"Ancora will vote “AGAINST” Chair George S. Mayes, Jr., Director Javier Polit and Director Laurie A. Tucker at the 2025 Annual Meeting to send a message that the status quo is unacceptable in light of the significant value that has been destroyed and the time-sensitive opportunity currently in front of Forward Air."
Callouts & quotes from 26,677+ activist slides
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"By utilizing the Company's network, leveraging new shipping partners, effectively pricing its premium offerings and densifying the network on a recapitalized balance sheet, potential suitors have an opportunity to more than 2.5x operating income at modest assumed growth rates and historical operating ratio levels."
"The average monthly GZ 1-1 revenue would be at most only Rmb 14.7 million, less than half of the Rmb 32.9+ million draw down needed to cover the difference between our low-end estimate of the deferred revenue’s Rmb ~75 million carrying value and the Rmb 42.1 million shown on the SAIC files as at December 31, 2016."
"He indicated Ginkgo’s foundry staff can’t deliver strains without babysitting and micromanaging; that staff are junior and inexperienced, resorting to simplistic high-throughput screens as a crutch, which doesn’t result in successful yeast strains; and that Ginkgo lacks “senior people” who can oversee the science."
"When we asked the same industry expert, who admittedly worked at a competitor, and was not interested in working for Cintas, to opine on industry pricing, he revealed that prices have generally gone down, but industry players have used more aggressive tactics such as pushing nebulous fees for loss and ruin higher."
"And the only option they have if they still want Zillow business is to join one of the 30 teams that kind of survive the exodus from the Zillow agents. And it'll be interesting to kind of see where it goes, but I think at the moment, those other 90% that were exited the Zillow program, they're obviously not happy."
"TransMedics not only seems to steer organs to “aggressive” centers, but that it explicitly appears to skip those unwilling to take it on the device, moving to the next “aggressive center” on their list until they land one – a clear indication, in our view, that organs are trafficked as a kickback for device usage."
"The CSRC demanded clarification on "Whether the online casual chess and card games mainly operated by PLTK involve gambling or gambling behavior, whether this transaction complies with the Central Propaganda Department, the Ministry of Industry and Information Technology, the Ministry of Culture and Tourism, etc.""
"Our observations about challenges with the Neurio acquisitions and financial reporting problems are mirrored by some comments made by Neurio Technology’s former VP of Finance and Administration who commented there were accounting system conversion issues and “continual legacy matters with finance and operations”."
"GRP asset turns are below the most relevant peers: Novelis, Constellium and Kaiser Aluminum. In fact, GRP is in-line with UACJ (an asset-heavy Japanese company). Based on the 2016 average turns of 2.98 (excluding UACJ), GRP's is capable of supporting ~$6.5 billion of sales, or 34% more than were generated in 2016"
"Spruce Point believes that the circumstances facing Premier are very similar: while the sell side believes that Premier’s above-market shareback rates can last indefinitely into the future, Spruce Point finds evidence that near-term catalysts could force Company economics back in-line with the rest of the market."
"Spruce Point finds additional evidence that insiders are extracting more value on easier terms than before from shareholders. For example, equity vesting was reduced from four to three years. Restricted stock units (RSUs) removed any performance condition which were previously linked to milestones such as an IPO."
"Our metric of fully loaded customer acquisition costs as a percent of online revenue has barely declined from its Q4 2021 peak and remains materially above 2020 levels. In addition, we believe that calculating CAC based on net subscribers provides a useful reference point for a business like HIMS with high churn."
"Spruce Point would not be surprised if management-defined KPIs such as "core growth" are used by auditors to test goodwill. We are concerned that superficially strong core growth, supported by advantageous accounting machinations, may be giving management an excuse to delay seemingly-overdue goodwill impairments."
"If conscious of the full extent of the revenue headwinds of which management appeared to be aware, would Advent have still been willing to purchase Forescout for $33 per share, just one quarter after the stock fell as low as ~$25 after a posting a top-line miss similar to what it would have posted on the Q4 call?"
"If conscious of the full extent of the revenue headwinds of which management appeared to be aware, would Advent have still been willing to purchase Forescout for $33 per share, just one quarter after the stock fell as low as ~$25 after a posting a top-line miss similar to what it would have posted on the Q4 call?"
"Novartis cell and gene therapy (cont’d): Views the machine as a “failed purchase” and would have sent it back if they could; has no value proposition versus traditional flow cytometers that are a fraction of the price and have lower operating costs, can run more assays, and have higher throughput and better data."
"Former employees detailed various hardware and software problems: software was "constantly updated," confusing and throwing off users; blindsided customers had to grapple with bugs, delayed experiments, and re-learning how the equipment functions; some users just stopped updating the software – "wasn't worth it.""
"With supply chain, I would say the fact that certain components and parts are delayed, and the costs have increased. I think that's gonna have an impact on Stryker. Also if they do not consolidate their facilities and redundancies, it's gonna be a heavy cost for going forward as they continue to grow and acquire."
