Callouts & quotes from 26,677+ activist slides

"Disney’s non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock - representing just 0.008% of Disney’s shares outstanding and much of which was received as Director’s fees paid in Disney shares"

"With no gross margin volatility, EBITDA margins consistently expand. USCR has offered an identical boilerplate explanation that it is related to volume, pricing, and efficiencies, up until recently. We will explore how aggressive use of capital leases likely explain some of the EBITDA margin expansion."

"a lot of people are very pissed off with the company...a lot of people are very pissed off because they are acting too greedy and predatory. I really support that letter from that Congressman. Again, a lot of people in different transplant centers are very pissed off.... I can tell you, I hate the CEO."

"Norfolk Southern shareholders will benefit from electing Mr. Clyburn to the Board because his various experiences will add a unique perspective, one that is unavailable from any other board candidate, that prioritizes safety, compliance, good governance, and maximizing long-term value for shareholders."

"The ex-Abbott scientist indicated that the bioavailability problems are inherent to all drugs in the class due to first-pass metabolism by CYP3A4, an enzyme that degrades the drug in the gut and liver before it enters general circulation or the brain – “metabolism is the biggest problem you have here.”"

"Based on the tables above, which were created using only numbers disclosed by QTT in SEC filings and calculations based on numbers disclosed by QTT it is abundantly clear to us that this business is structurally unprofitable and will inevitably fail without constant injections from the capital markets."

"Given the significant overlap between the Board and legal counsel of DSP and CEVA, we are concerned whether the ultimate decision to license technology from CEVA for DSP’s HDClear solution was compromised by the potential financial benefit to these individuals arising from their relationship with CEVA."

"Despite our extensive history and unwavering commitment to environmental and social causes, we have no doubt that any party lacking knowledge of the facts, acting superficially, solely in its self-interest, or in complete bad faith, could easily argue that advocating for BP to increase its oil and gas"

"They state they are “disturbed” by the “hype”; label it a “quantum Ponzi scheme” to “lure unsuspecting investors” with “fake science”; “a bubble” which may “crash” and take “legitimate” research “down with it”; “crazy headlines” and “false expectations” that are “not based on any research or reality”."

"Independent Board representatives that will: Run a process to hire the best CEO and executive team, Set proper performance targets and incentivize and compensate management appropriately, Monitor and review the performance & strategy of the new leadership team, Hold the new leadership team accountable"

"Twist’s entire product line as a commodity – whether single stranded NGS or double stranded constructs – that suffers from numerous flaws regarding quality, quantity, consistency, mutations, sequence length, and other problems that create “substantial headache” and “substantial expense” for customers."

"By closely examining the composition of WD-40's inventory accounts, we observe that Finished Goods make up an increasing percentage of the overall balance, and more than prior to entering the last crisis. In our opinion, this suggests that inventory is building up and not selling-through to customers."

"Given our previous observation that management always hits 100% of target for its bonus, isn't it odd that it dropped “Inventory Turnover” as a key metric starting in 2015. Is it a coincidence that inventory turnover peaked at exactly the time management dropped the metric, and has declined since....."

"The GTO segment shows minimal capex spending despite the inclusion of Itiviti which spent 15% of sales on capex in 2020, and the large build-out of the wealth management platform for UBS which we believe at least $1.0 billion has been spent, and which we believe should be reflected in the GTO segment."

"Spruce Point has a track record in the construction materials and aggregates industry with a report on U.S. Concrete Inc. (Nasdaq: USCR). Our forensic report identified multiple signs of financial strain which foreshadowed a precipitous decline in the share price and long-term market underperformance."

"Other surgeons provided alarming examples suggestive of coercion and concealment of adverse information about organs - by senior TransMedics management, notably Magdy Attia, the “Medical Director” and Chief of the Liver Program - who, we repeat, appears to be unlicensed to practice medicine in the US."

"The company used to tell us that there's more cataplexy out there, and we had speakers and experts tell us as salesforce, there's more patients out there with cataplexy than what doctors are recognizing, and so you really need to talk with your doctors about cataplexy because they might be missing it."

"Genius essentially barters its technology for league data, which it then sells to sportsbooks. Given the subjectivity and managerial discretion on placing values for exchanged services in barter transactions, they have often been heavily scrutinized by the SEC and are susceptible to accounting fraud."

"Spruce Point believes that, with Penumbra U.S. Stroke revenue growth set to slow in the face of heavy competition, and with consensus peripheral thrombectomy sales expectations far too aggressive, company-wide sales growth is set to be cut almost in half from Street estimates, from FY19 through FY21."

"Spruce Point believes that, with Penumbra U.S. Stroke revenue growth set to slow in the face of heavy competition, and with consensus peripheral thrombectomy sales expectations far too aggressive, company-wide sales growth is set to be cut almost in half from Street estimates, from FY19 through FY21."

"Latent value released from both right-sizing the OLC stake to below 15%, and future reductions in the OLC Stake can be utilized to enhance Keisei's growth and profitability while also serving the broader interests of the community and customers through a variety of accretive investment opportunities."

