Callouts & quotes from 26,677+ activist slides

"Our examination of state AMG entity filings highlights (1) the involvement of HIMS employees (CEO Dudum, former President Levy, and co-founder Spector) in the Bailey Health entities, (2) the transition from Bailey Health to You Health entities, and (3) the extremely limited number of “owners” who HIMS would represent manage all entity operations (that is, Williams and Powell effectively manage all the current AMGs)."

"I want to say it's pretty high. It's about 25% to 30%. Again, it's not a drug that works right away, so a lot of these patients they're not de novo; they've been on drugs that work much more quickly, some of the SNRIs that we use, some of the amphetamines, things like that. You have to counsel patients. Maybe at two months, you might see a benefit, maybe three months. A lot of patients just don't want to stay on it."

"Generac's recent investor presentation promotes 11 regional partnerships, two of which it promoted by issuing a corporate press release. Boston Solar issued a press release promoting a partnership. Based on our field research, we find only six (6) still sell Generac's products. Even worse, at two of the distributors marked in red below, we find serious concerns being raised about the business ethics of the partner."

"it happens even more with TransMedics...it doesn't have enough blood supply...the reservoir....can be tight or the liver can be under pressure...a portion of the liver can get necrotic before or after transplant...if it happens after transplant, the outcome could be bad...it's reported only in the normothermic machine...I know for sure that happened...I don't know how many times....I know for sure that it happens."

"We find troubling inconsistencies regarding the employee size of TASK's workforce in the 2016 period. Two sources confirm that TASK had between 4,500 and 5,000 employees at the end of 2015. Later, TASK said it hired 5,300 in 2016 to grow to 7,000 employees. However, this would have implied it started with 1,700 employees in 2015, well below the 4,500 – 5,000 claimed earlier. Did TASK experience sizeable turnover?"

"We value REZI as if it were two separate business using the valuation multiple implied by the trading comps on the previous slide. We believe that the businesses should trade at a discount to peers given lingering legacy operational and financial reporting issues, along with growing complexity from recent M&A. We see 25% - 50% downside risk and expect REZI to underperform the technology and home services sectors."

"Practically speaking, we believe it is a stretch to call the new fecal analyzers a new piece of diagnostic equipment. In reality, the veterinary staff are still required to undergo a sample preparation process that must be done correctly to ensure accurate test results, and the equipment is actually just an automated microscope that uses algorithms to scan the slide for pre-determined image evidence of parasites."

"The KOL further pointed to key omissions as a red flag, where data was collected but not reported: "they ran all these behavioral measures and didn't publish any of them...that's odd to me...[patients] have behavioral issues...it's not just hunger...they collected data for that...I know they did...if people are less hungry or less irritable...and having less outbursts...that data would be in there, and it's not.""

"A Global Foundries executive conveyed color “from colleagues that I’ve spoken with” – “their factory floor for finished goods is full...a substantial amount of finished goods inventory that’s either not passing [evaluation by customers] - customers have deferred shipment...but from colleagues who have visited, they said they have literally no space left on their final inspection bays before the inspection ships.”"

"After observing problematic restructuring accounting adjustments and financial presentation methods that we believe artificially boost Adjusted EPS and Free Cash Flow (two of the three key components of management Annual Incentive Plan), we observe that Avery Amended and Restated the Annual Incentive Plan on Jan 1, 2020 to greatly expand language around the clawback provision for fraud or intentional misconduct."

"This is simply not true. This cash would only be available to pay principal on debt and pursue further acquisitions in an imaginary world where this cash had not already been spent on severance, restructuring and other exit costs as well as transaction and integration costs, which left them with only $4.3 million of real free cash flow in 2018 – enough to pay down a whopping 0.13% of the principal on GTT’s debt."

"My Administration would have also sold the government’s common stock in these companies at a huge profit and fully privatized the companies. The idea that the government can steal money from its citizens is socialism and is a travesty brought to you by the Obama/Biden administration. My Administration was denied the time it needed to fix the problem because of the unconstitutional restriction on firing Mel Watt."

