Callouts & quotes from 26,677+ activist slides

"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."

"Hence, a fraudster is trapped by double-entry bookkeeping and the interdependence between the income statement, balance sheet, and cash flow statement – they cannot overstate profits on the income statement without also overstating assets or understating liabilities."

"Generac stopped providing quarterly disclosure of its allowance for bad debts. We find it suspicious that there was no increase in the allowance throughout 2021, even after it made various small and speculative acquisitions exposing it to more residential customers."

"While ABML seeks, and investors’ hope, an uplisting to a major stock exchange is a catalyst for the shares, it remains to be seen how the exchange listing committee, or ESG investors for that matter, will view a key management team member’s involvement in a brothel."

"There is enormous shareholder overlap among the top five REITs in the IYR. On average, the same 25 holders own ~60% of the top five REITs, yet they currently own less than 1% of GGP. In order to obtain similar ownership of PF GGP, they must buy 60% or $9bn of PF GGP"

"BLK voting actions imply that it is in the best interest of their clients for a company to not pursue compensation for damages against former executives sentenced to jail (at the time of voting, on first degree judgement) for false accounting and market manipulation"

"From vehicle R&D to commercial production takes around 5 years. From demonstration to commercial production will take around 2 years. There will only be two commercial producers of hydrogen fuel cell vehicles in China in 2018 and we expect at most another 2 in 2019."

"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."

"Southwest’s rigid commitment to an approach developed decades ago has inhibited its ability to compete in the modern airline industry; this ethos pervades the entire business with outdated software, a dated monetization strategy and antiquated operational processes."

"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."

"We recommend the establishment of a Finance & Strategy Committee of the Board (that includes Nelson and/or Jay) to create a dedicated subset of Directors focused on long-term strategy and the key strategic questions facing Disney, including those we have highlighted"

"MSCI's leverage ratio keeps rising and is at a decade high which significantly increases the risk to equity holders. At the current time, we believe it is a recipe for disaster that leverage is rising while client Retention Rate falls and competitive risks increase."

""Just So Happens" Mettler increased its EUR/CHF hedge for the first time ever ahead of the unexpected Swiss Franc revaluation. Thereafter, an audit committee member resigned, borrowing increased, and Mettler's EPS and guidance beat the Street on subsequent quarters."

"Our analysis suggests that a sale to one of the many well-capitalized buyers likely to engage in a process would deliver a meaningful premium relative to where Forward Air's shares have traded over the last 12 months, while eliminating further risk for shareholders."

"Elliott Investment Management L.P., together with the other participants in Elliott's proxy solicitation (collectively, "Elliott"), has filed a definitive proxy statement and accompanying GOLD universal proxy card with the Securities and Exchange Commission ("SEC")."

"Upon a close review of the text of the provided acquisition timeline, Spruce Point concludes that, per the deal proxy, it appears that neither the (2) "Preliminary Alternate Plan" nor the (4) "Illustrative Guidance" was ever provided directly to potential acquirers."

"BLK voting actions imply that it is in the best interest of their clients for a company to not pursue compensation for damages against former executives sentenced to jail (at the time of voting, on first degree judgement) for false accounting and market manipulation"

"For the first time in many years, Rollins referenced that termite damage claims have declined. Yet, it has said that revenues have gone up. However, this revenue source could be at risk if consumers perceive that termite protection services are not worth purchasing."

"You should assume that as of the publication date of our reports and research, Bonitas (possibly along with or through our members, partners, affiliates, employees, and/or consultants) along with our clients and/or investors has an investment position in all stocks."

"Weis is also dodgy when giving disclosures about its operating costs drivers. In Oct 2015, after questioning by the SEC, it agreed to provide more cost disclosures. (1) Fast forward two years later, and Weis is back to its practice of giving minimal cost disclosure."

"Bunge claims its credit has improved and increased the factor to 70% from 50% (slide 26). We disagree with this assessment. We apply the same 40% factor used by ADM. Bunge reported "misclassifications" of RMI in the 10-K which undermines confidence in its reporting."

