Callouts & quotes from 3,960+ activist slides

"NEW: "We believe we are a leading cloud-native, SaaS provider within the alternative investment sector, and expect that as that sector grows, we will continue to extend our position." — Enfusion 2023 10-K. OLD: "We believe we are the leading cloud-native, SaaS provider to the global hedge fund sector and expect that as the alternative investment sector grows, we will continue to extend our position.""

"For AOL Time Warner, in the long run had they gotten AT&T Broadband, it would have been strategic brilliance. — Saul Hansell and Steve Lohr, The New York Times, December 21, 2001; For TWX, we believe this was a tough asset from which to part, given their already strong foothold in cable networks and Comedy Central's attractive demographic reach. — Jessica Reif Cohen, Merrill Lynch, April 22, 2003."

"Mr. Müller, you have just made some remarks about Muddy Waters. I believe that, for me at least, that will be a principal theme today. But allow me to say something by way of introduction. The victims of such attacks are those who leave themselves open to attack. I believe that, having conducted this business in the way that you have, resembles network marketing, of about 50%. — Mr. ten Doornkaat"

""What you have seen us do, quite frankly, is a bit opportunistic around that DVMT stock" — Dell CFO, 12/8/16; "We believe that the tracking stock will provide an opportunity for previous EMC shareholders to continue to benefit from the performance of VMware" — Dell CFO, 9/7/16; "we use those proceeds [from VMW sales] to then buy DVMT [which] has been very good." — Dell Investor Relations, 6/20/17"

"Red Lobster's business continued to decline through fiscal year end, and based on industry trends, the declines were expected to continue for an extended time — Darden Press Release. The management team believes that each of these issues are temporary in nature, correctable, and that they have plans in place to return the business to historic levels of profitability — Red Lobster Debt Memorandum."

"Red Lobster's business continued to decline through fiscal year end, and based on industry trends, the declines were expected to continue for an extended time — Darden Press Release. The management team believes that each of these issues are temporary in nature, correctable, and that they have plans in place to return the business to historic levels of profitability — Red Lobster Debt Memorandum."

""Recall that our Pika and Neurio acquisitions enabled us to bring an efficient and intelligent energy saving solution to the market in December called PWRcell, which we believe will position Generac as a key participant going forward. Q1 represented the first full quarter of commercial shipments of PWRcell units at scale, which met our relatively high expectations." — CFO York, Q1 2020 Conf Call"

""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."

"Spruce Point is concerned that management is sacrificing liquidity for faster top-line growth – growth which is not reflective of improving fundamentals, but which we believe is simply attributable to (1) a shift in how management accounts for operating leasebacks and (2) a rapid re-adoption of operating-type sale/leaseback agreements which are now being recognized as revenue in full up front."

"[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."

"The Company will not comment on the veracity of the information relating to Panjiva. However, the Company believes that it is inappropriate to compare Panjiva’s data in respect of imports into the United States to the Group’s sales worldwide (other than the PRC) which approximate the figures under the column headed ‘HK filings’ in the above table. — Man Wah Holdings Clarification Announcement"

""I think Verint is stalling. That is part of the reason I left to be perfectly honest. Verint got stuck in its old ways." — Former Verint Employee; "It feels like Verint is slowing down." — Former Verint Employee; "Verint's culture is toxic." — Verint Competitor; "Verint has been complacent and I believe it has been a cultural challenge for them [in embracing the cloud]." — Verint Competitor"

"Based on our review of LinkedIn and other sources, we believe a large volume of CCTs in the US are located in remote locations. Not only does this suggest the opportunity for questionable reimbursement practices on the part of iRhythm, but we believe it also calls into question iRhythm management’s numerous claims related to the build-out of its CCT “Center of Excellence” in San Francisco."

"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."

"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."

"“Rather than say that it's the volume, it's always better to move forward with a better product mix in terms of the profitability.” — Nagamori (Q1 2012 call). “I believe that the capacity question was in regard to spindle motors and in terms of excess capacity there, whereas there are three factories in Thailand currently, the idea is to reduce by one factory.” — Nagamori (Q2 2012 call)."

"Petitioner believes that given the recent i) fatality, ii) hospitalization and near-fatality, iii) 13 fatalities in the pitolisant development program, and iv) the inherent and unavoidable toxicity of H3 receptor antagonists/inverse agonists as a drug class, as indicated supra, it would be a grave mistake to repeat the incremental approach that marked the eventual withdrawal of Seldane."

