross border deal. Flow back occurs when investors sell an acquiror's shares in a cross border deal, usually from technical considerations. Our analysis calls into question his statement, and shows that actual fundamental owners of Bemis have been selling, while index/ETF owners have only moderately added."

"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."

"“Against Engine’s ‘advice’ to not attempt a debt refinancing, and its hyperbolic posturing, the Company refinanced its debt on more favourable terms that materially reduced its debt service cashflows, staggered and extended its maturities, and saved the Company approximately CAD $20 million annualized in net interest costs.” — Dye & Durham Board (September 25, 2024)"

"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."

"During the fourth quarter of 2020, changes in mine plans and the determination that certain mineral reserves previously forecasted to be mined were no longer considered economic due to poor geologic conditions reduced forecasted cash flows for one Met and one CAPP - Thermal asset group to amounts below those required for full recoverability. — AMR 10-K, p. 106"

""Change can be scary, especially for employees in the field. It is very important to provide immediate rewards for the adoption of performance improvements and get employees to buy-in. Having the plants participate more closely will ensure that Arconic’s ‘ownership mindset’ flows through the entire organization." — Patrice Merrin, Nominee for New Arconic"

"BR's CEO cited many records in FY 2022, but what he doesn't point out is that cash flow declined. By adjusting the results for the onerous UBS project investment and COVID-19 effects, as well as the inorganic acquisition contribution from Itiviti, we estimate that BR's core business experienced declining Cash From Operations by approximately -17.2%."

"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%."

"“Does it move Gingko forward to the tune of the $150 million? The jury's definitely still out - is it commercially useful? Like if it accelerates one workflow in one area but not the overall thing... I can say for Gingko, there has been utility, but whether it's broadly commercially useful, the jury is still out.” — Gingko Bioworks executive #1"

"In our opinion, Ströer's auditor has committed a clear error. IFRS is clear that Ströer's borrowing activity should be shown gross. Even though we have had front row seats to some of the most spectacular auditor failures of this decade, we are still stunned that Ernst & Young has overlooked this basic and obvious problem in Ströer's cash flow."

"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."

"Free cash flow growth should be a strong driver of equity valuation and sell-side analyst price targets. What we find is that Stryker's 2022E Free Cash Flow estimates have been contracting. Yet, not a single analyst has downgraded the stock, and in fact some brazen analysts claim shrinking Free Cash Flow merits a price increase and a "Buy"."

"By following this plan, we believe Macy's has the opportunity to create significant value for shareholders and massively improve its share price to approximately $70 per share (before value creation from further improved operations and credit card earnings), while maintaining its cash flow and real estate flexibility and reducing risk."

"The Company subsequently determined, however, to pursue multiyear upfront contracts with enterprise customers to help meet its fiscal year 2023 free cash flow goal. Upfront billings of enterprise customers in fiscal year 2023 substantially exceeded historical levels, helping the Company to meet its lowered annual free cash flow target."

"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)"

""Dr. Ignarro has basically started the world on the track of nitric oxide, has made the world understand that a healthy blood flow is a healthy body. And we are the first company to come out with a nitric oxide product in the marketplace, it was laughed at initially and now it is copied." — Michael Johnson, Herbalife CEO, 11-28-07"

"Disney should consider issuing a long-term free cash flow growth target beyond FY 2024 to anchor investors on a clearer strategic vision, improve investor outlook, and provide shareholders with a tangible commitment that the Company will allocate capital in a disciplined way to continually maximize long-term shareholder value"

"Disney should consider issuing a long-term free cash flow growth target beyond FY 2024 to anchor investors on a clearer strategic vision, improve investor outlook, and provide shareholders with a tangible commitment that the Company will allocate capital in a disciplined way to continually maximize long-term shareholder value"

"Companies that consistently invested their cash flow and resources in a share repurchase program have generated material outperformance over the past 5, 10 and 15 year periods, leading to an average of more than 4% greater annualized returns versus the S&P 500 index and 4x the amount of investor gains over the 15-year period"

"The Loan Platform Business is not a capital-lite “tollbooth” generating fee income from connecting borrowers with third-party buyers. It appears to be a sophisticated financing arrangement called a “wet-funded forward flow agreement” that, in our opinion, SOFI is using to disguise borrowings against loans as sales of loans."

"“...in June 2015, after Skymoons Interactive and IQ's mobile game ‘Journey of the Flower’ was launched, Snail Digital received reports from players about the game. After conducting a comparison, its staff found numerous instances where the game ‘Journey of the Flower’ plagiarized content from ‘Taiji Panda.’” — Snail Digital"

""Stryker had a big inventory problem anyway, before COVID, where we were sitting on piles and piles of inventory in certain business segments. But then after COVID struck and it was very important that we saved cash flow and that we try not have too much inventory in the system." — Former Stryker Supply Chain Professional"

"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)"

""Operating cash flows were also impacted by decreased inventory of $14.8 million resulting from continued inventory optimization efforts. These increases were offset by increased accounts and notes receivable of $67.6 million and prepaid expenses and other assets of $12.7 million during 2018" — Axon Financial Statements"

"The directors of [Superb Summit] are solely responsible for the preparation of the Discounted Future Cash Flows with the Valuation which the directors have adopted the Valuation prepared by the Valuer with those bases and assumptions stated in the Valuation with input from the Company and the Valuer. — Auditor's letter"