Callouts & quotes from 26,677+ activist slides

"At a minimum, this indicates that iHub has not been driving accelerated cost savings since inception. Furthermore, this savings doesn't reconcile with another claim made by the CEO that iHub contributed 40% (or approximately $25m of 2022 EBITDA contribution)."

"Ex-employees stated that the instrument is prone to contamination: "a contamination nightmare"; "was always a big concern" and company still struggles with it; "definite weak points from a biological standpoint that would potentially encourage contamination.""

"Lasertec “cannot deliver” on their purported $2 billion backlog due to their lack of a properly functioning EUV light source: “they have a $2 billion backlog, which means that they probably have orders for 40 or 50 systems that they cannot deliver right now.”"

"While the application technically amounts to little more than a procedural 'land grab' for spectrum rights, investors should be concerned about how and why a launch company still working out the kinks of rocket development would even contemplate the endeavor."

"PBH reports “non-GAAP adjusted free cash flow.” Spruce Point believes this is particularly egregious and aggressive, as the Company adds back integration and transition costs, therefore ignoring the costs of M&A but wanting to show investors all the benefits."

"Mr. Terreson, with approximately two decades of investment-analyst experience, must understand that investors do not "usually"—and certainly not "appropriately"—construct a peer group that effectively excludes the Company’s two core peers, Marathon and Valero"

"Core fire extinguisher inspection pricing is contracting. Based on our industry conversations, we understand that Cintas has been willing to price as low as $1.50 per extinguisher, particularly to commercial and national customers, which are more price savvy."

"Nevro's PDN study and claims of a new indication elicited a striking level of derision among KOL's: that it's "putting lipstick on a pig" and won't change anyone's use of stimulators "in any way" and that competitors began pushing stimulators for PDN in 2004."

"To ensure the election of Nelson Peltz and Jay Rasulo, it is essential that shareholders vote “FOR” Trian Nominees, Nelson Peltz and Jay Rasulo, and “WITHHOLD” on Disney Nominees Michael B.G. Froman and Maria Elena Lagomasino and All Three Blackwells Nominees"

"Surgeons indicated the following are among the top users and repeatedly flagged them across our interviews as engaging in questionable practices: 1) Rafik “Mark” Ghobrial at Houston Methodist; 2) Marwan Abouljoud at Henry Ford in Detroit; and 3) Mayo Arizona."

"TransMedics and/or OPO's with whom it conspires allegedly start “dialing for dollars,” according to ex-employees and others, to offer the organ to centers willing to accept it with the understanding that it comes on a TransMedics pump and on its NOP aircraft."

"The HbA1c and fasting glucose figures explicitly cited in the paper to support this claim appear to be pulled from thin air, as we analyze on the next page – and that HbA1c and fasting glucose stay elevated, do not return to baseline, and spin out of control."

"Pitolisant is inherently more cardiotoxic than terfenadine for another reason: terfenadine targeted the histamine H1 receptor, but pitolisant targets the histamine H3 receptor, and the pharmacophore of the H3 receptor is even more similar to the hERG channel."

"Although there are growing bodies of research dealing with diverse non-imidazole based compounds, they are not free from obstacles in their development pipeline and hence the design of these compounds is complicated by various factors briefly discussed below."

"According to Bloomberg, only 25.52% of these bonds are owned by institutional investors, implying the remaining 74.48% of this debt is owned by retail investors who are highly unlikely to understand the risk they are taking when investing in these securities."

"No, I don't remember. $500 million—between $300 to 500 million and that basically translates to the POs that they had from Intel but the POs are at a significantly reduced price. They don't have a lot of margin on those tools, very low margins on those tools."

"Left: Modules at an FTAI facility show boxes with the FTAI logo, the Module Factory logo, and a large red QR code. Right: The box at Sorena Turbine display what appears to be identical markings: the FTAI logo, the Module Factory logo, and a large red QR code."

"We believe that WTRG subtly cut its organic growth estimate for water rate base growth between January and February 2023. The latest investor presentation uploaded February 27, 2023 now includes acquisitions to achieve the targets 6-7% rate base CAGR growth."

"We believe Bent Tree Properties is a company that provides land acquisition services. Land acquisition companies generally work under contract to secure land or mineral rights and then subsequently transfer those rights to the underlying investor or company."

"Spruce Point finds evidence to suggest that Mercury Systems (Nasdaq: MRCY) could be one of the companies affected by the alleged Super Micro Computer, Inc. (Supermicro) hack, and can demonstrate recent actions taken by management to obscure the relationship."

"We note an interview published by Duke’s School of Engineering, where he basically admits the machines are impossible to scale – indicating it takes “18 months” from a researcher expressing interest in their machine to being able to carry out the experiment."

"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."

"Several districts have already projected sizable budget deficits for their 2024-25 school year. We see this as a leading indicator that K-12 vendors like PowerSchool should expect pressure during this period as district leaders pull strings to close the gap."

"While management has asserted that the favorable wage laws under which the acquired units operate offers a tailwind to their return calculation, the lower labor expenses cannot possibly be sufficient to offset the negative impacts of the factors listed above"

"While GNYHA receives $7M in various tax-related distributions from Premier on an annual basis through its ownership of Class B shares, it stands to increase its administrative fee revenue by close to $40M per year by moving to a market-rate shareback of 66%."

