Callouts & quotes from 26,677+ activist slides

"After missing consensus EPS for 6 straight quarters, a string of exploration failures, and substantial capex overruns, John Hess announces that the Company is in midst of transformation that started in 2009 (later revised to 2010 start). This is company's 7th restructuring under current CEO."

"The CLO servicing report for the three CLOs show a total of $1.9 billion of loans that are on the "watchlist" at "6A", which means "Any Other Situation that Indicates an Increased Level of Default Risk that may Create Potential Material Losses to Investors (Lesser of 10% of UPB or $500,000)""

"Maxar exhibits nearly identical problems and aggressive accounting tactics we identified at NCR Corp in our report from 2015, a stock that collapsed 40% to $18 per share months after our report when it failed to find any strategic alternatives except heavy dilution and expenses to investors."

"Two recently introduced technologies are set to enhance the safety and efficacy of catheter ablation so dramatically, they will almost certainly destroy any remaining rationale for minimally invasive surgical ablation of the kind that AtriCure has incessantly tried - and failed - to promote."

"We sent a private investigator to the Oregon facility, who encountered a deserted parking lot, a quiet loading dock/construction area, and about a dozen office employees sitting in an open and mostly empty floorplan – no evidence of manufacturing activity or an impending production scale-up."

"Once we have beginning and ending balances of imported inventory (i.e., ELF’s products for sale in the U.S.) and their COGS – all based on reported financials, we can deduce the dollar value of imports baked into ELF’s reported financials (Imports = Ending Balance - Beginning Balance + COGS)"

"We find that the medical groups listed as subject to the "Medical Groups Notice of Privacy Practices" last updated December 22, 2022 include four former Bailey Health entities that have been dissolved and another entity (You Health Purdy of Nevada) that never existed according to our search."

"In situations where a company has generated long-term outperformance, such a long-tenured Board might be accepted by the investor community, but given the sustained share price underperformance at Cognizant, we believe directors with new experiences, skills and perspectives would be welcome."

"Monster's AFF Ireland filings indicate that it intends to supply recipes and formulae for all the non-US companies within the group. Furthermore, management does not disclose where the revenue is derived by geography because it would be "seriously prejudicial to the interest of the Company.""

"Taking action to unlock the value of Samsung Electronics’ treasury shareholding as part of a streamlining of the Samsung group structure – this would benefit all stakeholders by creating a transparent and easy-to-value organizational structure, retaining the Lee family’s controlling interest"

"Does Intuit deserve a premium SaaS multiple? As much as two-thirds of revenue is either episodic, usage-based, remnants of license, or from end-of-life product. And while a portion of Intuit's payroll revenue is volume based, we believe take rates in that market will be a race to the bottom."

"We find that Bunge makes it difficult to calculate organic growth by segment by not quantifying Viterra's contribution to its business segments. Moreover, the Company does not discuss FX or asset divestiture impacts on revenue. In 2025 alone, Bunge disposed of $953m of assets and businesses."

"Had Ginkgo included Synlogic’s foundry spend of $13.6MM, related party revenues as a percent of total would have jumped from 72% to 95% - that is, Ginkgo would have had to admit that its foundry is a flop and that it can’t get customers unless it gives them cash and round-trips the proceeds."

"Heska paid approximately 1.4x LTM revenues, in aggregate, for these six companies. We find it shocking to note that the market is currently valuing these revenues, which comprise well over one-third of Heska’s LTM revenues, at 9x only 1 to 1.5 years later despite questionable recent results."

"We asked two former Nevro executives to comment on the alleged kickbacks program in Europe. One stated his belief that it couldn’t have had happened without participation by the US headquarters ("everyone knows"); and that the staff Nevro terminated in the aftermath were "sacrificial lambs.""

"I didn't know anything about what you just told me. And I feel like the truth eventually comes out... I've seen this before... I've learned to be cautious. Even if you told me all these great things that were the opposite of what you just said, then I would have basically said that I'll see."

"I think the employees are feeling a bit like second-class citizens, like the focus has been turned elsewhere in the recent years, that they're not getting the support, the resource, the capital allocation that they should be getting to drive the performance that they know they're capable of."

"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."

"We believe investors in GP should take a close look at the company's Chairman, CEO and largest shareholder, Fraser Atkinson, whose track record points not just to an inability to manage the business to its financial targets but to an alarming disregard for his fiduciary duty to shareholders."

"Spruce Point believes that changes in Executive and Board leadership at Enfusion are highly troubling. Notably, at least two members have served at companies targeted recently by other short sellers while the CEO was Chief Risk Officer at a firm that settled with the SEC for illegal trading."