"AlphaSense interviewed a former Zebra engineer who was also responsible for the customer relationships, elevating customer satisfaction and customer retention. Tegus interviewed a former General Manager at Zebra. Both former employees talked about customers using smartphones instead of Zebra devices."

"Zebra's last acquisition was Matrox on June 3, 2022 and the Company has not disclosed any spending for acquisitions in 2023 or H1 2024. However, in H1 2024, Zebra suspiciously reported $2 million of "Acquisition and Integration Expenses" which it adds back to reported Adj. Net Income and Adj. EBITDA."

"Spruce Point cautions that FND has historically said it does not report results geographically because the regions have similar economic characteristics. The Company last made this disclosure in 2018. However, we observe that it recently started talking about regional differences and cannibalization."

"The chorus of stock promoters have a resounding “Buy” recommendation on DV’s share price with just one of fourteen analysts with a “Neutral” recommendation. However, we don’t believe any have conducted a forensic analysis of DV’s financial reporting and accounting practices to question its practices."

"In 2008, while Guillermo was employed by World Group Securities (an entity that previously existed under the WFG umbrella), he was charged with violating antifraud provisions of US securities laws and was eventually banned by the SEC from associating with any firm that sells securities to the public."

"For a company known to relentlessly focus on perfect execution, and always hit earnings results with consistency, we find troubling evidence of financial reporting issues and an extreme deal failure at Biotix that, conveniently boosted earnings in 2018, amongst Mettler’s two most recent acquisitions."

"Spruce Point has discovered that BR was recently advertising to hire a new Chief Accounting Officer. Yet, what happened to David J. Lisa? His LinkedIn profile suggests he's still with BR.(1) If there has been a transition in accounting leadership, why did BR not file an 8-K to disclose his departure?"

"As a distributor, or at best white label supplier, Heska does not control its own product destiny. While white labeling is an accepted business model, it seems wildly inappropriate to ascribe it a 9x revenue multiple since it is questionable that the Company has any sustainable competitive advantage."

"Heska's market cap has ballooned to approximately $2.8 billion following the stock's recent run. We find it troubling that an equipment distributor, regardless of how hot the end market is, is trading in line with leading technology companies and SaaS companies with real subscription business models."

"Lasertec is an extreme, textbook accounting fraud that checks off every box: claiming to have the highest margins in the industry; but alarmingly little cash flow and the lowest cash conversion among its peers; accompanied by the highest inventory level of any semicap equipment supplier in the world."

"We believe that the Fairness Opinion and several statements made in the background incorrectly characterize TPCG as a commodity chemical business to intentionally dissuade potential bidders and hand the company to First Reserve and SK Capital as preferred bidders without maximizing shareholder value."

"With third-party 3D printing labs only just now entering the clear aligner industry in size, Spruce Point believes that this head-to-head comparison is similar to the kind of cost comparisons which will increasingly be conducted by orthodontists and dentists as third-party labs enter the mainstream."

"AMR's CFO and management has a poor track record of capital allocation when it comes to dividends and share repurchases. Notably, during the last capital return policy in late 2017, not long before coal prices weakened and the stock price collapsed, insiders sold while the Company repurchased stock."

"FND made a slight change to describe its customer conversion rate from visit to purchase in 2021 by including the website as a visit. This change increased the reported conversion rate from 77% to 84%. However, for the first time on apples-to-apples basis, the conversion rate declined in 2023 by 4%."

"Given our discussions with former employees and forensic analysis of Stryker’s historical inability to deal with its SG&A and cost bloat, along with rising supply chain and inflation challenges, we view it unlikely that its free cash flow will increase 4.4% in 2022 and that earnings will grow 25.2%."

"Given all the evidence we've presented of REZI's struggles, we argue that its multiple expansion is unwarranted. We believe management should not be given the benefit of the doubt that it can engineer a remarkable improvement by splitting up a complex entity that it previously failed to rationalize."

"A number of KOL’s indicated why the 33% explants rate in the NANS paper actually underestimates how often Nevro’s device fails: many patients just turn the device off and don’t bother to have it surgically removed because “they don’t want to go back to their doctor because he sold them on the idea.”"

"We believe the spin-off, which is the result of an in-depth review of strategic alternatives by our Board and management, will allow both companies to enhance value by allocating capital and deploying resources in a more focused way, while preserving and increasing synergies within their businesses."

"We believe a relevant publically traded peer set to compare IRBT should include small cap consumer electronic and household product companies such as: Sodastream (SODA), Leapfrog (LF), Skullcandy (SKUL), Zagg (ZAGG), NetGear (NTGR), Voxx (VOXX), Universal Electronics (UEIC) and Select Comfort (SCSS)"

"Brendan Porter lost his medical license for conducting unsanctioned research studies on NXIVM members. In one study, dubbed the "Fright Study," Porter was alleged to have forced his subjects to watch violent and "horrific" video clips including footage of four women being dismembered with a machete."

