Callouts & quotes from 26,677+ activist slides

"The average OECD country is spending 27% less per student than the U.S. does on public education institutions. Countries like Brazil and Colombia, two of the largest markets in Latin America, are spending less than a third of what the U.S. does on a per student basis."

"PowerSchool's allowance for doubtful accounts as a percentage of accounts receivable was the second highest observed over the last ten quarters. This is an indication that PowerSchool is either booking low quality revenue and/or customer quality in general may be low."

"Spruce Point believes that - while, to date, most offices have announced closures only through April or May - Align is put at particular risk by the ongoing pandemic, and that investors have not yet properly taken the associated near-to-medium term risks into account."

"Significant change is needed in DND’s boardroom today. The Engine Slate offers directors who possess superior skillsets and a plan to turn around the Company, effectively guide and oversee management, and restore trust with DND’s employees, customers and shareholders."

"Spruce Point believes Sunrun's inclusion of financing companies in its peer set is appropriate to represent the financing and leasing aspect of Sunrun's diversified solar business. We believe these peers are more relevant for Sunnova's pure financing/leasing business."

"With student acquisition costs Increasing (i.e. marketing cost) and a realization amongst investors that “the install base” needs to be replenished every 2 years (i.e. students graduate out of the programs), a mid-range peer multiple of 5.0x to 7.0X revenues is likely"

"Norfolk Southern's reactionary hire of Mr. Orr "comes at a high near-term cost and very high potential long-term cost to the company for an operational leader that could prove short-lived beyond May 9's shareholder meeting when the Ancora proxy fight comes to a head.""

"With any potential inorganic growth offset by measured organic contraction, we estimate that top-line growth will be flat through FY 2020, and see normalized earnings 27% less than consensus due to our three key adjustments (POC, Software Development Costs and Taxes)."

"We previously raised concerns about a general decline in the financial transparency of Saputo at the corporate level. In addition, we see a further decline of reporting transparency in Australia, where Saputo no longer provides revenue details by product or geography."

"We believe that Mr. Yanker’s significant managerial and operational expertise gained from his extensive experience advising and consulting for senior management teams, together with his public board experience, well qualifies him to serve as a director of the Company."

"Value Proposition: Through Mr. Peltz's 40 years of experience in investing, turning around and building companies, he has developed strong operating experience and strategic planning skills that will benefit DuPont's operational initiatives and its long-term strategy."

"Warning: Although CHD runs its equity income through the income statement below the line as non-operating, and claims not to control it, but in 2005, started attributing more of its cash from operations as coming from these entities. So then why isn’t it consolidated?"

"Despite the significantly higher fees of FleetCor’s “Clean Advantage” scheme vs. WEX’s program and the contractual obligation of FleetCor to make their customers carbon neutral, the greatest accomplishment promoted on Clean Advantage’s website is planting 5,000 trees."

"After years of Phillips 66’s (NYSE: PSX) stock underperformance and operational missteps, the investor community is fed up with its strategy and leadership – even as it gives high marks to the Company’s collection of strong assets and enviable competitive positioning."

"total addressable market is pitifully small, limited to somewhere between 10 to 50 of the largest biotech/pharma companies; not viable for mid-tier biotech's; opportunity is already saturated within large pharma as most have already bought some machines to try it out."

"Spruce Point believes it's a classic red flag and sign of financial strain when GAAP figures become increasingly divergent from the "Non-GAAP Adjusted" figures highlighted by management. We observe that Stryker's EBIT adjustments are now almost 70% of its GAAP figure."

"We believe investors should not discount PGNY's private company competitors, as they have material scale, comparable (if not superior) business momentum, and financial backing from leading investors (including a leading PGNY client in the case of Kindbody and Google)."

"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"

"Jeffrey C. Smith, being sworn, states under oath: I executed the foregoing letter, and the information and facts stated therein regarding Starboard Value LP's status as a beneficial owner of Box, Inc. and the purpose of this demand for inspection are true and correct."

"We question Christine Sacco’s attention to detail and oversight of Prestige Brand’s financial statements and controls. PBH lists Ms. Sacco as a CPA despite her license being “inactive.” This inconsistency looks to show a lack of attention to detail by PBH and its CFO."