"My Administration would have also sold the government’s common stock in these companies at a huge profit and fully privatized the companies. The idea that the government can steal money from its citizens is socialism and is a travesty brought to you by the Obama/Biden administration. My Administration was denied the time it needed to fix the problem because of the unconstitutional restriction on firing Mel Watt."

"In 2019, after merging the Trading & Logistics segment within CAAP - Met, AMR reverted back to allocating freight revenues among segments. Shouldn't the total freight revenue of $363m have been allocated to the new CAAP – Met? Why did 2018 freight revenue decline from $363m to $341m without explanation, but total coal revenues were unchanged? Lastly, how did the new CAPP- Met segment increase revenues by $328m?"

"Documents show Waterpik’s gross margins were 47.7% - 49.1% pre-acquisition, and the CFO said he expected 200 - 300bp gross margin expansion. Fast forward to early 2019, the CFO’s recent comment that gross margins are now “on par” with the company’s gross margin (pre-tariff), indicate that margins have contracted lower in this product line closer to 44% - and this even after price increases announced in Q3 2018!"

"All five methods for estimating the amount by which Lasertec is fraudulently valuing inventory – and therefore earnings, as well as the magnitude of the impairment charge it is trying to avoid – arrive at roughly the same figure, one that is devastating and indicates the degree to which its stock price has been based on an illusion: an inevitable 65-70% write-down of its $1.1B / ¥162B of inventory as of Mar '24"

"All five methods for estimating the amount by which Lasertec is fraudulently valuing inventory – and therefore earnings, as well as the magnitude of the impairment charge it is trying to avoid – arrive at roughly the same figure, one that is devastating and indicates the degree to which its stock price has been based on an illusion: an inevitable 65-70% write-down of its $1.1B / ¥162B of inventory as of Mar ’24"

"To expose the true nature of BlackRock's argument as entirely pretextual, Bluebell Capital Partners has informed BlackRock that it is prepared to withdraw our proposed to amend by-law, subject to the following condition: BlackRock must irrevocably commit to adopting a policy that mandates an independent board chair, effective BlackRock AGM 2025, with the announcement to be made to the market by April 15, 2024."

"To expose the true nature of BlackRock's argument as entirely pretextual, Bluebell Capital Partners has informed BlackRock that it is prepared to withdraw our proposed to amend by-law, subject to the following condition: BlackRock must irrevocably commit to adopting a policy that mandates an independent board chair, effective BlackRock AGM 2025, with the announcement to be made to the market by April 15, 2024."

"You're right...you're definitely right about that...you're definitely right about that...a lot of it's coming from — Soleno definitely has quite an involvement in this...and definitely a lot of it, I'm sure who's supporting the study people being supported by Soleno, they are communicating on the same message...maybe we are being naïve to rely on it...now I'm just — you're making me question a lot of things..."

"The image links to an October 2020 post by the CEO Pater Chapman on “our latest breakthrough.” In strong, unambiguous language declaring “the magnitude of this new quantum computer’s debut,” he states that he is “incredibly excited to unveil” the computer; a “very proud moment” that “signals a big cornerstone in the journey”; “the culmination of two decades of academic research”; and “a vital stepping stone.”"

"Using the Wayback Machine, we get a clearer picture of Nussey’s role at Descartes. He was intimately involved in financial planning, revenue analysis and working closely with the sales and finance organizations. In addition, he was responsible for optimizing the operational performance of the company. Furthermore, as a CA and CPA he should have been familiar with Descartes and its basic accounting principles."

"We are conducting this election contest now during the pendency of the OfficeMax Merger because we strongly believe it is in all shareholders’ best interests to reconstitute the Board with new, highly qualified directors that have the requisite skill-sets and experience to dramatically improve the operations of the business and transform the Company for the future, whether as a stand-alone or merged company."

