Callouts & quotes from 553+ activist slides

"The sell side values VRNT on a P/E basis against Non-GAAP EPS. This approach fails to take into account Verint's poor organic growth, the widening disparity between GAAP EPS and (low-quality) Non-GAAP EPS, and the Company's failure to grow cash flow despite a flood of M&A."

"Instrument overwhelms the user with unusable and unanalyzable amounts of data; can't figure out how to optimize an assay; no time savings (one of the machine's most important selling points) for cell therapy; just an “exploratory” tool that provides some incremental data."

"However, we are now unveiling the dirty secrets that we have discovered through months of research. In this report, we will expose Inogen's dirty reseller network, the systematic abuse of elders by Inogen and resellers, and why the stock will quickly rerate lower to $46."

"If Medtronic's claims regarding its current share and share trajectory are at all credible – and we have no reason to believe that they are not – then sell-side market share estimates for Penumbra, and sales growth estimates by extension, are off by a tremendous margin."

"Spruce Point is amazed that not a single analyst is willing to offer a “Sell” opinion on HIMS. We do not believe the analysts have conducted a critical evaluation of the Company’s business prospects with the same analytical rigor and skepticism applied by Spruce Point."

"With Penumbra more penetrated than the sell side believes in the peripheral thrombectomy market – a market which is already more crowded and competitive than the neuro market – we believe the Company's runway for growth is far more limited than is generally perceived."

"IQE sells to CSC at purportedly arms-length / market valuations (e.g., PP&E transferred at 4.6x estimated carrying value), but IQE buys from CSC at non arms-length / market prices - at cash cost, with no profit margin or reimbursement for depreciation and amortization"

"Current FND investors should carefully evaluate the insider selling behavior. FND's two private equity sponsors, Freeman Spogli and Ares, completely cashed out before it even reached 160 stores or ~30% of the 500 stores that the Company currently claims it can reach."

"The OPO executive emphasized the exploitation of “Reasonable Cost” as the heart of TransMedics scam – without it, we note that traditional kidney pumps sell for a mere $2,000 – and its game over now that government is about to define what reasonable cost actually is."

"This implies that Green Peak actually purchased an empty parcel of land for $1.4M. The county’s assessor office gave the land an assessed value of $705,500. We consider this evidence that Green Peak purchased this land at a significant premium before selling to IIPR."

"Investors shouldn't just listen to Spruce Point in our belief that FND's share price is overvalued. A majority of sell-side promoters have a neutral/hold/market perform rating and are waiting to see improvement in the business and believe FND's issues are temporary."

"Spruce Point observes that in addition to making a recent and subtle revision in the line-item from "Selling Costs" to "Other Selling Costs", it is by far the fastest growing operating expense with no discussion from management as to the drivers behind the increase."

"The stage is a critical enabling technology and key factor in ASML’s dominance: “to this day, the electric table, the superior alignment technology...are ASML’s bedrock...its super-fast, super-precise stage and alignment have been unique selling points for decades.”"

"If Dexcom hasn't found a way to sell a competitively-priced down-market CGM profitably after nearly five years of development, we wonder if it will ever find a way to do so, and whether it faces fundamental scale limitations versus Abbott as a one-product company."

"Coincidentally, SKLZ filed an S-1 registering 38,616,576 Shares of Class A Common Stock and 5,016,666 Warrants for selling shareholders the following Monday, February 8, enabling many early investors to sell millions of shares of SKLZ stock at this inflated price."

"In fact, in 2015 and 2016, GNYHA had divested of ~99% of its vested Class B shares. This confirms to us that GNYHA is, in fact, an aggressive seller of Class B shares, and that it has little interest in holding its Class B simply for the associated distributions."

"Non-IFRS metrics = made up results to sell a lemon. Maxar conveniently inflated acquired intangibles to then have them ignored for its adjusted earnings. Had management accurately maintained its PP&E valuation, adjusted earnings would be weighed down materially."

"We believe this is further evidence that INGN are nearing saturation. Would a company that is selling a market-leading product in a category that is only 11% penetrated really be seeing such significant margin pressure at such an early stage in its growth cycle?"

"In order for [refranchising to 90%] to create value requires...selling nearly 500 stores at multiples higher than we believe are achievable...[and] trading multiple expansion to levels significantly higher than demonstrated on a sustained basis by casual diners"

"Insiders continue to be net sellers of Mercury shares despite having been given the chance to prove Spruce Point wrong: rather than demonstrate confidence in the business by committing more personal capital at depressed prices, they have continued to sell out."

"Technology is nothing special; just an expensive mash-up of cheap, existing lab tools like flow cytometers and fluidics; dismissed it as a glorified cytometer, which sell for $50-$500K; called out lack of data showing any real-world impact from the instrument."

"And here's the other thing you have to be very cautious about... when they sell an engine, they're not selling an engine. They're selling [three] modules. So the, The Module Factory numbers are much higher than what real [customer demand for the Factory] is."

"CEO Wilson has sold almost $18 million of Heska stock over the past eight years. Notably, Wilson was a seller at price levels materially lower than where the stock trades today. The CFO has also recently sold 5,000 shares above $260 per share in August 2021."

"Based on our analysis, we find multiple data providers and sell-side analyst reports provide an inaccurate representation of Lightspeed's cash and shares outstanding, and do not account for the Company's two most recent acquisitions and equity capital raise."

"The KALOIKOS company, seller of building I, benefits from a seller's privilege for an amount of 4 million euros in second place behind the PPD and the mortgage allocation (in the amount of €3,545K) for the benefit of Société Générale Private Banking Monaco."

"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?"

"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."

"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."

"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."

"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"

"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."

"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."

"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."

"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."

"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."