"The SEC alleged that at least $40 million was either pocketed for personal use by top officers of Brokers Investment and Fiberline, diverted for unrelated businesses or used as part of a fraudulent Ponzi Scheme, in which money raised from new investors is used to pay off previous investors."

"It's instructive to evaluate SafeCharge's valuation at the time of acquisition by Nuvei. For reference, Nuvei acquired the business for 7.3x and 21.7x 2019E Adjusted Revenues and EBITDA. Based on our primary research, SafeCharge could represent up to 30% of Nuvei's current business profile."

"Form EIA-861M is a mandatory report for most investor owned electric utilities, all energy service provider including Third Party Owners of solar PV (TPO) and other selected electric utilities and distribution companies that sell or distribute electric power to end users on a monthly basis."

"Prior to Starboard filing a Schedule 13D on September 17, 2012, Office Depot’s stock price had materially underperformed both the broader equity markets, its Peer Group, and its direct office supply superstore (“OSS”) competitors – Staples and OfficeMax – over almost any measurement period."

"Transurethral waterjet ablation (TWJA, or Aquablation): uses a high-pressure waterjet to destroy tissue. Slightly easier recovery than other resective procedures. Shorter procedure time, but much higher bleeding risk. Requires subsequent "mini-TURP" to cauterize tissue and control bleeding."

"With Sumner Redstone Absent for the Last Few Years, and With Dauman Effectively in Control of his Trust, it’s Been a Perfect Setup for Dauman and Dooley to Keep Paying Themselves Enormous Cash Compensation at the Expense of Shareholders With Weak Accountability in Terms of Their Performance"

"Only Kaiser, an exclusively value-add producer, ships fewer MT per dollar of Net PP&E than Arconic. Were Arconic generating EBITDA/MT similar to Kaiser ($700+/MT), Arconic's low rate of production might be justified. At Arconic's EBITDA/ton ($364/MT), utilization should be much, much higher"

"Warning: Oatly claims its processes are proprietary and very hard to copy, but acknowledges a risk that, as it grows, its trade secrets, confidential information and know-how could become more broadly known. Oatly stresses that this risk could have a material adverse effect on its business."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises, versus fundamental leadership change."

"However, the workaround comes at a steep cost in terms of errors, mutations, and lack of consistency – rendering Twist’s “chip” a self-defeating gimmick with no way to win, as any efficiencies are quickly destroyed by the workarounds required for its inability to make usable amounts of DNA."

"In order to conceal the spiraling losses from its manufacturing meltdown and pricing scheme - and to prevent its Ponzi-like nature from becoming obvious - we believe that Twist has resorted to Worldcom-esque accounting fraud, fabricating a 45% gross margin that it promotes will rise to 60%."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises, versus fundamental leadership change."

"On July 30th, 2023 – Puck reported that Kevin Mayer and Tom Staggs – two former executives (and now Disney competitors!) who were viable CEO succession candidates that were passed over prior to their departures years ago – “have both been engaged individually by Disney to consult with Iger”"

"This petition requests that the FDA take the following actions: 1. Request a voluntary recall of VYKAT XR from the US market, on the grounds that the drug presents a serious risk of adverse events, including hospitalization and potential heart failure, which outweigh its labeled indication."

"TASK is trying to sell investors on COVID-19 related expenses as adjustments to EBITDA and EPS. This might be perfectly acceptable if it were common practice for public company peers to do so. However, we don't believe that to be the case. As a result, we adjust TASK's EBITDA lower by ~$8m."

"Axon has magically boosted its TAM by increasing both user and price assumptions. The pricing assumption for its AI TAM cannot even be justified by its current pricing. Bundle assumptions show it gets $50/month, whereas Axon leads investors to believe that it should be valued at $100/month."

"With Hill-Rom already having posted new product revenue of "more than $300M" through Q3, management guidance of "more than $400M" of new product revenue for FY19 implies a Q4 new product revenue guide of just ~$90-125M, which would render YoY new product growth flat at best for the quarter."

"To the extent our suspicions turn out to be correct, this circular symbiosis would be reminiscent of Enron’s off-balance sheet structures in which Enron issued shares to “special purpose entities”, which borrowed money using the stock as collateral, and then bought (poor) assets from Enron."

"Step 5: TIP REIT pays a taxable dividend (at the 15% dividend tax rate to non-corporate taxpayers) to shareholders equal to its allocated portion of Target’s $16bn of retained Earnings and Profits (“E&P”), estimated to be $8bn based on the implied mid-point valuation of TIP REIT/Target Corp"

"Spruce Point believes that Bemis had much worse working capital than Amcor, and not simply 2x Amcor's as suggested by an analyst. Over the preceding, six quarters prior to deal closing, we calculate Bemis' working capital to sales ratio averaged 13%. Amcor's working capital was around zero."

