Callouts & quotes from 844+ activist slides

"To avoid admitting a large miss, management has recently started saying that “to get to its mid-cycle EBITDA Phillips 66 needs adjusted gross margin of 14.50/bbl,” a level that even Valero (best-in-class operator) is not expected to achieve"

"ESG and Climate segment Adjusted EBITDA expenses increased 23.1% for the three months ended September 30, 2022... partially offset by increased capitalization of expenses related to internally developed software projects. — MSCI SEC filings"

"Management compensation is a significant percentage of EBITDA and has been immune to Kratos’ struggles and poor performance. Among small cap aerospace and defense contracting peers, Kratos’ management is excessively paid relative to EBITDA"

"If SGHC is improperly consolidating 100% of Raging River’s financial results rather than 89.29%, we estimate it may be overstating 2025E EBITDA by approximately $30.7 million which represents the 10.71% non-controlling (minority) interest."

"Given our concerns about the reliability of Aerojet’s Adjusted EBITDAP, we believe the most conservative way to value the Company is on its revenues, which we can estimate with insights from the defense budget and current rocket programs."

"The main thing that confuses me is when companies on the front pages of their annual report always show any adjusted earnings or EBITDA and do not show what really interests me as a shareholder, namely EBIT and what is there after taxes."

"AMC's EBITDAR to Rent is well below O's corporate average of 2.7x and has weakened significantly in the most recent YTD period. The equity markets have already identified the theater level risk: AMC's stock is down ~64% from January 2017"

"PBF has 60% capacity coming from disadvantaged markets. This leads to the Company being a high-cost peer with almost no EBITDA during 2024 (mid-cycle approximation). As such, PBF trades at a substantial discount to other public refiners."

"PBF has 60% capacity coming from disadvantaged markets. This leads to the Company being a high-cost peer with almost no EBITDA during 2024 (mid-cycle approximation). As such, PBF trades at a substantial discount to other public refiners."

"EBITDA add-backs. Very aggressive; includes uncapped pro forma cost savings, synergies and operating expense reductions resulting from transactions and expected to be taken within 18 months, determined in good faith by Parent. — Moody's"

"Legacy MDA missed its own revenue and EBITDA estimate by a staggering $115m and $19m, respectively. MAXR also made an accounting change to boost DigitalGlobe’s sales and EBITDA, so the disappointment was even worse than we illustrated."

"Adopt an improved equity compensation and incentive scheme based on clear and transparent KPIs that are disclosed to investors (e.g. ROE, ROIC, operating profit, operating profit margin, debt to EBITDA and/or total shareholder return)"

"Analyst, JP Morgan: “A couple of things here. First, what was the internal EBITDA target for Q1, that you embedded in the original 2013 guidance?” CFO, HMA: “A different number than yours. (LAUGHTER)” — Transcript of HMA earnings call"

"The Company has diluted shareholders at a rate of 20%+ p.a. and has generated negative cumulative free cash flow throughout its public history. This has resulted in just $0.53 cents of “Adjusted” EBITDA per share to existing holders."

"Based on recent precedent M&A transactions for property software and analytics companies and clear evidence of challenges with the transaction, we believe MSCI wildly overpaid for RCA at approximately ~13x and 48x revenue and EBITDA."

"At an 8.0x valuation multiple, the non-HDD business valuation is JPY 888 billion, and when combined with the HDD business at 7.5x, our total estimate for enterprise value is JPY 1,420 billion or a combined EV/EBITDA multiple of 7.7x."

"In the instances where HMA missed the low end of their guidance range, the average magnitude of difference between reported metrics relative to the midpoint of the initial guidance range averages to be -8% for EBITDA and -14% for EPS"

"Based on the assumptions below, the Pro Forma combined Company would have $473mm of '08E EBITDA without any cost savings. Assuming cost savings, the Pro Forma combined Company would have $633mm of EBITDA and is trading at 6.3x EBITDA"

"We believe the Street has failed to capture accounting gimmicks to boost CHD’s 2018 EBITDA. Analysts simply take CHD’s recent annual results at face value, and use it as a base-line for future year EBITDA growth and margin expansion."

