Callouts & quotes from 902+ activist slides

"Insiders have continued to reduce their stake in PGNY since its IPO in 2019. Insiders have reduced their stake from 52% prior to the IPO to 14% as of the 2021 proxy filed in April 2022. If insiders are selling at such a rapid clip, why are investors buying?"

"The things that made Mortara what it was disappeared after the acquisition. The entrepreneurial culture was lost.... Sales people who were familiar with the flagship product were dropped, and it didn't sell as well under Hill-Rom. — Former Mortara Employee"

"WD-40’s valuation is disconnected from reality, yet overly bullish sell-side analysts see room for more expansion? As the world has faced an unprecedented slow-down, its valuation has increased even while its financial prospects and condition deteriorate."

"TASK is the only company among its peers that we could identify trying to sell investors on COVID-19 related expense adjustments to improve EBITDA and EPS. Analysts aren't asking any questions or pushing back on what we believe are aggressive adjustments."

"The sell side believes that Dexcom's target U.S. market is 25% penetrated, leaving significant room for continued CGM adoption. However, under Spruce Point's view of Dexcom's optimal market opportunity, Dexcom's current market is already ~50% penetrated."

"Miraculously, there are still sell-side analysts recommending to buy Zillow’s stock despite the Company eliminating its 2025 revenue target, lowering 2024 revenue guidance and consensus estimates for Adj. EBITDA being way below management’s 2025E target."

"Spruce Point believes sell-side analysts and investors are not factoring in multiple issues that will likely cause Generac to severely miss its lofty financial expectations and/or should factor into Generac receiving a lower valuation relative to peers."

"Even with evidence that Microsoft revenue is falling below plan, Perion retracted Yandex as a search partner, made search its #1 risk factor, and experienced a sharp decline in revenue per day per search, sell-side consensus estimates are still rising."

"At present TFS does not have sufficient mature harvests to sell, and is still dependent on MIS investors for cash. At the same time, TFS is paying cash to ‘buy out’ MIS investors through the buy-back scheme and increasing TFS’ share in the plantations."

"A former C3 employee we spoke with said, "Baker Hughes is a marriage that is not working. The people are not happy. They can't sell the C3 product. It's a nightmare for them to sell it. The culture of C3 is so different that they can't work together.""

"The sell-side analyst community appears equally divided on ENFN's share price outlook. However, we believe the biggest bulls on the name are wrong in their assessments and have failed to conduct a rigorous forensic analysis of the Company's reporting."

"We have presented our belief, supported by interviews with former executives, that EBITDA in not an appropriate metric to analyze Sunnova. Despite this, the sell-side chooses to focus on EBITDA to evaluate NOVA's financial performance and valuation."

"Spruce Point is concerned that “effective” insider selling might have accelerated even more rapidly following the completion of the deal, as individuals with intimate knowledge of AFAM might have sold their shares without other investors’ knowledge."

"If the Board and management are preventing a value maximization process based on their belief that the stock is undervalued, why aren't we seeing insiders buying? In fact, we are seeing insiders (including CEO Bob Espey) consistently selling stock."

"“knife fights in phone booths... you’re not really taking share any longer; you’re just trading share amongst those three primary players.” — A former Pure employee. “Toyota, Honda, and Nissan... they’re really close.” — An enterprise IT reseller."

"Red Flag: Beware of insider selling when the company is buying. The last period of MPWR's share repurchases were in 2012-2015. This is the same period Chang's ownership effectively went to zero. CEO Hsing made his largest stock sale ever in 2015."

"We are surprised that the sell side seems to think that gross margin in the product segment could expand through the coming years despite the strong relative growth of sales of distributed product vs. manufactured product, as cited by management."

"Our criticism of FND's deficient disclosures extend to its Board relationships and related party dealings. For example, despite Peter Starrett serving on both the Boards of Floor & Decor and Boot Barn, FND fails to disclose that it sells to BOOT."

"With customers ranging from public schools to municipalities to small businesses, FleetCor is selling a carbon neutral program when in reality they are pocketing nearly all the money at a level that will most certainly bring criminal indictments."