"We and other BHP shareholders now look to current management, with appropriate oversight from the BHP Board, to provide real leadership to actively address BHP's underperformance issues with the kinds of positive and constructive proposals from management which have been conspicuously absent so far in this debate"
"To summarise, TFS’s mark-to-model approach to biological asset valuations and revenue recognition policies allow it to leverage real capital. Accordingly, we believe that the only factor that would prevent this business from being a Ponzi scheme is whether or not the underlying products are a feasible investment."
"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."
"Not only has Heska had challenges growing organically, but the Company's profit margins have declined materially since peaking in 2017. Both absolute margins and margin expansion since 2019 trail IDEXX Labs by a wide margin. Investors should be concerned that margins are not expected to improve for several years."
"In other words, management's action shows that when it's our money, it needs to be held conservatively and reserved for "strategic flexibility." But when it's their money, they don't need so much rainy day cash and they'd like to see the balance sheet working harder to generate the maximum return on their equity."
"I would say I would hold off because I'm telling you, let's just hold off until after — let's think about a diet restriction. Let's think about increased exercise. Let's think about some of the ways you can get this weight off. That's an issue. Because we don't think, the hyperphagia, it didn't make a difference."
"In addition, Herbalife’s SEC filings misleadingly report its sales-based royalties and commissions as an expense called “China Sales Employees” in SG&A (not as Royalty Overrides, as it does for other markets), even though China commissions are calculated using the same sales-based royalty percentages as elsewhere"
"Conclusion: CSF histamine and tele-methylhistamine did not significantly differ between patients with narcolepsy-cataplexy and other etiologies of non-hypocretin-1 deficient central hypersomnias; these measurements, therefore, are not useful in assessing the etiology or severity of centrally mediated hypersomnia."
"Smart2Pay’s margin increase is unlikely to be explained by its ability to rationalize its operational footprint. Using the Wayback Machine, we see that even through May 2021, it was still operating out of five global locations. The website has recently been updated and now omits operations in the U.S. and Spain."
"Because of these issues, and the questionable overlapping audit committee chair with NIHD along with prior transaction discrepancies, we strongly suggest that AMT's shareholders and independent Board members scrutinize the transaction, and consider rejecting it, as the incremental risk may outweigh the benefits."
"If, per our survey, 70% of G5 users were willing to assume the risks involved in hacking their transmitters for the sake of 33% annual cost savings, we suspect that a material proportion of Dexcom G-Series users will be willing to switch to the now-comparable Libre 2 for the sake of over 80% annual cost savings."
"If, per our survey, 70% of G5 users were willing to assume the risks involved in hacking their transmitters for the sake of 33% annual cost savings, we suspect that a material proportion of Dexcom G-Series users will be willing to switch to the now-comparable Libre 2 for the sake of over 80% annual cost savings."
"Using data from Semrush, we find that "Free Cloud Storage" is the most popular search term used to drive traffic to companies such as Dropbox. The data shows that the cost per click for this key terms has been rising materially. Consequently, we observe that Dropbox's ranking for "Free Cloud Storage" is falling."
"Zebra’s solutions are used heavily in applications to track and report inventory in retail and supply chain markets. Ironically, we identify a range of issues with Zebra’s inventory accounting and reporting that indicate Zebra itself fails to accurately manage and report inventory and may be delaying impairment."
"Recent data from the National Bicycle Dealers indicate a substantial decline of independent bike dealerships. Meanwhile, using iconic Harley Davidson as a proxy for motorcycle demand, we observe that sales fell for a fifth year in a row as the it struggles to find new buyers, and has its own electric bike debut."
"Rather than welcome the involvement and expertise of one of the pre-eminent energy executives of our time - and a large shareholder - Phillips 66 greeted the news of Mr. Goff's investment in its stock and his support for our campaign by immediately and angrily impugning his motives and questioning his integrity."
"GILEAD scientist with five years of experience with BLI, across several large pharma/biotech companies, is one of the most experienced users and has declined to recommend purchase at Gilead; suggests BLI's pipeline has dwindled in last 4-6 months; "limited market" with competing technologies about to take share."
"In 2013, OrthoSensor signed a manufacturing contract with Valtronic to produce between 5,000 – 30,000 per year of its knee balancer. The contract detailed that a 10% failure rate was to be assumed. In August 2017, Valtronic filed a lawsuit against OrthoSensor for non-payment and alleging failure rates up to 40%."
"Comparing the Company's supplier disclosure between its 2019 and 2020 10-K Annual Report, Heska eliminated references to four external suppliers despite the fact that either current product sheets pre-date the change or the products remain the same, meaning no actual change in supplier relationship has occurred."
"the worst-performing product is definitely the lung...that organ is preserved on ice just as well, if not better, because of the complexity of the physiology and anatomy of the lung...it’s pretty expensive...the majority of the cases can be safely preserved on ice...this is a method that was working pretty well."
"One of the most serious issues – which came up repeatedly in our interviews – is livers becoming necrotic on the device, a known risk specific to normothermic perfusion machines like TransMedics but which our research indicates is far more widespread than known – with surgeons alleging a cover-up by the company."
"Spruce Point believes that Dollarama is significantly overvalued based on its undifferentiated and increasingly uncompetitive business model, inflated and unsustainable margins which are posed to decline, and its limited growth prospects which will restrain its ability to hit its long-term earnings expectations."