"The Board believes that the business can conservatively support a debt to EBITDA ratio of 1x, while also providing significant flexibility to support Deckers' growth initiatives and seasonal working capital needs. — 10/26/17 press release; No, it's not an ongoing target... That doesn't necessarily mean we'll always maintain that 1x EBITDA. — Thomas George (CFO), 10/26/17 earnings call"

""To this day, I don't believe in sequels. I can't follow popular cycles. I have to move on to new things—there are many new worlds to conquer." — Walt Disney, 1966 Letter to Shareholders; "I'd say we're leaning a little bit more into sequels and franchises... doing that, leaning on franchises that are familiar is actually a smart thing." — Robert A. Iger, CEO & Director, February 2024"

"Spruce Point believes it's likely that MPWR routes its cash through Singapore, which is owned by MPS International Ltd. (Bermuda). Singapore engaged in related-party transactions with Bermuda for "Services Rendered". Yet, its Singapore subsidiary Monolithic Power Systems (Singapore) PTE. LTD currently has a going concern warning, and is audited by a three person firm called Plus LLP."

"Spruce Point believes it’s likely that MPWR routes its cash through Singapore, which is owned by MPS International Ltd. (Bermuda). Singapore engaged in related-party transactions with Bermuda for “Services Rendered”. Yet, its Singapore subsidiary Monolithic Power Systems (Singapore) PTE. LTD currently has a going concern warning, and is audited by a three person firm called Plus LLP."

"BR recently expanded its TAM without any logical explanation. Its recent increase from $46 to $52 billion can be explained by the Itiviti acquisition, which it claimed added $5 billion (see this slide on why we think this is aggressive). Now BR is having investors believe its TAM has grown by $8 billion (or 15.4%) in a challenging economic backdrop where it isn't immune to recession."

"Spruce Point believes that Stryker doesn't cleanly provide investors with Mako sales figures. However, based on our research, we believe the market fails to appreciate both the size of the business, and the pressures it is under from disruptive pricing and sales from Zimmer Biomet, the #2 player in the industry. Mako revenues could exceed $1.0 billion, with prices dropping up to 30%"

"CFO Reagan: “You're thinking about the Health margins, we are now -- and we continue to believe that the Health margins, which were very strong in the quarter, continue to be sustainable.”; CEO Krone: “We were able to sell part of the business that really wasn't in our portfolio. Clearly, that would have been lower-margin for us.” — JPMorgan, Leidos Earnings First Look, Oct 29, 2019"

"The impending release of the Libre 2 is no secret to the Street. Nor are its new technological features. However, as we discuss, we believe that the evened playing field between the Libre 2 and G-Series will bring downward pricing pressure on the increasingly-commoditized CGM market – and that this could have disastrous consequences for Dexcom to an extent ignored by the sell side."

"Spruce Point believes that the ongoing proliferation of third-party 3D printing labs in the clear aligner space will only incentivize further R&D directed at clear aligner development: whereas Align was, until recently, the only major player in the clear aligner space, materials producers now face a broad and rapidly-growing number of potential customers for clear aligner plastics."

"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."

"Spruce Point believes CLEAR trades at an unwarranted premium to other subscription businesses geared toward consumers. We believe it is facing formidable competition to solve the TSA and airline pain points which are the checkpoint and checked baggage areas. We also believe its valuation is materially higher once adjusted for the TRA liability, lease, and fully diluted share count."

"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."

"Spruce Point believes that investors need to pay careful attention to USCR's capital expenditure (capex) program. In 2017 for the first time, USCR gave hard capex guidance, which explicitly stated it included capital leases. USCR is becoming increasingly dependent on capital leases (>50% of total capex for the first time in 2017) and has missed its capex forecast every single time."

"I agree with you 100%, and I agree with you on your take on Neil Cowen’s PK paper. I do believe it was slightly manipulated...Off-label, certainly people could use it...you’re completely right. If this is really such a good drug, people can use diazoxide and suspension exactly the same way for pennies on the dollar. — Ex-senior Soleno employee #1, key role in clinical trial program"

"We agree that the Libre’s lack of an alarm has been a major hurdle preventing wider Libre adoption among T1 diabetics, who were the earliest CGM adopters. However, with the impending inclusion of an alarm in the Libre 2, we believe that the playing field between Abbott and Dexcom will largely be leveled – and that the economic consequences of this could be devastating for Dexcom."

