Callouts & quotes from 662+ activist slides

"We estimate that Zillow's Adj. EBITDA growth since 2017 is comprised entirely of stock-based compensation. Zillow adds back stock-based compensation to Adj. EBITDA as a non-cash cost but uses cash to repurchase stock from dilution."

"Management plans to use all free cash flow after dividends to repurchase stock and will increase leverage to 1.8x Lease Adjusted Net Debt / EBITDAR from 1.6x. We estimate share repurchases will be ~$10bn to $13bn from 2012 to 2015"

"HGV's EBITDA growth is severely reduced by Diamond's slower growth business. HGV is forecasting 16% EBITDA growth on a standalone basis annually between 2022 and 2025 while Diamond standalone is only forecasted to grow 4% annually"

"Spruce Point believes GFL obscures what it is paying for “platform” deals because it has substantially overpaid. Instead, it points investors in its IPO document to an “average adjusted” EBITDA multiple of 7.0x for over 100 deals"

"Holding the HDD motor segment valuation constant at JPY 555 billion and taking into account Nidec's remaining ex-HDD EBITDA of JPY 111 billion, Nidec's ex-HDD implied valuation is 21.5x EV/EBITDA – very close to that of Facebook."

"The quickest way to increase the value of Yahoo's shares is to do what should have been done 4 years ago and dramatically reduce the headcount and costs of the company to something sustainable matching current revenues and EBITDA"

"We observe that the 2018 annual changes in the operating assets and liabilities of Aerojet netted to exactly zero. This supports our view that Adjusted EBITDAP and EPS growth are low quality and enhanced by aggressive accounting."

"Minimal correlation between tower multiples and interest rates over the last 10 years (correlation which exists is actually positive); towers traded at 20x - 24x EBITDA with interest rates over 200bps higher than today's levels"

"EBITDA add-backs. Very aggressive; includes uncapped pro forma cost savings, synergies and operating expense reductions resulting from transactions and expected to be taken within 18 months, determined in good faith by Parent."

"At a $36 share price (adjusting for ~$4 of equity value ascribed to the NWC at the Mall and International Stores), Borders would trade at 7x '08E EBITDA, 7.5x '08E EBITDAR and approximately 11x '08E Maintenance Free Cash Flow"

"As Phillips 66’s refining EBITDA eroded due to poor operating performance, the refining weight in its synthetic peer group dropped, masking the impact of Phillips’ underperformance against its core peers, Marathon and Valero"

"As Phillips 66's refining EBITDA eroded due to poor operating performance, the refining weight in its synthetic peer group dropped, masking the impact of Phillips' underperformance against its core peers, Marathon and Valero"

"To keep perpetuating its growth story, USCR is growing more and more dependent on larger acquisitions and leverage to fuel its growth. What’s scary is that its current Net Debt / Adj EBITDA of 3.8x exceeds pre-crisis levels."

"L&B believes that a separation of the SIX real estate could drive 50% upside to the shares today and over 100% upside is possible in the next 18 months as operational performance improves and EBITDA sees significant growth"

"Spruce Point believes Evoqua concocted a highly unusual earnout structure whereby it assessed a high probability that Mar Cor would fail to hit its sales targets, thereby manufacturing almost $5 million of EBITDA benefits."

"Even if we look at Segment EBITDA margins which adds back disclosed depreciation and amortization costs, we find that segment margins have fallen from 2020 and did not improve much with the contribution of Itiviti in 2022."

"We believe PBH’s disclosure of post-synergy multiples distorts the true purchase price of its acquisitions. By not disclosing its target’s EBITDA or pre-synergy multiple, PBH is able to justify overpaying for acquisitions."

"Spruce Point has difficulty believing Generac's reasons for why Domestic EBITDA margins keep falling. First off, it keeps citing commodity input costs, yet this same factor is never mentioned in the International segment."

"We cannot find any record of Saputo providing EBITDA figures for Argentina. However, we can now estimate Argentina's margins with the insights from Saputo's obscured Australian financial filings through a numbered entity."