"AMR has an unusually high freight and handling cost. The reported costs match the reported revenues, which make it appear as if there is no net impact on its financial statements. However, AMR does absorb transportation costs, specifically to move the coal to the ports for the export market. Yet, plenty of its peers also export significant volumes abroad and don't report nearly as high freight costs per ton."

"Spruce Point believes there is significant downside to TASK's share price as the Company is overvalued on both its revenue and EBITDA multiple 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 including substandard disclosures, and evidence of increased financial pressures with its largest customer Facebook."

"The difference between Arconic and PCC has always been one of culture. PCC is relentless at operating the plants effectively and incentivizing its boots on the ground to drive efficiency. PCC is flat, tough, and hungry. Arconic (Alcoa EPS) has been plagued by bureaucracy and a fundamental disregard for the plant workers. That has to change not only for the Company to succeed, but for the Company to survive."

"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 from the sale of Phillips 66’s CPChem stake, European convenience stores, and a portion of its non-operated midstream stakes."

"You should assume that as of the publication date of our reports and research, Muddy Waters Capital LLC (possibly along with or through our members, partners, affiliates, employees, and/or consultants) along with our clients and/or investors and/or their clients and/or investors has a short position in all stocks (and/or options, swaps, and other derivatives related to the stock) and bonds covered herein."

"A former BLI scientist provided extensive color on the Beacon’s instability and reliability issues: “not robust enough to ensure good results”; troubleshooting was difficult; instrument requires an overwhelming amount of training, support, and documentation and customer still couldn’t get it to work; product has too many steps to get it to run properly, requiring handholding by members of BLI’s R&D staff."

"You should assume that as of the publication date of our reports and research, Muddy Waters Capital LLC (possibly along with or through our members, partners, affiliates, employees, and/or consultants) along with our clients and/or investors and/or their clients and/or investors has a short position in all stocks (and/or options, swaps, and other derivatives related to the stock) and bonds covered herein."

"The KLA Xenon works. The Ushio tin source failed. ASML is different. They're using tin and they're using IR laser to ignite it. That's ASML. The KLA technology is published, It uses a frozen Xenon gas with IR laser as the originator. Ushio uses molten tin like ASML, but instead of using IR, they're using discharge electrodes, which is terrible. And the concept of maintaining two propellers creates a mess."

"Beginning in 2004, the Azerbaijani government embarked on the privatization of its interest in Azercel. As detailed below, this was unusually structured and could have been devised to enable the theft of state assets, facilitate illegal and highly suspect payments to entities owned or controlled by the Aliyev family, and provide for an ongoing corrupt revenue source in the form dividends and a put option."

"You should assume that as of the publication date of any report or letter, Muddy Waters, LLC (possibly along with or through our members, partners, affiliates, employees, and/or consultants) along with our clients and/or investors has a short position in the stock (and/or options of the stock) covered herein, and therefore stands to realize significant gains in the event that the price of stock declines."

"The customer concentration is striking when one adds the volumes from a just a few others, whose questionable practices we detail in other sections: UCSD, which we estimate does 100 TransMedics cases; University of Utah, which we suspect will do over 50; and a center run by another Lebanon-trained physician, who told us he’s on track for 50 OCS pumps in 2024; and one in LA using 50 – another 250 devices."

"The fiscal 2019 Cintas EPS used in the incentive plan calculations was $7.60. This EPS figure differs from the Company's reported diluted EPS from continuing operations because it takes into consideration various one-time, extraordinary financial impacts that occurred during the fiscal year, which consisted of acquisition-related integration expenses and a gain on the sale of an equity method investment."

"Most importantly for the near-term future, we believe that Dexcom faces a particularly steep revenue growth cliff of at least ~18 months as the rate of incremental U.S. T1 CGM penetration decelerates, as the Libre 2 competes directly with the G6 at an ~80% discount, and as the Company fails to make traction in the T2 market without a down-market CGM offering until late 2020 / early 2021 at the earliest."