"I believe that, as far as the numbers are concerned, discussion is possible. But you have an auditor, and you have others who are overseeing the audit. I also know that there are some in-house analysts who are also looking at the issue. A clear opinion has emerged, which we at the DSW share, that the numbers have not been manipulated, massaged or falsified. — Marc Tüngler (DSW)"

"Ginkgo is, we believe, a colossal fraud, a Frankenstein mash-up of the worst scams of the last 20 years: Enron’s abuse of related parties and special purpose entities; Intrexon, the father of synthetic biology scams, and its circular “revenue” charade; the vaporous grandiosity of WeWork and Theranos; and Ginkgo’s Siamese twin Zymergen, which fell 75% in a single day in August."

""our Company still believes in decentralized operations, because all of our businesses are very different and compete in different industries." — Don Logan; "we run [TWC] as a stand-alone business...we operate at arm's length [to the Parent] and have for years." — Glenn Britt; "the ‘one company’ strategy never got off the ground...each division did its own thing." — Steve Case"

"“During the first quarter [2010], local currency sales were up 69% in Korea... We believe that the momentum in Korea shows no signs of slowing.” — Des Walsh (May 2010); “While most of our markets performed well in 2016, we continue to work through the challenges in Brazil, Korea and China... In Korea, we face the [sic] number of challenges...” — Michael Johnson (February 2017)"

"Shareholders need to be satisfied that the peer group is appropriate and not cherry-picked for the purpose of justifying or inflating pay. In general, we believe a peer group should range from 0.5 to 2 times the market capitalization of the Company. In this case, Glass Lewis has identified 10 peers outside of this range, which represents approximately 62.5% of the peer group."

"CHD’s share price is inflated to an all-time high, and irrational valuation, as, we believe: 1) investors flock to the perceived safety of consumer staples amidst rising trade war tensions, 2) a belief that recent acquisitions will succeed in accelerating growth, and 3) recent price increases enacted to offset commodity inflation and tariffs can be reimplemented if necessary."

"We believe shareholders benefit when equity of long-term incentive awards vest on the basis of metrics with pre-established goals and are thus demonstrably linked to the performance of the company...In this case, shareholders should be concerned with the Company’s failure to implement a performance-based long-term incentive plan with objective metrics and goals. — Glass Lewis"

""We believe Adjusted EBITDA is useful to management, investors and analysts in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis. These adjustments are intended to exclude items that are not indicative of the ongoing operating performance of the business." — NOVA 2019 10K"

"In light of our findings that: 1) Generac's core and clean energy business dealership growth is slowing and it has lost partners, 2) Its PWRcell solar competitive advantage vis-à-vis Tesla's Powerwall has diminished, and 3) Some Generac dealers are engaging in allegedly misleading and deceptive marketing practices, we believe the CMO's departure should be a serious red flag."

"at the time the 2012 profit plan was established, the compensation committee believed that it was challenging;" or the Board's belief that its "executive compensation programs are founded on the belief that there should be a substantial and meaningful connection between the compensation of our named executive officers and the amount and quality of our earnings" — HMA's Proxy"

"How can TurboTax disclosed Paying ARPR only increase 7% from 2020 to 2023 when (1) Online and Live average list prices rose 10% and 9%, (2) Intuit launched the highest ASP Full Service offering in 2021, and (3) we estimate that higher list ASP Live as a percent of total paying returns grew from 7% to 18% over the same period. We believe this suggests weak price realization."

"The other three members of Intuit's Audit Committee also raise eyebrows. While we don't question the accomplishments of Directors Burton, Dalzell, and Yuan in their respective fields (legal, technology, and engineering), we do believe Intuit's Audit Committee could be strengthened by the addition of executives with more extensive auditing and financial management expertise."

"We believe Disney should take more “shots on goals” and increase creative risks outside of its core franchises, similar to Netflix – explore allocating more budget dollars across lower-cost, easier to produce projects to further balance Disney’s higher-cost franchise content; prioritizing “retention” content spend should diversify away the risk of expensive streaming flops"

"Experts question the claim by Quantumscape, backed by $500 million from Bill Gates, Silicon Valley venture capitalists, and VW — Marker. But most battery researchers don't believe it — The Mobilitist. But some observers aren't convinced that QuantumScape's lithium-metal batteries will power cars and trucks on the road as soon as the company claims. — MIT Technology Review."