"We particularly note the role of reps and the central team in managing side effects such as “over-stimulation” - given the complex and multi-factorial nature of pain management, we question how reps are making clinical diagnoses of “over-stimulation” and determining its cause and treatment."

"Based on these facts, it seems that the Board has interpreted the revised regulation (EN-3) to suit its own interests, viewing it as a means to construct solar installations of any size (e.g., 76 MW or 94 MW) while bypassing the need for authorization from the Secretary of State for Energy."

"On July 30th, 2023 – Puck reported that Kevin Mayer and Tom Staggs – two former executives (and now Disney competitors!) who were viable CEO succession candidates that were passed over prior to their departures years ago – "have both been engaged individually by Disney to consult with Iger""

"There is always a catch! While PHA may be an improvement from PLA in some areas, there are still constraints to the technology. Just as PLA was unable to decompose in landfills and required separate recycling, PHA requires certain conditions which are only available to a limited population."

"In short, shareholders are demanding change now, and Elliott remains committed to providing them with a clear choice between continued industry-lagging performance under an incumbent leadership team that has repeatedly failed to deliver on its promises, versus fundamental leadership change."

"While adding a new independent director to the Board is a step in the right direction, we believe his appointment was merely reactionary and an attempt to win the support of another shareholder in this election contest and likely would not have been done were it not for the pending contest."

"This offering could compete with many of the Fast Casual concepts that have taken share at lunch – in the same amount of time, guests can have Olive Garden’s great food, but in a comfortable full-service setting, rather than waiting on long lines only to bring the food back to their desks."

"The substantial $35.8 million gap between these positive contributors and the minimal increase in overall guidance strongly indicates that Tempus's fundamental genomics and data segments are significantly underperforming compared to expectations established just months earlier in February."

"This offering could compete with many of the Fast Casual concepts that have taken share at lunch – in the same amount of time, guests can have Olive Garden’s great food, but in a comfortable full-service setting, rather than waiting on long lines only to bring the food back to their desks."

"As evidence of Xylem’s failures in Digital, we point out that it quietly covered up reassignment of executive Al Cho who was formerly the Chief Strategy & Digital Officer. In late 2022, CEO Decker claimed Sai Allavarpu would be its first Chief Digital Officer, but that clearly is not true."

"Again, while generously assuming no lost reserves, and now allowing for the company to respond to lower prices with 20% cuts in its key cost areas such as rig day rates, horsepower for fracking, and raw materials, we estimate Pioneer's existing reserves to be worth less than $22 per share."

"If all of Premier's member owner hospitals were to demand and receive a market-rate shareback beginning in FY22 – the earliest point at which their current terms could be amended – consensus sales estimates for FY22-23 would fall by 26%, and EBITDA estimates would be cut by more than half."

"Quarterly analysis highlights the growing deviation between COGS and inventory and the historically low level of accounts payable / inventory. Moreover, an analysis of sequential and YoY changes in inventory in Q1 2022 versus past Q1 levels shows a sharp departure from historical averages."

"Zebra referenced the word "semiconductor" only once in the deal announcement of Matrox. At a conference shortly after, CFO Winters said Matrox had "great relationships" with the semiconductor industry. Neither statement quantified what the semiconductor industry means to Matrox's business."

"Share price underperformance has occurred despite no significant change in the operational outlook for ArborGen or Tenon leading us to believe that the primary cause for the underperformance was the mis-management of both the ArborGen IPO and shareholder expectations with respect to Tenon."

"The table below showing Casino's market share versus its "Real" EBITDA (i.e., excluding our estimate of gains on sale in 2014 and 2015) strongly casts doubt on the notion that there's any relationship between Casino's present market share and EBITDA generated by selling products in stores."

"When we adjust Samsara's Adj. EBITDA calculation for incremental device cost and sales commission amortization, we estimate it to be overstated by $134 million in the past two fiscal years and that FY2023 adjusted EBITDA margin stands at -22% as opposed to the -10% reported by the Company."

"Spruce Point has concerns about financial relationships and flows of payments between C3, its CEO's foundation, two directors and its sales partners. Spruce Point asks C3 to clarify the nature of the relationships and economic value proposition to C3 shareholders with enhanced disclosures."

"Job advertisements for Beijing Mushang reference a different address than the legal entity. Our investigators visited this address and were surprised to find an unmarked door in a high end residential building welcoming “home delivery, just walk in”. Is this what a top 5 agency looks like?"

"We do not purport to know the reasoning behind consolidating these companies, and the timing of these transactions. We do find the inconsistency in Nidec's discussion of the rationales for these transactions a little troubling, particularly given Mr. Nagamori's financial interests in them."