Callouts & quotes from 26,677+ activist slides

"Notice carefully that BR recently made a few critical changes to its investor communications. Below are changes made to its IR website where we see clear evidence of slowing transaction processing and a removal of the same 80% statistic also struck from the recent 10-K Annual Report."

"Amgen employee #1, a scientist and group leader has interfaced closely with BLI for 5+ years. Remains unenthusiastic about the instrument; machine is prone to major errors, creating distrust and hesitation among Amgen staff; still have to hack it get it to work for various workflows."

"With healthy growth continuing into the 2030s, GAAP EBIT margins in the 21% range, an 11.7% WACC, and a 17.5x EV / LTM EBITDA exit multiple (relative to a current small-cap WFE average of 24x), we get a $72 per share fair value for ACMR, representing 300%+ upside from current levels."

"KOL's elaborated on the dynamic described by former employees, calling the pushing of stimulator trials as "straight up fraud" and "a big problem," saying that doctors "pump bodies" through stimulator clinics, particularly in high-abuse states with "giant billboards" for stimulators."

"To summarize Red Cat's version of their SRR win: Teal will be the sole supplier to the Army of about 12 thousand drones and 6 thousand controllers at a cost of $45 thousand per system, for a total revenue over a 5-year period (that's based on the press release) of about $265 million."

"In August 2022, Zillow positioned the higher stock-based compensation as a one-time/off-cycle “retention action”. However, we believe Zillow has few options but to continue to grow stock-based compensation as it now makes up a significant piece of its employee compensation structure."

"Spruce Point believes that PLUG cannot issue equity or raise debt fast enough to support its current restricted cash build - and, therefore, cannot continue to support customer leases through operating-type leasebacks, the source of the Company's recent "inflection" to profitability."

"The surgeon flatly stated that the main rationale is stacking and scheduling transplants as they only have one operating room – “we’ve had three livers on OCS at the same time”; “you can do that case at your leisure and you can stack cases”; “even take a break for dinner in between.”"

"Norfolk Southern shareholders have the opportunity to install operationally proficient leadership with a proven strategy for transforming the railroad's infrastructure and running a PSR-powered Scheduled Network that drives superior safety, customer service and financial performance."

"LSPD touted early on that CFO was "the best indicator" to follow its path to profitability. However, it quickly ceased providing quarterly and annual CFO guidance. In fact, the Company did not call out this key change to investors of this suspension until a quarter later in the MD&A."

"The Company performed its annual impairment testing of goodwill based on the December 31, 2021 balances, and, in all cases, the recoverable amounts exceeded their respective carrying values including goodwill; therefore, goodwill was not considered to be impaired as at March 31, 2022"

"It is evident that if investors include acquisition related expenses when calculating the company's free cash flow, the sum of free cash flow generated from 2013 to 2018 would be $205 million, as compared to $1.1 billion if those acquisition related expenses were excluded from capex."

"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 EUV light source in its flagship tool, the A150, and the resulting, costly replacement and recall crisis."

"Calling the EGM reflects Palliser's loss of confidence in the judgement and priorities of the Company's current board, resulting both from an unwillingness to respond to shareholders' concerns and a sustained inability to execute a value accretive corporate strategy for shareholders."

"The Company leases property from PJD Properties Inc. Upon further investigation, we find that this is an entity controlled by CEO Patrick J. Dovigi. Why didn't GFL describe this in its notes on related party transactions, and what, if any, other transactions are not being disclosed?"

"Spruce Point believes it is extremely bearish that Generac’s Chief Marketing Officer (who was also named President of the new Energy Technology organization) resigned in Feb 2022, shortly after the CEO claimed he and his team were “incredibly bullish” on Generac’s long-term outlook."

"Spruce Point believes current sell-side analyst price targets are wildly optimistic. The consensus estimate projects 74% upside to Generac’s share price. Almost 90% of its stock promoters have a “Buy” recommendation or equivalent. 11% are “Hold” and not a single analyst says “Sell”."

"We believe that auto-oriented analysts are much more likely to understand Carvana as a business than are tech or business services analysts, and believe that their lower valuations, while still excessive on the whole, are likely better-informed than those of their tech counterparts."

"Now that Darden's egregious corporate governance practices have directly resulted in a substantial and easily avoidable destruction of shareholder value, in clear defiance of a strong shareholder directive, it is apparent that the majority of Darden's current Board must be replaced."

"Zebra changed its website navigation product description from “Temperature Monitoring and Sensing” which would allow site visitors to more easily identify the Temptime product to “Environmental Sensors” with the Temptime products being listed further under “Ready-To-Use Indicators”."