"We estimate that Zillow's Adj. EBITDA growth since 2017 is comprised entirely of stock-based compensation. Zillow adds back stock-based compensation to Adj. EBITDA as a non-cash cost but uses cash to repurchase stock from dilution."

"Management plans to use all free cash flow after dividends to repurchase stock and will increase leverage to 1.8x Lease Adjusted Net Debt / EBITDAR from 1.6x. We estimate share repurchases will be ~$10bn to $13bn from 2012 to 2015"

"HGV's EBITDA growth is severely reduced by Diamond's slower growth business. HGV is forecasting 16% EBITDA growth on a standalone basis annually between 2022 and 2025 while Diamond standalone is only forecasted to grow 4% annually"

"Spruce Point believes GFL obscures what it is paying for “platform” deals because it has substantially overpaid. Instead, it points investors in its IPO document to an “average adjusted” EBITDA multiple of 7.0x for over 100 deals"

"Holding the HDD motor segment valuation constant at JPY 555 billion and taking into account Nidec's remaining ex-HDD EBITDA of JPY 111 billion, Nidec's ex-HDD implied valuation is 21.5x EV/EBITDA – very close to that of Facebook."

"The quickest way to increase the value of Yahoo's shares is to do what should have been done 4 years ago and dramatically reduce the headcount and costs of the company to something sustainable matching current revenues and EBITDA"

"We observe that the 2018 annual changes in the operating assets and liabilities of Aerojet netted to exactly zero. This supports our view that Adjusted EBITDAP and EPS growth are low quality and enhanced by aggressive accounting."

"Minimal correlation between tower multiples and interest rates over the last 10 years (correlation which exists is actually positive); towers traded at 20x - 24x EBITDA with interest rates over 200bps higher than today's levels"

"EBITDA add-backs. Very aggressive; includes uncapped pro forma cost savings, synergies and operating expense reductions resulting from transactions and expected to be taken within 18 months, determined in good faith by Parent."

"At a $36 share price (adjusting for ~$4 of equity value ascribed to the NWC at the Mall and International Stores), Borders would trade at 7x '08E EBITDA, 7.5x '08E EBITDAR and approximately 11x '08E Maintenance Free Cash Flow"

"As Phillips 66’s refining EBITDA eroded due to poor operating performance, the refining weight in its synthetic peer group dropped, masking the impact of Phillips’ underperformance against its core peers, Marathon and Valero"

"As Phillips 66's refining EBITDA eroded due to poor operating performance, the refining weight in its synthetic peer group dropped, masking the impact of Phillips' underperformance against its core peers, Marathon and Valero"

"To keep perpetuating its growth story, USCR is growing more and more dependent on larger acquisitions and leverage to fuel its growth. What’s scary is that its current Net Debt / Adj EBITDA of 3.8x exceeds pre-crisis levels."

"The fact that the Company would refer to this deal as being done at 9x EBITDA demonstrates management and the Board’s fundamental lack of understanding of the assets they sold and a predilection for misleading shareholders."

"And if we were a business today that we're separated from our TiO2, we would be going into 2016 saying...2016 will be a record EBITDA margin year in the history of this company. — Peter Huntsman, President & CEO, March 2016"

"L&B believes that a separation of the SIX real estate could drive 50% upside to the shares today and over 100% upside is possible in the next 18 months as operational performance improves and EBITDA sees significant growth"

"Spruce Point believes Evoqua concocted a highly unusual earnout structure whereby it assessed a high probability that Mar Cor would fail to hit its sales targets, thereby manufacturing almost $5 million of EBITDA benefits."

"Even if we look at Segment EBITDA margins which adds back disclosed depreciation and amortization costs, we find that segment margins have fallen from 2020 and did not improve much with the contribution of Itiviti in 2022."

"We believe PBH’s disclosure of post-synergy multiples distorts the true purchase price of its acquisitions. By not disclosing its target’s EBITDA or pre-synergy multiple, PBH is able to justify overpaying for acquisitions."