"What’s worth noting is that IIPR’s purchase was actually in the form of a quitclaim deed which typically only transfers the grantor’s interest in a piece of real estate, whereas 3G Management’s purchase was in the form of a warranty deed which guarantees the transfer of legal title and rights to the real estate."
"We calculated this total by examining all the Form 4s listed for IONQ insiders listed on SECFORM4.COM. First, we included any non-discretionary sales that were done from March 11th-14th, as well as any Form 4s that specifically stated that the sale was made pursuant to a 10b5-1 plan adopted from March-11th-14th."
"It seems to us that the lease model may quickly become a huge liability if one of the following occurs: (i) AXDX depletes its cash reserve; (ii) negative clinical data about the Pheno system are published; (iii) a new strong competitor comes in a picture; (iv) hospitals will underutilize installed Pheno systems."
"CCMS Payment Services Inc was formed by John Cooper and Richard Cesario on November 2014. We see that the assumed name under which the business to be conducted is also "Fifth Manhattan" and was changed March 2015. This is the exact same name that Pivotal Payments declared its entity to be named Fifth Manhattan."
"Changes Undermine Confidence In The Consistency And Comparability Of Reporting: We express concerns that WTRG is shifting its references to unit customer additions to its business from "customer connections", to "equivalent dwelling units" and finally, "equivalent retail customers or equivalent dwelling units"."
"Spruce Point finds a common theme of uncollectable receivables within the Pramac Group. Its Asian subsidiary domiciled in Singapore was recently liquidated in 2021 and its last filed financial statements showed a large portion of receivables due beyond 1 year and an allowance of 36.5% against gross receivables."
"The overlap between Piedmont Lithium and IperionX extends beyond just its leadership team and management. We observe that both companies engaged the same technical consultants in areas of engineering, procurement, and construction (Primero), lab analysis (SGS), permitting (HDR), and engineering studies (Hatch)."
"Our analysis of Maxar's order backlog reveals two key insights: 1) Its backlog has shown no positive organic growth since 2012 when adjusting for the acquisitions of SSL and DigitalGlobe, and 2) Maxar stopped providing a breakdown of order backlog by segment, rendering it impossible to track SSL/Communications."
"In addition to receiving up to c.US$3.7 in potential value per share in the demerged US petroleum business(1), Australian tax-resident shareholders could receive additional value, depending on their marginal tax rate, of up to c.22%(2) per core BHP share that they tender into the discounted off-market buybacks."
"J.B. Thome & Co is a well regarded bulk spirits brokerage in the distilled spirits industry founded in 1977. Their current price list contains two 95% Rye Whiskies listed from Lawrenceburg, IN which we can safely assume is MGPI's product. We observe no price difference between the 2011 and 2013 vintage product."
"The Data Verification division of responsibility for Nova's SK-1300 Initial Assessment Technical Report for the Estelle Gold Project is entirely in the hands of Mr. Khounphakdee, an individual we cannot fully verify but whose academic claims of an advanced degree in geology an engineering appear to be spurious."
"We estimate gross profit per system will continue to drop as the solar investment tax credit steps down over the next 2 years. Lower margins and a reduced benefit for tax equity investors look to pressure an industry which already has tight margins and relies on tax equity to support their negative cash flows."
"Twist is locked out of most of the NGS total addressable market because its technology can't make enough mass for primers – "this is well known" – thereby dooming them to a little niche with only a "fixed amount of space": "they don't have the core competency"; space is "owned by their competition like Roche.""
"Given our concerns about FND's leasing strategy and that a large amount of leases having become legally binding but not yet recorded on the balance sheet, we observe that FND ceased providing the supplemental balance sheet with information related to operating leases. We find this reduced disclosure troubling."
"We estimate GLOB founders sold (or transferred) over $80m of stock in the IPO, each of the subsequent secondary offerings, and multiple open market sales. Additionally, we believe that the irrevocable trusts may not have to file its sales in the open market, making it difficult to track their current ownership"
"A Tegus research interview conducted in February 2021 (a few months before the April 2021 IPO) of a former sales executive at DoubleVerify said the market for verification services was very penetrated. Yet, the Company claimed in its IPO prospectus that its core solutions were less than 25% penetrated in 2020."
"Axon’s $1.8 billion market cap valuation seems excessive relative to the market opportunity, which we do not believe has significant growth given: 1) stagnant law enforcement officer growth, and 2) deflationary forces that will compress Axon’s ability to charge for cameras while absorbing rising storage costs."
"Spruce Point believes Kornit Digital (“the Company” or KRNT) saw 2018 revenues, and particularly cash flow, driven entirely by Amazon’s expansion of its Merch program, which are likely to taper based on a slow-down of program growth, and would leave a gaping hole in Kornit’s aggressive revenue growth strategy."
"As an immediate first step, we call on management and the board to initiate an in-depth, open and truly independent review of BHP’s petroleum business, to be overseen by a committee which includes management, shareholder representatives and outside experts, with full disclosure of all results on a timely basis"