"Well, if you look at where we're trading today based on 2025 consensus earnings, we're trading at something like an 8.8, 8.9 multiple, that's more than one turn above our refining competitors. So, we believe there is some recognition of [the value of the midstream business] in the shares today. — Phillips 66 CEO Mark Lashier, Piper Sandler Energy Conference, March 18, 2025"

"Well, if you look at where we're trading today based on 2025 consensus earnings, we're trading at something like an 8.8, 8.9 multiple, that's more than one turn above our refining competitors. So, we believe there is some recognition of [the value of the midstream business] in the shares today. — Phillips 66 CEO Mark Lashier, Piper Sandler Energy Conference, March 18, 2025"

"With respect to Viterra, I'm not going to comment on whether it's included in those 13 or 14 assets. But what I can say is that we don't believe Viterra is accurately reflected in the value of the Glencore share price. So we are looking at ideas around Viterra to be able to provide that see-through value in our share price for our shareholders. — Glencore CEO, Feb 15, 2022"

"Well, if you look at where we're trading today based on 2025 consensus earnings, we're trading at something like an 8.8, 8.9 multiple, that's more than one turn above our refining competitors. So, we believe there is some recognition of [the value of the midstream business] in the shares today. — Phillips 66 CEO Mark Lashier, Piper Sandler Energy Conference, March 18, 2025"

"Spruce Point believes that IAS is undervalued relative to DV and that the gap should narrow. We believe IAS offers greater exposure to faster growing and less saturated international markets. We also believe IAS has better patent coverage, financial reporting transparency and stronger equity sponsorship. We are long IAS as a relative value hedge for our DV short position."

"In an absolute best case scenario in which ABML successfully builds and ramps its facility, secures adequate battery supply to operate at full capacity, and finds customers willing to purchase material at ABML’s estimated prices, and assuming ABML should trade in-line with a mix of battery value chain and recycling players, we believe ABML is worth less than $1.00/share."

"The ex-employee indicated internal disappointment among Soleno staff as trial data rolled in – “they want to believe it works...that was not my immediate reaction to what I saw...the person [who ran] clinical development also felt the same way...we were disappointed to not see what we were expecting...no matter how you slide and dice it, the data is there the way it is.”"

"Talk about a fall from grace. Of all the US airlines, Southwest has evolved the least since 9/11, relative to an industry that has undergone a massive profit transformation ... We believe substantive changes to its business model are required if margins are ever going to reclaim the high ground, but management (thus far) appears uninterested. — J.P. Morgan, December 2023"

"Talk about a fall from grace. Of all the US airlines, Southwest has evolved the least since 9/11, relative to an industry that has undergone a massive profit transformation ... We believe substantive changes to its business model are required if margins are ever going to reclaim the high ground, but management (thus far) appears uninterested. — J.P. Morgan, December 2023"

"Talk about a fall from grace. Of all the US airlines, Southwest has evolved the least since 9/11, relative to an industry that has undergone a massive profit transformation ... We believe substantive changes to its business model are required if margins are ever going to reclaim the high ground, but management (thus far) appears uninterested. — J.P. Morgan, December 2023"

"Talk about a fall from grace. Of all the US airlines, Southwest has evolved the least since 9/11, relative to an industry that has undergone a massive profit transformation ... We believe substantive changes to its business model are required if margins are ever going to reclaim the high ground, but management (thus far) appears uninterested. — J.P. Morgan, December 2023"

"A former insider with intimate knowledge of the internal processes claimed that during her/his time at the company the founder touted that the content integrity team is “50 people strong”, while, due to Chinese Wall reasons, staff employees never saw a detailed list of these individuals. However, the insider believed that the team had “6 people at most.” — Former Insider"

"In light of the prevailing restrictions on non-emergency dental activity and expert predictions which indicate that the coronavirus may linger for months into the future, Spruce Point believes that it is not outlandish to believe that, not only could US volumes collapse to near-zero in Q2, but that volumes may remain heavily depressed through the remainder of the year."