"From the Company’s stock price reaction since our public involvement in September 2021, it seems clear to us that stockholders not only agree, but also recognize the value that is trapped within this Company, and likewise demand significantly greater accountability."

"By adjusting MGPI's balance sheet to remove the effect of long-term whiskey holdings, and include off-balance sheet purchase order commitments, we observe that its liquidity (as measured by its current ratio) to be significantly worse than it appears on the surface."

"We recommend the establishment of a Finance & Strategy Committee of the Board (that includes Nelson and/or Jay) to create a dedicated subset of Directors focused on long-term strategy and the key strategic questions facing Disney, including those we have highlighted"

"We find that ~50% the value in the transactions we examined is suspect—whether apparently siphoned money or assets; dealings with undisclosed related parties; three-card-monte style movements of assets, liabilities, and entities; or inconsistent financial reporting."

"I'm more concerned about the edema than the hyperglycemia...it's easier to monitor for the hyperglycemia than for the edema...that's been a question I've asked them: how do they clinically evaluate for edema if you're not going to be seeing the patient all the time?"

"While management has recently been increased their PR and investor relations efforts around the upside from Lightspeed Payments launched around the IPO, this is not its first foray into payments. Lightspeed introduced a payment offering in 2014. What happened to it?"

"All three were intimately familiar with pitolisant and criticized it for having the same fatal flaws, based on their analysis or testing, and characterized it as an old, simple, and inferior compound compared to the molecules they developed - and which still failed."

"We speculate whether Harmony may have misled the FDA, given the rampant statistical tricks across its papers and trials – using a 40mg dose to determine the plasma level in normal metabolizers, but only a 17.8mg dose in the three patients who were poor metabolizers."

"However, he stated insurance has recently become onerous to the point it’s turning off prescribers: “it’s been harder...I’ve been writing more letters and appeals...pain in the ass to prescribe”; “the fellows...say...it’s just so much easier to prescribe modafinil.”"

"From Company disclosures regarding the sales histories and pro-forma revenue contributions of recently-acquired businesses, our analysis suggests that Hill-Rom’s acquisitions consistently show top-line contraction immediately following their acquisition by Hill-Rom."

"While YT appears to have started to hide assets in Blitz in 2017 (two years before declaring bankruptcy), we have found that this money started to flow back into FFAI in April 2019 through a note purchase agreement with Blitz and other employees and relatives of YT."

"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.”"

"We believe Agilent's current valuation represents a discount to intrinsic value and does not fully reflect the company's high-quality business model, increasing mix of recurring revenue, strong long-term growth potential and significant margin expansion opportunity"

"Both parties have uncompromisingly held fast to their views on the pricing and production capability. This is because it concerns the figures reported by the listed company regarding its assessment of its fixed assets and their figures on its operation performance."

"Spruce Point rarely sees companies modify their initial clawback policy. However, Generac expanded the policy recently in March 2022 to cover management “gross negligence” or “misconduct resulting in violation of law or company policy” that causes harm to the firm."

"In many cases, Carvana has delivered vehicles in dangerously poor condition, and has hidden the fact that a vehicle has been in an accident. Note that, depending on the state, failing to disclose that a used vehicle has been in an accident constitutes dealer fraud."

"Given that it buys loans with an average FICO score of 680, the remaining loans purchased by the other buyer must have an average FICO score of ~550 - and, for Carvana to report loan sales at 104 par, the buyer must be paying more than Ally pays for superior loans!"

"Based on our own detailed analysis, we firmly believe that Capricorn's standalone value is at least 330 pence per share – representing a 50% upside to the current share price and implying that the Proposed Merger represents a value give-away of over US$500 million."

"Portfolio construction should always begin with an evaluation of the company’s core strengths. If an asset doesn’t play to a strength, it shouldn’t be there. If an asset is not material with respect to NAV or doesn’t have the potential to be, it shouldn’t be there."

