Callouts & quotes from 26,677+ activist slides

"In short, Vitek extracted cash loans and appears to have repaid with much less valuable interests in partially completed apartments and villas, conveying more in unfunded obligations than cash equity—and new CEO David Greenbaum sought to gloss over this behavior."

"However, the actual number of stores collected from BEKE’s platform undermines the Company’s claims. Our data collection showed that as of July 16, 2021, the platform listed only 43,026 stores, suggesting that BEKE’s 2Q21 store count was inflated by at least 23%."

"It is unclear why there should be two entirely different sets of figures for non-fatal strokes, but it is certainly suspicious that the stroke figures as reported in the SONAR paper make atrasentan treatment appear safer than stroke figures reported elsewhere do."

"We expect Datasection and Tencent (if that is indeed their China-based backer as we have heard) to be forcibly decoupled which will result in near total annihilation for Datasection because we think that without Tencent, this is not a business worth investing in."

"FBHS currently trades ~9.7x LTM EBITDA and ~16.5x LTM cash earnings. If no recovery occurs, FBHS is trading at ~10x our estimate of cash earnings. If a recovery occurs, FBHS trades at ~4x to 7x our estimates of cash earnings, depending on the strength of recovery"

"The CEO of the OPO alleged that Trinity Air Medical is under investigation by the DOJ, and that it is an open secret in the industry given the large number of industry participants such as other OPO's who have been interviewed as part of an alleged investigation."

"Part 12. TransMedics device has no value proposition. Even its largest customers admit it has no clinical benefit to organs, using it off-label strictly for “surgeon lifestyle” and scheduling convenience; or, we believe, in exchange for organs steered improperly."

"We calculate that 35-50% of Adjusted Operating Income (EBIT) has gone to IRBT’s executive management in the past two years, whereas it was only 15% in 2011. We view this as a warning sign of executive compensation becoming disconnected from operating performance."

"This created a perverse incentive whereby franchise recruiters would engage in boiler-room sales tactics (described by one former employee as predatory) to get people to sign a franchise agreement, knowing full well that the person was unlikely to follow-through."

"HTA's share ownership trend represents what continues to plague Wall Street and the money management industry. While management's stake in the business declines to all-time lows, index and ETF oriented money geared toward retail investors has risen to new highs."

"Avery constantly talks about restructuring leases, optimizing plants and facilities. However, as clearly evidenced by its 267 reported global locations found on its website consistently reported for over three years, it appears to have eliminated ZERO locations."

"After we make this final adjustment to the 223 million Rmb deferred revenue balance from before, we get 156 million Rmb of deferred revenue at fair value—or, just $24 million. Based on the calculations we made, TAL overstated Firstleap’s deferred revenue by 90%."

"The reality: not only do you have to believe in the underlying economics of the business, but you have to believe that (A) the sales today are real and self-sustaining, and (B) that the financing will continue to be there until Carvana is a sustainable business."

"Although operationally we believe SRG could be spun off in approximately 6 months, as discussed in Section XI, we would recommend a more conservative approach, with management and the Board focusing first on the operational turnaround and real estate separation."

"Although operationally we believe SRG could be spun off in approximately 6 months, as discussed in Section XI, we would recommend a more conservative approach, with management and the Board focusing first on the operational turnaround and real estate separation."

"Non-IFRS metrics = made up results to sell a lemon. Maxar conveniently inflated acquired intangibles to then have them ignored for its adjusted earnings. Had management accurately maintained its PP&E valuation, adjusted earnings would be weighed down materially."

"Applying that rate of revenue contraction to each geography implies that areas outside those markets must grow 15% and 20%, respectively, to meet Street consensus, which we believe is unlikely, particularly given Skechers' challenges in the domestic U.S. market."

"But a detailed examination of the trial design and the results suggests that Convergent will end up at the same impasse as AtriCure's prior minimally invasive endeavors – an overly complicated procedure offering few incremental benefits for the incremental cost."

"For over three years Bluebell Capital Partners (“BCP”) sought a constructive dialogue with BlackRock’s (“BLK”) Board. As the Board refused to engage, we were left with no alternative but to directly address BlackRock's shareholders to request governance changes."

"The supernormal level of losses is self-evident proof of a fatal flaw, the elephant in the room that begs the question: with paid-in capital of $1.6B over a decade and nothing to show for it, what went wrong - and how much longer can they keep this circus going?"