"Spruce Point has difficulty believing Generac's reasons for why Domestic EBITDA margins keep falling. First off, it keeps citing commodity input costs, yet this same factor is never mentioned in the International segment."

"We cannot find any record of Saputo providing EBITDA figures for Argentina. However, we can now estimate Argentina's margins with the insights from Saputo's obscured Australian financial filings through a numbered entity."

"Marathon’s stated profitability metrics: Compare across different geographies; Do not back out ~$1.3 billion of MLP-qualifying EBITDA in R&M segment today; Do not adjust for RINs expenses avoided from Speedway ownership."

"Despite our belief that Danimer’s selected peer group is not a strong representation of its business, Danimer trades at substantially higher multiples that its self-selected peers on a projected revenue and EBITDA basis."

"It is our intention within the 24-month period to be able to take this combined business, this pigments business... and have a normalized EBITDA in excess of $0.5 billion — Peter Huntsman, President & CEO, September 2013"

"While we believe there are substantial cost savings opportunities at GRP, the Company could produce a dramatic increase in free cash flow simply by increasing the utilization even in the absence of EBITDA/MT improvement"

"We continue to target a long-term leverage of approximately 2.25 times net debt to adjusted EBITDA. From time to time, we may deviate from our long-term leverage target to pursue strategic opportunities. — Capital Mgmt."

"As PBH has grown through larger acquisitions, the Company has been paying higher multiples for businesses with lower margins. PBH currently trades at a premium to the average EBITDA multiple of its acquisition targets."

"Even as management has spent nearly $1B on acquisitions since FY15, revenue, Adj. EBITDA, operating cash flow, and free cash flow have remained largely flat, while free cash flow per share is down over the same period."

"HGV is effectively betting that $125 million in synergies will be achieved without strong support or track record, in our view, while management badly missed their 2018 investor day EBITDA forecasts. — Land & Buildings"

"Once investors better understand the value proposition that Vets First Corp will bring to vet clinics in the U.S., investors will have a clearer understanding of the +$2.0B EBITDA U.S. long-term potential opportunity."

"The market believes in UEC's ability to significantly ramp its production and uranium sales to deliver rapid revenue and EBITDA growth. We believe expectations are simply too high and the valuation premium is extreme."

""What this tells us is that BWLD could improve its valuation if operations were adapted to run like efficient franchise units – potentially increasing dollar EBITDA double-digits" — Jim Sanderson, Arthur Wood, 3/28/17"

"If these businesses were valued at Avantor's global multiple (approximately 10x EBITDA) as opposed to their acquisition multiples of around 28x EBITDA, this implies that over $2.4 billion of value has been destroyed."

"Tenon EBITDA running at low cycle of USD8m vs peak of USD20m. Margin improvement potential from restructuring, new products launch, new geographies and housing market recovery could drive an EBITDA pick-up to USD23m."

"At a market multiple of 6x post-royalty EBITDA per Company store, we believe BWLD could release over $1.4 billion of after-tax proceeds from its existing store base, representing ~52% of BWLD's current market value."

"Spruce Point believes investors should place little, if any, confidence in these metrics as Adjusted EBITDA is not an accurate representation of Sunnova's business and CCV relies heavily on management's assumptions."

"For 2025, 10.71% of Raging River’s projected $287.3 million of EBITDA (i.e. $30.7 million) represents the Betway Cares Foundation’s minority stake and we believe is therefore not attributable to SGHC’s group EBITDA."

"Importantly, with 22% of Target’s existing EBITDA representing the ground lease rents available to TIP REIT, the separation of TIP REIT would allow for significant shareholder value creation for Target shareholders"

"Genius currently trades at a premium to peers on a sales and EBITDA multiple basis while generating significantly lower margins than peers and below average projected revenue growth to online gaming and B2B peers."

"The Board wants to highlight the general uncertainty or the risks around the funding environment to scare shareholders. But if that's the case, why is Veritas comfortable levering the business to around 7x EBITDA?"

"Loss of Diageo + failure to grow branded spirits will result in investors realizing that MGPI is nothing more than a commodity ingredient producer which should be valued at a 14x-16x P/E and 8x-9x EBITDA multiple"