"Spruce Point interviewed a former Stryker / Mako robotics salesperson with over a decade experience in surgical robotics. We learned many startling insights into industry dynamics, notably that Mako has been using “Joint Value” pricing strategies to lower the robot’s upfront cost, but now just cut prices in response Zimmer – it’s second largest competitors – who gives away robots for free to gain share."

"Ironically, AOS is covered by small regional U.S. stock brokers, many which do not have a physical presence in China. Thus, we believe their ability to have on the ground and up-to-date intelligence on the key aspect of AOS’s China business may be limited. It does not appear that analysts have come to grips with the broken nature of the China business, and many hold out hope for 20% upside in the stock."

"Bunge’s historical EV / Revenue multiple averaged 0.35x before the Viterra deal was rumored in May 2023. We believe that the combined Company’s fundamentals have weakened since food consumption trends have changed and Bunge has reported lost market share in certain regions and segments. As a result, we believe Bunge’s new multiple should be structurally lower than its historical trading multiple range."

"Rather than engaging in a multi-year public battle – a process that will inevitably end with representatives chosen by common stock shareholders being elected to the Board at the Company’s contested 2028 annual meeting – we believe it would be far more constructive to work together now, add a shareholder representative immediately, and focus on maximizing the value of the Croatti family's life's work."

"The video itself shows a group of prepubescent girls in fashionable bikinis in a luxury spa. While the 14-seconds clip does not reveal any criminal activity and the connection to Kappy seems mostly inferred from the timing of publication, we find it noteworthy that, as Daniel points out, the location of the scene seems to be identical with Epstein’s masseuse training location at Rixos Antalya, Turkey."

"We find it interesting that Tempus recently updated its image for HUB: One of two of its external facing applications and its clinical application for physicians and other healthcare providers and used primarily in the Genomics product line. In showcasing its “Gen AI” feature, we are alarmed to see that the product incorrectly identifies the patient’s age as 65 when the record shows the age to be 54."

"Despite Heska raving about the Biotech Labs team, we could find only six employees on LinkedIn, and only two of those have a recent, relevant scientific background. When we called the corporate phone number, only six employees are listed in the directory, and that excludes two with LinkedIn profiles claiming current employment. Biotech’s Twitter account has been suspended for violating Twitter Rules."

"Solumbra has been the fastest-growing category of first-pass mechanical thrombectomy techniques, and it is currently the largest. Accordingly, most neurovascular thrombectomies which include aspiration also include stent retrievers, meaning that doctors and purchasing officers may prefer to source from vendors which can supply both high-quality aspiration catheters AND high-quality stent-retrievers."

"Should Dexcom set its CGM sensor + transmitter prices on par with Libre's sensor prices through the next three years without improving its cost efficiencies, the Company may be able to continue to grow its patient base at a steady rate as it participates in the T2 market , but growth would be slowed to a ~3% CAGR over the next five years, with annual growth shrinking by the year as prices fall back."

"CEO Cole has put none of his own money into this venture and was willing to sell stock at $0.10.(1) In addition, his employment agreement gives him a special bonus for raising capital without a broker and M&A deals.(2) Aren't these traditional responsibilities of a CEO? More importantly, there are no timeline stipulations upon which he should be held accountable for delivering results to investors."

"You should assume that as of the publication date of our reports and research, Muddy Waters, LLC (possibly along with or through our members, partners, affiliates, employees, and/or consultants) along with our clients and/or investors and/or their clients and/or investors has a short position in all stocks (and/or options, swaps, and other derivatives related to the stock) and bonds covered herein."

"Assuming Samsara’s LTV:CAC was 9x before declining to 7x in FY2023, we estimate that: (1) Samsara’s churn has nearly doubled since FY2020, (2) Its current quarterly churn of nearly 8% is relatively unattractive, (3) Samsara’s YoY growth in new ARR added has slowed to historic lows, and (4) the Company’s churned ARR relative to new ARR has increased dramatically, from 14% in FY2020 to 46% in FY2023."