"Insiders have been relentless sellers of MGNI, at an average price of $8.85 per share. If insiders truly believed in the upside potential of the merger, it is more likely they would have been buying stock cheap ahead of the recent price increase."

"We do not like the fact that insiders have been selling into share buybacks while the Company levers itself up with short-term debt to support those repurchases. It appears that the execs are levering up the business in part to enrich themselves."

"Biden Blocks Takeover Bid of U.S. Steel by Japan’s Nippon — The New York Times. US Steel Shares Drop After Trump Says No Need to Sell Company — Bloomberg. Nippon Steel wants 100% of U.S. Steel, not a minority stake, report says — The Japan Times."

"In contrast to management's claims that plant-based foods will be a success with healthy margins for Saputo, based on our interview of a former Saputo executive familiar with its cheese business, the plant-based sales team is struggling to sell."

"Sina Technology: Oct. 29 morning news. NetQin’s FL Mobile games were dropped off of the iOS system as Muddy Waters continued to short sell their stock. In its previous official response to this issue, FL Mobile says it is still under discussion."

"The product comes directly from Japan (a confirmation for the authenticity of the product), which is why it takes a long time to ship and the seller is unfortunately not able to give tracking number but it's very helpful. — Amazon Italy Reviewer"

"From time to time, the Company uses non-recourse factoring arrangements, to sell accounts receivable to third-party financial institutions. The sale of the receivables in these arrangements are accounted for as a true sale. — Amdocs FY 2018 20-F"

"Anytime you can sell a volume of MDI on a rail car basis on a long-term fixed contract basis, that's going to be something we like. So not everything has to go through a system house... — Peter Huntsman, Chairman, President & CEO, December 2019"

"Evidence shows that sell-side analysts heavily promoted Stryker's acquisition of Mobius and Cardan Robotics, issuing glowing reports about how Cardan "significantly bolsters" its robotics expertise and made a "differentiated bet" in the space."

"Prescribing only because of patient desperation and pressure; doesn't think it has much benefit and is “trying to undersell the expectations”; forced to prescribe only because there's a new FDA approval; doesn't “disagree” with insurer denials"

"I don't understand the story to be honest that you need to power internally. I mean, if I today am willing to sell the power to the same guys for lower prices than it costs them to build the assets, why building the assets? — RWE CEO Krebber"

"Given SafeCharge’s historical strength around gaming, challenges of cross-selling to service to industries such as retail were expressed by a former employee. In addition, there were challenges expressed around Nuvei’s automation processes."

"A WFG agent by the name of (b)(6) tricked me into investing $65,000 cash and told me it would be an investment for my future. He tried to sell me life insurance. He has not returned my money and is now disappeared. This was my life savings."

"We argue $5bn in custom networks contracts is a defensive “back to basics” maneuver – an acknowledgement that Lumen’s ambition to turn more into a cloudified “techco” isn’t gaining traction and its core business remains selling dumb pipes."

"“value proposition was not there”; will be obsolete in 2-3 years; slammed the tool as absurdly expensive to own and run; price needs to drop by 75-85% to have a shot; others sell “a lot more functionality” for a fraction. — Lonza scientist"

"The Transaction allows for meaningful debt paydown by 2011E of $7.8bn. Of this amount, $4.4bn comes from selling the remaining 53% interest in credit card receivables and $3.2bn from free cash flow after operating and investing activities"

"Spruce Point believes that this reflects the sell side's lack of understanding of the business' true underlying economics: analysts' price targets reflect a level of earnings power which the Company cannot sustain through the long-term."

"Monster recently ran a promotion with Wawa in January – February for $3 per can, which is not much of a discount given they currently sell for $3.50 per can. Now Wawa is offering buy 2 get 1 free which lowers the price to $2.33 per can."

"Just a reminder that insiders recently disclosed a stock selling program dating back to Nov 2022 when the stock was in the low $20s, and that the last time PERI reported operating cash flow under $20m, the share price was single digits."

""Baker Hughes is a marriage that is not working. The people are not happy. They can't sell the C3 product. It's a nightmare for them to sell it. The culture of C3 is so different that they can't work together." — Former Sales Executive"

"We observe a recent increase of insiders enacting 10b5-1 stock sale programs. Notably the former CFO and Chief Accounting Officer have both enacted two programs that overlapped which we view as a more aggressive manner to sell shares."