"Analyzing Google Trends data over the past three years shows the interest in PBH’s brands are flat. Limited demand combined with limited opportunity for pricing power will result in sluggish revenue growth going forward and hinder PBH’s ability to achieve its targets."

"Amcor trades in excess of its long-term forward EV/EBITDA and in-line with its forward EV/Sales multiple. In the context of evidence that both Amcor and Bemis are experiencing declining revenues, we believe Amcor should trade at a multiple below its long-term average."

"As stated, there are numerous disposable fecal analysis tests that can be performed in-clinic for certain applications. These tests, supplied by competitors IDEXX, Zoetis and BioNote and not by Heska, are inexpensive, sufficiently accurate, and relatively easy to use."

"Ströer's year-end cash flow statements wrongly show that Ströer had no borrowings during the year. In fact, Ströer draws down tens of millions euro on its credit facility each of the first three quarters of the year, which it then repays before the end of the quarter."

"He alleged that TransMedics improperly credentialed them as procurement technicians in collusion with the local OPO - New England Donor Services, run by a controversial CEO and the subject of various investigative pieces, and who we heard is close to TransMedics' CEO."

"It was a huge red flag...quite a lot of these prescriptions were junk...they were just bullshit...I mean, they were for the wrong indication...not even narcolepsy, not even cataplexy...they were like for sleeping disorders – a sleeping disorder is not narcolepsy, ok?."

"In practice, this requires demonstrating that the company's executive leadership - the natural and legal persons acting as its organ or representative (eg. Bazin) - personally committed the underlying offence while acting in the name or for the benefit of the company."

"The volume of Holon tools being ordered by Lasertec's EUV customers illustrate the failure of its flagship product: "I'm not quite sure... they have succeeded in phasing in Lasertec tools...they are still ordering considerable quantities of Holon inspection machines.""

"Believes Company Announcement to De-Stagger Board Two Days Before Annual Meeting and 10 Years after More than 85 percent of Common Shareholders Voted for this Measure is Too Little Too Late and Fails to Address Deeply Imbedded Issues with Taubman Governance Structure."

"We were able to opportunistically accumulate our position in Agilent at an attractive valuation, an average cost of $76.58 per share, due to share price underperformance caused by a temporary slowdown in instrument sales that has already shown early signs of recovery"

"Approximately 35% of existing future operating lease expenses through 2022 are through its related-party agreement with DriveTime. As the share of third-party leases increases, opportunities for cost-sharing, or for understating costs through DriveTime, will decline."

"The idea that urologists are going to bypass both drugs and minimally invasive procedures and move directly to resective surgery is not supported by academic literature, AUA practice guidelines, or current practice based on our conversations with numerous urologists."

"We believe the market ascribes a premium multiple to MPWR based on faulty assumptions about it business; notably, that it has takeout potential, and a defensible, low cost business model that is durable enough to withstand cyclical economic and competitive pressures."

"Consolidated multiples are misleading due to large minority interests in much higher-multiple MLPs. Blending MPLX and MPC valuations together obscures MPC’s dramatic undervaluation. Marathon’s accounting treatment of turnaround costs further hides its undervaluation."

"Given the enormous difference in our results, we believe the simplest explanation for JLL’s valuation findings is that three of the six comparable properties were cherry-picked, with several smaller, higher valued properties employed to push up the average value/sqm."

"After years of Phillips 66's (NYSE: PS) stock underperformance and operational missteps, the investor community is fed up with its strategy and leadership - even as it gives high marks to the Company's collection of strong assets and enviable competitive positioning."

"Following several years of missed targets, [Hess] has refrained from offering production guidance much beyond the current year. Whilst this plays to its benefit by avoiding the risk of over promising / under delivery, it also clouds the outlook over the coming years."

"Spruce Point takes issue with Oatly’s first slide of its June 2021 Investor Presentation. The analysis is based on a 2013 study (updated in 2016) which doesn’t include its recent expansion into the U.S. and Asia, which we believe has been poorly planned and executed."

"As GAAP gross margins have declined, the Company's poor financial performance is shown by its negative operating and net margins. However, the Company's non-GAAP adjustments create the illusion of Sunnova being a profitable business with high Adjusted EBITDA margins."