"Trian Consumer Investments where Nelson Peltz served on the Board have: 1) Grown earnings per share (“EPS”) +780 basis points (“bps”) faster than the S&P 500 annually; and 2) Achieved total shareholder returns (“TSR”) of +880bps greater than the S&P 500 annually"

"Nelson will seek to ensure that P&G actually delivers on its $12-$13bn of productivity savings, and that these savings: i. Are reinvested into volume generating investments (marketing, pricing, promotion, R&D) ii. These investments actually grow operating profit"

"My hope is that Mr. Cox and Mr. Paulson will pay heed to the risks to the financial system that Lehman is creating and that they will guide Lehman toward a recapitalization and recognition of its losses – hopefully before federal taxpayer assistance is required."

"This in-app example presents compelling evidence of APP tracking a user across domains, matching the user’s history with a mobile application, and then winning the ad auction to retarget an existing website visitor, an already in-the-funnel prospective customer."

"The concept and science of joy is linked to cult leader Keith Raniere. There was even a documentary made with the first episode entitled “The Science of Joy” which premiered in August 2020. The word joy is littered on Movers+Shakers website and public messaging."

"Spruce Point observes that Movers+Shaker's corporate branding is yellow. We also notice that a picture of co-founder Horowitz shows him donning a similar yellow sash. This is a potential indicator of Movers+Shakers continued sympathy for the NXIVM belief system."

"Disney’s Board decided to spend an estimated $40 million of shareholder money engaging in a proxy contest, while 11 out of 12 Directors have not even met Nelson Peltz or Jay Rasulo in-person during Trian’s engagement with the Company in the past year and a half."

"Potential obstacles to executing the restructuring plan might include: (1) tax-related constraints, (2) restrictions in existing bank or other debt agreements prohibiting the separation of the assets, or (3) restrictions in certain contractual agreements of TWX."

"These above paragraphs encapsulate the endeavor that Momo is now undertaking to transform its brand and content from an anonymous hook-up and cam girl site to a social media platform focused on delivering professional entertainment (and marketing opportunities)."

"In summary, the author believes IULs are complex instruments that contain features that are hard for the average consumer to understand; many of these features ultimately come with very high fees, which can threaten a policy's cash value during market downturns."

"European peers either don't capitalize R&D costs (Eppendorf), or capitalize and amortize over 3 – 6 years (Sartorius and Oxford). On the other hand, Mettler is opaque in terms of how much it is capitalizing annually, and states it amortizes costs up to 10 years."

"Dalian is of particular concern because it contains two businesses at one site. As a result of the shared facilities, Nidec likely has to make a number of judgment calls about how to allocate expenses between the Small Precision Motors and Automotive businesses."

"We believe this is further evidence that INGN are nearing saturation. Would a company that is selling a market-leading product in a category that is only 11% penetrated really be seeing such significant margin pressure at such an early stage in its growth cycle?"

"For over three years Bluebell Capital Partners (“BCP”) sought a constructive dialogue with BlackRock’s (“BLK”) Board. As the Board refused to engage, we were left with no alternative but to directly address BlackRock’s shareholders to request governance changes."

"Spruce Point believes investors should be outraged that management is receiving “off cycle” RSU grants to “retain” management. Is something going wrong at Stryker that the Board is helping to conceal from investors such that management needs inducements to stay?"

"BHP claims its petroleum business provides unique risk-mitigation diversification benefits. Over the last ten years, however, BHP’s EBITDA trend has shown noticeably higher volatility than Rio Tinto’s – the precise opposite of what diversification should provide"

"By 2009, Core reframed its history, forgot about natural gas, and said that for the last seven years it had focused on international development and production related crude-oil projects "almost to the exclusion of more cyclical, exploration-related activities.""

"It is likely that if sparsentan is found to be ultimately inefficacious, it will be inefficacious for the same reasons as atrasentan; if, on the other hand, it is found to be efficacious, it will block the path for atrasentan’s approval for the next seven years."

"Carvana not only trades at nosebleed levels relative to its closest peers, even on consensus revenue growth expectations we regard as too high, Carvana now trades at a premium to leading tech players, all of whom enjoy better margins and generate free cash flow."

"We see the possibility that Bunge was bamboozled by Glencore, which is a sophisticated and controversial counterparty that owned Viterra since 2012, and who pled guilty to bribery and market manipulation charges with the U.S. Dept. of Justice in 2022 for $1.1bn."