"Ginkgo’s business model is built upon selling R&D services (“Foundry revenue” or “Foundry usage fees”) and also taking royalties or equity stakes in customer programs (“Downstream value”). — Ginkgo corporate presentation, Aug 18, 2021"

"Big brands like P&G’s that sell at high prices face increased risk of commoditization, particularly as competitors innovate with technologies and marketing strategies targeted at millennials, specialty channels, local consumers, etc."

"Pershing Square believes Herbalife is a pyramid scheme because, among other reasons, distributors earn more than 10 times as much from recruitment as they do by selling the company’s overpriced products to bona fide retail customers."

"Pershing Square believes Herbalife is a pyramid scheme because, among other reasons, distributors earn more than 10 times as much from recruitment as they do by selling the company’s overpriced products to bona fide retail customers."

"Zebra was asked twice about Fetch Robotics on the Q2'24 conference call, and we think the CEO failed to provide any concrete update or specifics other than a reference that customers are giving them an opportunity to sell solutions."

"Direct Sales Regulations: Only "[a] direct selling company and its branches may recruit sales promoters," and "[n]o entity or individual outside any direct selling company and its branches may recruit any sales promoter." (Art. 13.)"

"We believe that management's and the sell side's discussion of international markets as a significant growth opportunity inflates Dexcom's apparent TAM to investors. Dexcom's market opportunity beyond the U.S. is currently limited."

"Spruce Point has evaluated thousands of financial statements over the years, but we have never seen an income statement charge called “unused office space” which Kratos repeatedly discloses. We are not buying what Kratos is selling"

"Spruce Point has conducted a thorough forensic review of the Amcor / Bemis transaction, including management’s bold claims for the transaction. Our analysis either disproves, or calls into question, each of the main selling points."

"Spruce Point has conducted a thorough forensic review of the Amcor / Bemis transaction, including management's bold claims for the transaction. Our analysis either disproves, or calls into question, each of the main selling points"

"The things that made Mortara what it was disappeared after the acquisition. The entrepreneurial culture was lost.... Sales people who were familiar with the flagship product were dropped, and it didn't sell as well under Hill-Rom."

"The engineering modification and maintenance business acts as an internal MRO shop servicing Boeing and other aircraft needs. We estimate that this represents about 37.5% of total BGS revenue. — Sell side re Boeing Global Services"

"The point of a strategic process is not to sell the Company below its intrinsic value, but to explore whether shareholders could monetize their shares at or above intrinsic value today without having to take any execution risks."

"Distributors purchase products from Herbalife at what HLF deems to be “wholesale” prices and consume the products themselves (“Internal Consumption”) or resell them at retail prices thereby capturing the markup (“Retail Profit”)"

"The loss of the PPB will undoubtedly hit margins. While the sell-side optimistically projects a gross margin rebound and a reversal in R&D and SG&A as a percentage of revenue, the changes to tax policy make this scenario absurd."

"Since Q1 FY16, Carvana has generated a weighted-average gain on loan sale as a percentage of principal balances sold of 4.0%. In other words, it sells its finance receivables – largely subprime loans – for 104 par in aggregate."

"Our channel checks demonstrated that a good percentage of these agents do not sell, or in some instances, have never sold Caesarstone, which raises the question why they were ever recorded as reseller agents in the first place."

"Because of the timing of Sambara Stiftung’s complete disposal of its Ströer shares—the same day the Müller/Rumplehardt sale and large stock sales by Dirk Ströer’s Ströer (now Delphi) Beteiligungsgesellschaft, and Udo Müller and"

"We believe the controls may be insufficient by design, as Inteliquent appears to profit significantly from illicit scam and robocall activity by selling blocks of phone numbers to bad actors and routing the calls they generate."

"Note: All sell-side analysts who do a NAV calculation either separate out Sales Finance in their EV-to-Equity bridge, or follow a P/E approach whereby net debt does not feature in the analysis(2) — Elliott Investment Management"