"There are even more troubling indications that suggest its software fails to flag even the most basic of irreconcilable inputs. There is an order summary for a male under a female profile and an entry that says samples were received before they were even collected."

"While BOOT is struggling, it splurged on a brand new 116,000 square feet corporate headquarters which is 37% bigger that its existing space. Spruce Point believes that BOOT should be doing more with less and not expanding SG&A while it posts poor financial results."

"The ultimate historical record is clear: Dr. Kleinfeld publicly opposed and prevented the consummation of the Separation for years and every dollar of value-creation which may result therefrom constitutes a damning further indictment of his leadership and judgment."

"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience - including at companies in the refining sector - would make him a valuable addition to the Phillips Board."

"Zebra doesn't disclose where its capex is being directed, but we have some insights by looking at the PP&E accounts. We are concerned that ZBRA's capex spending is significantly more focused on machinery, buildings and leaseholds rather than computers and software."

"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience – including at companies in the refining sector – would make him a valuable addition to the Phillips Board."

"In any case, today I am going to present another short of a midsized financial institution most of you haven't heard of, with serious problems including losses it hasn't accounted for, that has created its own proprietary grading system which helps hide the losses."

"Enthusiasm is running high that Ballard is well positioned in a Chinese FCV bus market on the brink of commercialization; its valuation multiple is pushed to all-time highs. Our on the ground research in China will illustrate why Ballard is again set to disappoint."

"We are troubled by this given our observations that: 1) FND's leasing strategy is out of line with the rest of the retail space, 2) FND made recent disclosure changes to its loyalty program accounting and 3) Disclosure changes made to supply chain finance programs."

"Spruce Point interviewed a former Business Development professional at TASK who left to work for a competitor. The opinions are insightful and express the view that TASK faces multiple challenges ahead that will lead to rising costs and clients being competed away."

"Though Herbalife’s SG&A disclosure is limited, we estimate a meaningful portion of Distributor Facing expenses are dedicated to vacation packages, one-time cash bonuses, Herbalife pins and watches, and other similar promotions that can only be gained via recruiting"

"We observe that CHD’s related purchases from Armand mysteriously dropped to a 6.5yr low at $14.6m and management fees (benefiting EBITDA through a reduction to SG&A) has increased even while underlying performance from these entities doesn’t appear to be improving."

"Samsung Electronics has outclassed its peers in terms of profitability for the semiconductor, display and consumer electronics segments and has made significant headway in improving the profitability of its mobile division in the two most recently reported quarters"

"Since the investment was made in 3Q18, the difference of RMB 37.6 million was likely recognized as revenues by IQ in the second half of 2018, leaving the remaining RMB 726.155 million available to be used by management to artificially boost its top line, as needed."

"BR’s balance sheet displays a worrisome trend of rapidly expanding deferred client conversion costs. The costs being added to the balance sheet are much higher than the cash spent on new client conversions being presented by its investor presentation (prior slide)."

"Academic research customers like UCSF, NIH, and others had experiences as disastrous as commercial users: UCSF and NIH both returned the equipment after 6-9 months; couldn't get publishable data out; NIH chose a far cheaper and faster box from 10X Genomics instead."

"We refer to calculation with no credit for ongoing price increases as AFFO methodology (i.e., free cash flow will continue to grow by level of price increases), and calculation which adds back for price increases as bond methodology (i.e., true fixed income yield)."

"How close were Bodner and Nissim to the backdating scheme? We note that both were named in lawsuits filed against Comverse in the fallout of the scandal, alleging that both personally profited from the scheme "while in possession of materially adverse information.""

"Management repeatedly claimed that G&K’s gross margins will improve to Cintas’ legacy margins as it was marketing the transaction to investors. Yet, it’s now very evident that management never had a way to measure or track it, thus calling its claims into question."

"Cornelius' significant executive level energy industry experience, background in strategic planning and risk oversight, and extensive public board experience - including at companies in the refining sector - would make him a valuable addition to the Phillips Board."