"Marathon’s stated profitability metrics: Compare across different geographies; Do not back out ~$1.3 billion of MLP-qualifying EBITDA in R&M segment today; Do not adjust for RINs expenses avoided from Speedway ownership."

"Despite our belief that Danimer’s selected peer group is not a strong representation of its business, Danimer trades at substantially higher multiples that its self-selected peers on a projected revenue and EBITDA basis."

"While we believe there are substantial cost savings opportunities at GRP, the Company could produce a dramatic increase in free cash flow simply by increasing the utilization even in the absence of EBITDA/MT improvement"

"As PBH has grown through larger acquisitions, the Company has been paying higher multiples for businesses with lower margins. PBH currently trades at a premium to the average EBITDA multiple of its acquisition targets."

"Even as management has spent nearly $1B on acquisitions since FY15, revenue, Adj. EBITDA, operating cash flow, and free cash flow have remained largely flat, while free cash flow per share is down over the same period."

"Once investors better understand the value proposition that Vets First Corp will bring to vet clinics in the U.S., investors will have a clearer understanding of the +$2.0B EBITDA U.S. long-term potential opportunity."

"The market believes in UEC's ability to significantly ramp its production and uranium sales to deliver rapid revenue and EBITDA growth. We believe expectations are simply too high and the valuation premium is extreme."

"If these businesses were valued at Avantor's global multiple (approximately 10x EBITDA) as opposed to their acquisition multiples of around 28x EBITDA, this implies that over $2.4 billion of value has been destroyed."

"Tenon EBITDA running at low cycle of USD8m vs peak of USD20m. Margin improvement potential from restructuring, new products launch, new geographies and housing market recovery could drive an EBITDA pick-up to USD23m."

"At a market multiple of 6x post-royalty EBITDA per Company store, we believe BWLD could release over $1.4 billion of after-tax proceeds from its existing store base, representing ~52% of BWLD's current market value."

"Spruce Point believes investors should place little, if any, confidence in these metrics as Adjusted EBITDA is not an accurate representation of Sunnova's business and CCV relies heavily on management's assumptions."

"For 2025, 10.71% of Raging River’s projected $287.3 million of EBITDA (i.e. $30.7 million) represents the Betway Cares Foundation’s minority stake and we believe is therefore not attributable to SGHC’s group EBITDA."

"Importantly, with 22% of Target’s existing EBITDA representing the ground lease rents available to TIP REIT, the separation of TIP REIT would allow for significant shareholder value creation for Target shareholders"

"Genius currently trades at a premium to peers on a sales and EBITDA multiple basis while generating significantly lower margins than peers and below average projected revenue growth to online gaming and B2B peers."

"The Board wants to highlight the general uncertainty or the risks around the funding environment to scare shareholders. But if that's the case, why is Veritas comfortable levering the business to around 7x EBITDA?"

"Loss of Diageo + failure to grow branded spirits will result in investors realizing that MGPI is nothing more than a commodity ingredient producer which should be valued at a 14x-16x P/E and 8x-9x EBITDA multiple"

"Spruce Point finds it interesting the Conroy left Claire's during a period it received multiple comment letters from the SEC questioning its financial reporting practices around store-level economics and EBITDA."

"Plc accounts for 77% of Rio's shareholder base but generates <20% of group EBITDA, meaning Ltd is required to support Plc by transferring cash and profit reserves to Plc to fund distributions to Plc shareholders"

"Yahoo's termination of past partnerships in the next few months (TIPLA Deal, Sales of Patents, and other IP asset Sales) will bring its adjusted EBITDA back to reality this year – with virtually no profits left."

"The Board set a 2015 Adj. EBITDA target for management LOWER than the Company’s 2014 Actual EBITDA despite management telling shareholders that the Company was “on track” to soundly beat its $2.0 billion target"

"Amcor's projected synergies as a percentage of pro forma sales and EBITDA are the highest relative to recent paper and packaging transactions over $1 billion, and significantly higher than the peer set average."