"Commoditization of program verticals that have larger markets will lead to lower tuition rates. We are already seeing plenty of evidence of tuition compression in the MBA Vertical, which is the most important vertical to 2U with at least 5 new MBA programs launching in 2018 and 2019"

"Based on Celgene’s most recent track record of overpromising and under-delivering on highly-touted pipeline products – specifically, the termination of GED-0301 and the refusal-to-file (“RTF”) for ozanimod – we question whether management’s projections are sufficiently conservative."

"PERI recently expanded its risk about browsers constraining its ability by including Apple's Safari into the discussion. Safari recently closed a loophole related to third-party cookies that hinders digital marketing. This could be another headwind set to affect its search business."

"「私はインテルとTSMCが何台のHHG装置を使っているかを知りません。なぜ知らないかと言えば、3つの迂回策を採っているからです。1つめにKLA製の装置があります。2つめにレーザーテックの非極端紫外線装置があります。実は、レーザーテック製の極端資材線装置で行ったといわれた検査の一部は、調べたところ実際にはレーザーテック製の193ナノメートルの装置で行った、という事実が判明しました。そして3つめとしてHHG装置があります。つまり、193ナノメートル対応のKLA製とレーザーテック製の装置があり、HHG装置もあります。加えてレーザーテック製の極端紫外線装置もあります」"

"If it becomes necessary, we are confident Phillips 66 could follow a similar path by: Making appropriate management changes; Closing the current $2-$3 per barrel refining EBITDA gap between Phillips 66 and Valero; and Generating $15 billion to $20 billion of after-tax cash proceeds."

"Ms. Alvarado served on NewPower's board alongside several notorious Enron executives, including Richard Causey, Enron's Chief Accounting Officer; Ken Lay, Enron's Chairman; and Lou Pai, a key Enron executive who held multiple leadership roles, including CEO of Enron Energy Services."

"Spruce Point's Conclusion - PLUG Is Uninvestible With Long-Term Potnetial To $0: PLUG has never generated a meaningful profit in its ~20 year history, and almost all of its recent sales and earnings growth has been supported by either unsustainable financing or shareholder dilution."

"We suspect that TransMedics and its highest-volume users may be under scrutiny as part of multiple federal/state regulatory investigations – which we would find unsurprising, irrespective of hearsay, given the flagrant conduct and rapidly unfolding backlash at centers across the US."

"Endocrinologists indicated the argument was nonsense and that regular diazoxide can be dosed once a day for PWS as well – that they're all well-aware that diazoxide has a long half-life, so it achieves the same steady-state plasma level within days without need for extended-release."

"Spruce Point spoke with a former front-line employee who had been with the company for over 5 years and was at the Company through approximately 7 of the earlier acquisitions. When we asked the employee which platform would he/she choose today, the response was definitively Shopify."

"We believe the Transaction presents the Company's stockholders with a compelling opportunity to realize a substantial cash premium to the trading price of their shares and/or to retain an ongoing equity interest in the next stage of the Company's evolution alongside Pershing Square."

"Spruce Point believes there is significant downside to Nuvei’s share price as the Company is overvalued on all financial metrics, and should trade at best in-line with peer valuations, and at worse a material discount to reflect the numerous concerns we’ve documented in our report."

"Spruce Point observes a concerted effort by Avery over the years to provide less and less disclosure to investors. Notably, we see omission of six (6) key disclosures that directly affect revenue drivers. We believe this bolsters our concern that organic revenues may be overstated."

"I'm not going to comment on the specifics of the financing package itself. One reason, I'm not well versed in the details of the financing package as others are. But I -- obviously, Phil, we can take you offline, we can get you more comfortable with that as well going forward here."

"It’s practically relevant in the same sense like demonstrating an 11-bit vacuum tube computer in 1920 might have been relevant...I would not say it’s relevant in terms of solving real problems now or solving real problems next year or probably in five years or probably in 10 years."

"With the aligner printing software space finally attracting innovators which are addressing historical shortcomings among in-house 3D printing software, Spruce Point believes that one of the major bottlenecks prohibiting more widespread in-house aligner printing is set to collapse."

"Arconic is a tremendous platform for growth. It is not very often that a potential growth platform goes underutilized like Arconic has. I see a huge opportunity for accretive M&A in the EPS business, however, before those deals can be pursued, Arconic has to get its house in order."

"Spruce Point believes that investors should be concerned by AMR's recent auditor dismissal of KPMG in favor of RSM in 2020. The change doesn't appear to be arbitrary. Rather we find a sequence of events leading up to the change that suggest there were problems at the Company being."

"We immediately encountered articles discussing GF Securities involvement in a $12.7B fraud in China, centered on one of China’s largest publicly traded pharmaceutical firms, Kangmei Pharmaceutical, which allegedly overstated its cash balance by $4.3 billion “using false documents.”"