"A fourth KOL - a current Nevro consultant, recipient of significant payments from the company, and one of their highest volume KOL's - was nonetheless candid about reps being "an extension of your practice" and "steering" and "pushing" patients into stimulators."

"We take issue with numerous governance decisions currently in effect at Zillow. One of our biggest concerns is that Zillow has not established a formal incentive program that outlines financial targets or thresholds that play a role in management’s compensation."

"It is concerning that Limbach removed working capital targets from its incentive compensation plan targets after 2020, particularly given the Company's use of cost-to-cost accounting, where revenue and profit recognition are heavily tied to management estimates."

"Believes physicians will simply substitute generic suspension – “Yep, I agree 100%...that’s what I would do probably” – and listed similar precedents where an expensive branded drug was immediately substituted by an inexpensive generic in a different formulation"

"CEO Conroy also had a long stint at Claire’s Stores where he worked closely with Eugene Kahn from 2007–2012. Mr. Kahn was previously ousted at May Department Stores Co. where he was criticized for issuing sales projections that were repeatedly overly aggressive."

"With PLUG's customers appearing to pressure the Company into supporting lease financing which it was ill-equipped to support, Spruce Point considers the (continued) shift towards operating lease-backed sales growth as a signal of deteriorating economics at PLUG."

"CEO Dovigi has a relationship with Campus Auto Collison, which by public photographs, services GFL’s fleet refurbishment. Campus Collision is also friendly with Doug Ford (as seen in the photo below), who the Globe and Mail said has a history with drug dealing."

"Spruce Point believes that the recent terrible financial results reported by Carvana continue to validate our concern about its uneconomic business model that isn’t scaling, is capital destructive, and favors insider enrichment over shareholder wealth creation."

"These charts represent the aggregate results of a pattern that has been formed over more than a decade – a period during which the current management team and Board consistently and repeatedly sold stock, often at prices well below where the stock trades today."

"On February 2, 2018, Michael Dell and Silver Lake made their threats explicit by announcing a strategic review of the business, shamelessly adding to their press release "we do this from a position of strength" – a subtle but clear message to DVMT shareholders."

"The problem of data fraud and lack of reproducibility is so common that one battery journal has proposed a checklist with “standardized battery reporting guidelines” – basically an “oath of honesty” that anyone making claims about battery performance must sign."

"We believe that a key role of an independent board is to bring an outside perspective to challenge strategies that might have worked in the past but will likely need to evolve over time – contrary to Target’s board’s apparent instinct to maintain the status quo"

"Despite this clear trajectory towards exclusive brands, it is noteworthy that John Grijalva, the current representative for three of BOOT's nonexclusive brands, is navigating against the tide. His relationships have not diminished; instead, they have increased."

"We firmly believe that a comprehensive reconstitution of the Board, including the appointment of shareholder representatives and qualified independent directors, is necessary to ensure a thorough evaluation of all paths to delivering enhanced shareholder value."

"In order for [refranchising to 90%] to create value requires...selling nearly 500 stores at multiples higher than we believe are achievable...[and] trading multiple expansion to levels significantly higher than demonstrated on a sustained basis by casual diners"

"a vote for Trian’s nominees is a vote for four highly qualified individuals who will seek to work collaboratively with the Board to: Assess the corporate structure and determine whether management is capable of achieving best-in-class revenue growth and margins"

"There is a $229m difference between the 2011 Adjusted EBITDA reported by Axalta and DuPont, for its Coatings business (same company, same year). We believe much of the difference is excess corporate expense, which in our view, burdens all of DuPont’s businesses"

"There is a $229m difference between the 2011 Adjusted EBITDA reported by Axalta and DuPont, for its Coatings business (same company, same year). We believe much of the difference is excess corporate expense, which in our view, burdens all of DuPont’s businesses"

"If you multiply the company’s $1.1bn of unallocated corporate costs (which would be eliminated if the businesses were separated) by 11x, it costs shareholders $12bn of value, or $8 per share, to have beverages and snacks together in a holding company structure."

"In our view, the total failure of AlloSure in the context of TCMR makes CareDx's recommended testing protocol a non-starter for Medicare, particularly considering that it would increase Medicare expenditures on transplant patients by 25% if implemented broadly."