"Excluding Mr. Shoiry’s ownership, the remainder of the Board owns just 0.05%. We believe the announcement that Mr. Shoiry is retiring from the Board is a step in the right direction. However, we believe the timing is very suspicious considering our report’s findings."

"While the revenue came in the quarter was strong, the overall performance of the sales organization and specifically new sales activity in the second quarter was unacceptable. The management team and I have spent the past month restructuring the global sales function"

"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."

"We have grave concerns about its continuing brand equity given its business relationship with Movers+Shakers, a marketing firm with ties to the notorious NXIVM cult and with its “joy” messaging that appears to be eerily similar to the cult’s Science of Joy teachings."

"Women make up 67% of ELF’s Board, 56% of senior leadership and almost 80% of all employees. Therefore, we believe its brand equity and success is highly sensitive to the perception that it supports organizations with positive connections to women’s health and rights."

"We observe that Axon just reported its worst Q1 cash burn in its public history. Management is claiming this is due to the Taser 7 ramp, and trade-in credit terms. However, we believe there are other factors at work that will cause cash flow to remain under pressure."

"Intuit has reclassified hundreds of millions of dollars of segment operating expenses to the corporate level, which, absent more details about the changes, leads us to believe Intuit could be obfuscating the true labor costs related to its growing "expert" platforms."

"By now, most public companies have adopted ASU 2016-02 to recognize leases on the balance sheet. However, Porch still has not adopted this guidance, and as a result, its financial statements are not comparable on an apples-to-apples basis with other public companies."

"Spruce Point believes BR's real serviceable addressable market may actually be lower than the $5 billion that Broadridge promotes because it includes financial institutions' in-house solutions which are likely to be sticky, entrenched and difficult for BR to replace."

"We believe a resurgence of door-to-door pest control sales models has also been chipping away at Rollins’ ability to source new customers. In fact, as we’ll discuss later in the report, Rollins recently acquired Fox Pest Control, a large door-to-door sales operation."

"After years of Phillips 66’s (NYSE: PS) stock underperformance and operational missteps, the investor community is fed up with its strategy and leadership – even as it gives high marks to the Company’s collection of strong assets and enviable competitive positioning."

"Based on the assumptions provided and using the mid-point of the valuation analysis, this Transaction would result in total combined value of $70 per share for Target shareholders (74% premium to the 20-day average trading price) and $83 per share twelve months later"

"Aside from the overall amount of revenue and deferred revenue being implausible - we estimate $6.3MM of deferred revenue per Allonnia employee - the timing of when Ginkgo booked these amounts from Allonnia strains credibility and suggests they are clearly fictitious."

"We believe this is truly a unique opportunity to unlock significant value in Hyundai Motor Group by taking the necessary steps to realign its equity value with the top-class business that the Founding Family and the leadership of the Group have built over the decades"

"Investors should be attuned to Aerojet’s large revenue miss in Q4’18 that disappointed investors by nearly 15%. Given our fundamental review of its program and revenue opportunities, we believe this is just the beginning of the revenue disappointment story unfolding."

"KOL's and executives in the SCS space listed various high volume Nevro implanters by name and described them as "their whore for California," "a guy who takes money," "borderline unethical what they do," doctors you could "blow the whistle on," or as "coin-operated.""

"Spruce Point questions whether this represents Zillow's ability to influence pricing due to its market dominance or because the Company needs to squeeze out more dollars because its Flex partners are not converting at the rate Zillow needs to make this strategy work?"

"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."

"The OPO executive alleged that the CEO’s sister Amira Hassanein, who runs the failed lung program, is as “confrontational” as other executives in badgering and coercing surgeons to accept and transplant organs they have already rejected as dangerous to their patient."

"However, if Sony Technologies can execute on the growth trajectory laid out at Sony’s 2019 IR Day, we see the potential for the company to: Grow revenue by >50%; Grow operating profit by >100%; Compound value at ~15% annually, and achieve a $35bn valuation in 5 years"

"The problem is that these supra-therapeutic doses were only SINGLE-DOSE and would not cover the steady-state peak plasma concentrations which are 2.3 times higher what they would be after a single dose, given pitolisant’s half-life and the implied accumulation ratio."