"In plain English, HMA management could have missed EBITDA guidance by 9%—and EPS guidance by 26%—and they still would have delivered on 100% of the internal Board and Management plan for incentive compensation"

"Ancora agrees with RBA’s estimates that revenue synergy opportunities can yield $250 to $780 million of EBITDA – and sees additional opportunities for the combined company to gain market share and drive value"

"D&D is currently trading at a significant discount to its peers, based on FY2024 consensus EBITDA estimates. Illustratively, at the peer median of 19.2x EV / FY2024 EBITDA, D&D would trade at $71.54 per share"

"From local filings, we see that its EBITDA margin has fallen sharply over the past three years from 7.8% to 3.9% (Adj EBITDA from 8.2% to 6.0%), while operating cash flow amounted to just A$3 million in 2022."

"Management has historically been compensated on higher EBITDAP figures than reported to investors, and the proxy statement doesn't provide detailed calculations allowing investors to reconcile the difference."

"The fair value of the Company-owned retail stores nearly equates to Goodyear’s market cap and monetizing the stores at a ~13x EBITDA multiple (public peer average) would drive $4+ per share of value creation"

"GFL restated its Adjusted EBITDA a second time in Q2 2020 to make the USA Waste segment's margins look much better by +2.1% (210bps). The boost came from allocating more costs to the “Corporate” or account."

"Phillips 66 is far from achieving its 2025 mid-cycle EBITDA target, with analysts' 2026 estimates signaling a major shortfall – despite consensus forecasts assuming a reasonable mid-cycle price environment."

"Wells Fargo presents a non-GAAP operating income figure that has already added back SBC and amortization expense. They then add back over $600 million of amortization expense a second time to derive EBITDA."

"Bob Evans trades at a multiple of EBITDA even lower than that of many restaurant companies, with strikingly little value consideration for its growing and highly-profitable BEF Foods packaged foods business"

"~400 bps of improvement in MDLZ margins, bringing them in-line with diversified food peers (but well below snacks peers), would yield ~$1.4bn in incremental EBITDA (potentially worth ~$16bn to shareholders)"

"We believe management is playing fast and loose with booking adjustments to EBITDA. Reviewing the footnotes reveals that several of the adjustments are related to the recurring operations of the business."

"If we illustratively assume TheFork is sold at 5x CY26E revenue, similar to peer transactions, it would imply Tripadvisor trades at just ~4.5x EBITDA on a pro forma basis, an even larger discount to peers"

"If we illustratively assume TheFork is sold at 5x CY26E revenue, similar to peer transactions, it would imply Tripadvisor trades at just ~4.5x EBITDA on a pro forma basis, an even larger discount to peers"

"Based on our research we believe there is an opportunity for Tessera to deliver double-digit revenue growth, achieve best-in-class EBITDA margins of 60-70%, and create significant value for shareholders."

"We’ve reviewed comparable acquisitions in the uniform rental and services space. Transaction multiples suggest businesses in this sector should be valued at approximately 1.8x and 9.5x sales and EBITDA."

"Kornit's valuation is rich for a commodity-type digital printing company, and analysts are overly optimistic that it can sustain 20%+ revenue growth while expanding EBITDA margins from 7.6% to 17.8%."

"In the proposed transaction, Wendy’s, which currently has a market cap of $2.45bn and is currently trading at 8.9x ’08E EBITDA, is buying Triarc at 7.4x EBITDA for ~$600mm in an all-stock transaction"

"AOL's EBITDA growth ranked lowest among its peers and free cash flow growth was near the lowest quartile, while its CEO and CFO bonus payouts ranked in the 83rd and 96th percentile compared to peers."

"We estimate that the company will fall short of 2022E revenue and EBITDA by 35%, while we estimate that Levered Free Cash Flow in 2022E will be $74.3 million, or 80% lower than what forecasts imply."