"Heska's audit partner, Brad Richard McQueen, has only served as audit partner for one other recent public company according to the PCAOB website. That company is MusclePharm Corp (OTC: MSLP), a once high-flying microcap company charged by the SEC for a series of accounting and disclosure violations."

"When Republicans took majorities in the House and Senate in 2024 and President Trump took the White House, IONQ must have known that it was at risk of losing its secret earmarks as the members of Congress and the prior administration it had been cultivating no longer had access to the purse strings."

"The majority of 5-star reviews for BankFive come from spurious accounts with generic first names and often several perfect reviews to BankFive, e.g. Holly, (7 5-star reviews to BankFive), Lorraine (6), Elsa (5), Kevin (5), Charlotte (4), Fernando (4), Susan (4), Linda (3), Hilda (3), and Russel (3)."

"We seek to safeguard shareholder value by giving shareholders an opportunity to vote on resolutions (the “Resolutions”) which, if passed in their entirety, will immediately: (i) remove seven directors from the Capricorn board... (ii) appoint as directors six highly qualified, independent candidates."

"There is more clear evidence of inaccurate restructuring accounts. We observe that Avery can no longer accurately account for restructuring charges among its segments. Whereas total restructuring charges, net of reversals, used to match segment restructuring charges in prior years, now they do not."

"Our YE24 remains $38, based on a sum-of-the-parts analysis. Our SOTP assumes a YE24 net contracted earning assets per share of ~$7, plus ~$30 in value per share for future deployments based on an assigned 13x multiple to expected contracted value creation in FY25 (PV7.5) less incremental financing."

"Ronald McCray's biography understates his level of involvement with Career Education Corporation (currently doing business as Perdoceo Education Corp. NYSE:PRDO), a highly controversial operator of for-profit colleges and universities, only noting that he was involved with Career Education in 2015."

"Wrongfully and in breach of the agreement set out in paragraph 7 above the Defendant have failed to pay the Plaintiffs the agreed amount or any further amount at all in respect of the transhipment and the 1st and 2nd Plaintiffs have suffered loss and/or damage as a result of the Defendant's breach."

"It's easy to see how Kratos has destroyed significant value. Since 2008, Kratos spent nearly $1bn on acquisitions that have contributed an estimated $801m and $129m of revenues and EBITDA, respectively. Yet, recent results suggest over $237m and $69m of sales and EBITDA losses, net of divestitures."

"In 2004, McDonald’s company-operated restaurants appeared to contribute 46% of total EBITDA. However, once adjusted for a franchise fee and a market rent fee, McOpCo constituted only 22% of total EBITDA, with the higher multiple Real Estate and Franchise businesses contributing 78% of total EBITDA."

"Given the historical disclosure of quarterly surveillance patients, and recent disclosures regarding the total number of patients who have ever been provided AlloSure results, we calculate an attrition rate for surveillance patients of approximately 20-30% per quarter, or a staggering 70% annually."

"Spruce Point observes that BR updated its Code of Business Conduct and Ethics policy twice in February and August 2020, and yet again in August 2021. The word "Fraud" was added three times, and the 2021 updated policy specifically added eight points regarding accurate period reports and accounting."

"Notice that BR recently included warning language around impairment charges and that a significant non-cash impairment could have a material adverse effect on its operations. Based on our findings and analysis, we struggle to believe BR's explanation that the UBS partnership isn't already impaired."

"Today, Ancora Alternatives President Jim Chadwick and steel industry legend Alan Kestenbaum hosted an investor conference call, “A U.S. Solution for U.S. Steel,” detailing why U.S. Steel does not have the right leadership team in place and how Ancora's slate can turn around a standalone U.S. Steel."

"Limbach’s management has heavily implied that a material portion of its ODR work is recurring in nature. However, we question the validity of this characterization given that less than half of the Company’s initial 2025 revenue guidance is supported by its next-12-month backlog as of year-end 2024."

"There are still several current directors and members of management who oversaw and approved some of Disney’s worst corporate governance and strategic failures, including overpaying for the Fox acquisition, the expanding streaming losses, and “over-the-top” compensation packages granted to Bob Iger"

"The “new” ACTIS A300, announced with fanfare in Nov 2023 as Lasertec’s next-generation EUV product and driver of growth, is a hoax – a cover story to conceal fatal flaws with the Ushio-supplied EUV light source in its flagship tool, the A150, and the resulting, costly recall and replacement effort."

"Why did Nuvei buy both Base Commerce and Vantage Payments? Both businesses had relationships with each other (and with Nuvei), and both executives facilitated business between TelexFree (Ponzi Scheme) and Allied Wallet (charged with fraud for abetting business among multiple fraudulent companies)."

"Spruce Point believes Ballard investors should be cautioned by its history of partnership failures in China, notably Azure in 2013-15. Our on the ground due diligence strongly suggests this time around with Synergy/Broad Ocean will result in disappointment and a significant stock price correction."