"Spruce Point questions the heavy insider selling in Q4 2021 around the time we find both: 1) Unusual international revenue declining and, 2) Underestimation of the Zentrick termination payout by 2x that would have drastically reduced the Company’s 29% earnings beat for the quarter."

"Spruce Point believes that Bloomberg is emerging as a powerful new player in the ESG and Climate space and that MSCI is aware of this by now disclosing it as a competitor. Bloomberg offers a comprehensive suite of analytics under the ESG function for public equities that it tracks."

"If sales growth rates at these acquired businesses rebounded to their prior trajectories in subsequent years, Hill-Rom would have enjoyed artificially higher organic revenue growth during the subsequent years, as it would have been calculated off an artificially lower revenue base."

"By now claiming that only 50% of new product growth is incremental – and, therefore, that legacy business growth is effectively embedded in 50% of new product growth – management is implicitly claiming that the apparent slowdown in the legacy business is not as drastic as it seems."

"Instrument is immature and "kind of like a beta version" despite being launched in 2016; using it is "a major headache," "time consuming," and "tedious"; machine ruins cells in about 1 out of every 5 runs; unusable by other groups at AbbVie due lack of assays and other limitations."

"Competitors with radically cheaper machines have already taken share in each segment BLI has targeted; same capabilities “for a substantially lower capital expenditure”; Abcellera ($5B market cap) is biggest competitor, has a “full stack” solution vs. just selling a screening tool."

"Look familiar? With Zimmer offering hospitals and its customers a robot with no upfront cost, it has made sale more difficult for Stryker. Stryker's response has been to offer its “Joint Value” pricing strategy, and more recently in 2022, to cut prices by approximately -17% to -30%"

"Sixteen executives were indicted, pleaded guilty, and/or were convicted as part of the Medical Manager fraud. We believe Schlanger, Anevski, and Livingston were practically the only executives involved in M&A and finance activities that were not implicated or charged in the scheme."

"Commentary from G&K and its financial projections illustrated how it expected to achieve approximately 3.5% - 5.3% annual revenue growth from 2016 - 2018. Yet, when Cintas issued guidance for FY 2018 including G&K, it implied a -4.2% annual revenue decline at the guidance midpoint!"

"It seems to us as if the Compensation Committee (having no Fortress Directors) waited until after the resignation of the Fortress Directors to disclose that it did not use any of information the compensation consultant provided to benchmark Andy Smith’s compensation as incoming CEO"

"The former senior executive shed some valuable insights on Zillow’s funnel. Based on his commentary, the only area that Zillow can meaningfully improve upon is the mid funnel, or generating more leads per visitor, and increasing the conversion rate of those leads in the Flex model."

"This has resulted in executive compensation at AOL that is approximately 3.4 times the median compensation of an appropriate peer group that fits within the guidelines recommended by both ISS and Glass Lewis, despite poor absolute and relative stock price and financial performance."

"Since Soleno appears to have forgotten to change the fasting glucose graph from the original dataset, we can calculate associated HbA1c values - which suggests to us that the new HbA1c numbers are simply made up to fit a misleading narrative that entry ITT were already prediabetic."

"The board of directors are ultimately responsible for setting strategy, driving execution, and holding management accountable for performance. If the board is not aligned with peer standards, neither will be strategy and performance. Thus, "A Better Kao" starts with a better board."

"How can the CEO, two Board members and the outside legal counsel of DSP be expected to make decisions that benefit DSP, like re-entering the licensing business and competing against CEVA, when they have a substantial economic interest in CEVA that could be harmed by such decisions?"

"I always have an example, which I'll refrain from quoting now. It is more or less if you were a bank robber, and go into a bank and say: Hello! I'm a bank robber. - If you then go ahead and rob the bank, then you can say: No problem, I told you that I was a bank robber, after all."

"From Greenlight's point of view, regardless of whether the scope of the audit has changed, whoever approved the Velocita debt and warrant valuations at cost at the end of 2001 and the other criticized investments and valuation methods did not provide appropriate critical scrutiny."

"If Val-gan can grow organically at a high single-digit rate as Valeant management projects, and management can invest the company’s free cash flow in new acquisition targets at historical rates of return, then we believe management can achieve its goal of 15%-20% annual EPS growth"

"We have serious concerns with the Company's management of the formal review of strategic alternatives it announced on November 30, 2015, only a month after a consent solicitation was launched by a dissident seeking to remove and replace four of the incumbent directors on the Board"

"Per the original JV contract, peak revenues were slated to be $170m in the year ending April 30, 2022. The most recent amendment has revised the contract for revenues to peak three years later (April 30, 2025) than the original agreement and at a reduced commitment level of $125m."

"Spruce Point has analyzed many struggling companies over the years, and a consistent theme we find is that challenges are often accompanied by reduced transparency and disclosures. We observe that as recently as FY 2022, Saputo has stopped providing at least three key disclosures."