"We do not have sufficient, qualified personnel to prepare and review complex technical accounting issues and effectively design and implement systems and processes that allow for the timely production of accurate financial information in accordance with internal financial reporting timelines to support the current size and complexity (e.g., acquisitions, divestitures and financings) of the Company."

"they are very high pressure...they just want somebody to use it so that they get paid...so, they start making their calls...they're going down their own Rolodex of their paying customers. If my mom is listed at a transplant center down the road, she doesn't get a call. Patients are being skipped routinely and often. The calls are only going to the centers that are willing to pay for these machines."

"2U was founded in 2008. In over a decade since its founding, there is no evidence it has built a business of any value. Cumulative free cash flow since reporting in 2011 amounts to a loss of $225m. Over the same time periods, insiders have stashed in their piggy banks $148m from stock sales. Who is laughing to the bank? Now ask yourself, does 2U look like a vehicle to enrich insiders or investors?"

"Unlocking McGraw-Hill’s long-term conglomerate discount would result in ~$11 of value; Eliminating McGraw-Hill’s corporate cost structure would contribute ~$6 of value; Execution of McGraw-Hill’s authorized buyback would create $3.50 of immediate value; Bridging the remaining margin gap with McGraw-Hill’s peers (gap after collapsing the corporate structure) would create an additional ~$4 of value."

"Competitors are fast playing catch-up to Stryker. J&J and Globus Medical are in the process of commercializing their new robotics systems this year. Smith & Nephew is highlighting key points of differentiation. Meanwhile, Zimmer which entered the market in 2017, already has 600 units in the field. Compare this with Stryker's 1,500 units which took 18 years since Mako Surgical's founding in 2004."

"If a superior transaction at fair value is not available within a short and defined time-frame, then we urge the Board to pursue our Value Optimisation Plan, which is designed to unlock: (a) Capricorn's intrinsic value of 315 pence per share in the near term; and (b) a further 85 pence per share over the medium term resulting in total value of up to 400 pence per share for Capricorn shareholders"

"With one of the major bottlenecks preventing more widespread in-house 3D printing demand now gone with the expiration of key Align patents and the development of new software, Spruce Point believes that the cost savings and workflow efficiency offered by in-house printing will trigger a new wave of demand for 3D printers among orthodontists, posing a significant threat to Align's case volumes."

"A reversal of impairment for tax credits aided net income in 2014 and 2015, yet was not adjusted for in the adjusted net income reconciliation. In 2017, the exact opposite occurred, and Globant recorded a loss of $1.6M related to the recognition of the allowance for impairment of tax credits. In this instance, Globant treated this item as an adjustment and added it back to adjusted net income."

"MSCI pays fees to Royalty Pharma plc (NYSE: RPRX) for advice on science-based thematic ETFs while Morgan Stanley is a top shareholder of RPRX, CEO Fernandez is on RPRX's Board, and Fernandez's son is employed at RPRX. Morgan Stanley was also a lead underwriter in Royalty Pharma's IPO. These factors add to our concern about nepotism-like dealing between MSCI and Morgan Stanley related entities."

"Spruce Point is concerned that management is sacrificing liquidity for faster top-line growth – growth which is not reflective of improving fundamentals, but which we believe is simply attributable to (1) a shift in how management accounts for operating leasebacks and (2) a rapid re-adoption of operating-type sale/leaseback agreements which are now being recognized as revenue in full up front."

"Lasertec’s actinic EUV tool is so defective and unreliable that TSMC, Intel, and Samsung have all quietly substituted non-EUV alternatives for inspecting EUV masks, improvising with KLA’s legacy Teron DUV tool plus electron beam inspection - indicating that actinic EUV is useful if and when it works but is not essential and certainly not a “monopoly” that justifies Lasertec’s absurd valuation."

"In its most watered down sense perhaps everyone has restructuring experience (and John Hess more than most), but when taken as a meaningful mark of having effectively turned around an organization, not one of John Hess’s Nominees have experience on par with what Karl Kurz helped accomplish at Anadarko, David McManus helped execute at Pioneer, or what Harvey Golub achieved at American Express."