"Over the past 11 months, we have attempted to engage privately, many times, with the Board to improve the Company's strategy, governance and capital allocation – but our efforts to work collaboratively have been met with obstruction and threats of litigation"

"ECP provided Sungevity with project financing in 2013. The loan was repaid in December 2016, three months before the Company filled for bankruptcy protection. ECP exited Sungevity at the perfect time. We believe it is wise to follow the activity of insiders."

"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."

"In our view, Broad Ocean’s leasing company has low capacity and no funds to purchase fuel cell vehicles. In our opinion, the idea of Broad Ocean using its leasing business to purchase and operate hydrogen fuel cell vehicles remains just a plan, not a reality"

"Agrium's other business, agricultural distribution ("Retail"), accounts for 30%+ of total EBITDA, ~50% of total value and $4bn+ of acquisition capital, yet Agrium does not have a single independent director with any relevant distribution industry experience."

"Phillips 66 has been pursuing a strategy for many years that emphasizes and grows midstream assets alongside its refining business, despite evidence that this structure isn’t delivering value for shareholders relative to the company’s more streamlined peers."

"In addition to the lack of secular growth in ICE cars, Chocolate, and for that matter the whole auto parts sector, had a difficult time the last several years with cost pressures from input costs, often having long-term fixed contracts with its auto clients."

"TASK investors should be aware that CFO Belaji Sekar does not put on his biography that he was formerly at SIFY Technologies (Nasdaq: SIFY) as a manager in the accounting department from 2002 – 2003 where he supported SEC reporting for the office of the CFO."

"Phillips 66 has been pursuing a strategy for many years that emphasizes and grows midstream assets alongside its refining business, despite evidence that this structure isn’t delivering value for shareholders relative to the company’s more streamlined peers."

"Spruce Point has a track record of calls that identified anomalies related to capital raising, capex spending, suspicious acquisitions, and abnormal revenue per employee in businesses that appear commoditized. We observe the same issues with Perion Networks."

"2022 CTV revenue was $28.5m, and PERI has disclosed its two annual growth rates in 2022 (108%) and 2021 (205%). As a result, we can work backwards and estimate that 2020 CTV should be $4.5m. However, a presentation slide from 2020 shows CTV revenue as $9.9m."

"Perion has not called out Microsoft Bing in relation to “monetizable searches” since the end of 2021. Recent explanations of search advertising revenue is attributable to average daily searches which are not referenced as monetizable ore commercial searches."

"Machine is still only used 3-4 times per month; re-purposed it for simple antibodies to try and scrape together some utility after a huge capital investment; still no time savings, even for simple use-case, given false positives; difficult to trust the data."

"Because the JV transaction can generate such large cash proceeds, which significantly decreases Macy's current debt burden, the pro forma Macy's OpCo alone is worth more than Macy's current stock price, while Macy still owns 85% of the JV and its cash flows."

"In the decade ending 2012, HMA, under the direction and guidance of substantially all of the sitting Board, delivered <1% total shareholder value while investors in the Hospital Group and the S&P garnered an 39% and 99% total shareholder return, respectively"

"It is this strategy, coupled with expanded trading, that has driven what we believe is essentially a modestly profitable (at a smaller scale) trading business to take on crushing debt levels and, in our opinion, destroy substantial amounts of investor funds."

"And here's the other thing you have to be very cautious about... when they sell an engine, they're not selling an engine. They're selling [three] modules. So the, The Module Factory numbers are much higher than what real [customer demand for the Factory] is."

"The ECB says it will buy bonds with yields as low as its deposit rate — now at negative 0.2% — to implement QE. So, it's easy to imagine that some short-term traders are buying negative-yielding bonds with the intent of flipping them to the ECB at a mark-up."

"CEO Wilson has sold almost $18 million of Heska stock over the past eight years. Notably, Wilson was a seller at price levels materially lower than where the stock trades today. The CFO has also recently sold 5,000 shares above $260 per share in August 2021."

"Being forced to accept payments from end users over time, while at the same time being restricted from up-front cash payments from sale/leasebacks, represents a material deterioration of PLUG's economics that should NOT be adjusted out of Company financials."

"While analysts are still not sufficiently critical of Dollarama, the more recent downward move in the stock and subsequent analyst downgrades may suggest that the market could be primed to evaluate the Company and its growth story with a more discerning eye."

"Based on our analysis, we find multiple data providers and sell-side analyst reports provide an inaccurate representation of Lightspeed's cash and shares outstanding, and do not account for the Company's two most recent acquisitions and equity capital raise."

"However, Herbalife projected forward its business in China using this same methodology - simply multiplying China Retail Sales by the same Royalty Override (15%), Production Bonus (7%) and Mark Hughes Bonus (1%) percentages to derive "China Sales Employees.""

"The 2009 actual expense for “China Sales Employees” (a/k/a “China Royalty Overrides”) of $79,082,000 matches the $79.1 million Herbalife later reported as its 2009 “compensation to China sales employees and service fees to China licensed business providers.”"

"As noted in a previous section, several pharmaceutical companies with H3R program synthesized pitolisant as part of their research, and specifically noted the drug's "potential for phospholipidosis" as one of many "important hurdles for this novel compound.""

"Following a risk-benefit analysis, including consultation with FDA, study investigators, independent expert neurologists, and neuroradiologists, Sanofi determined that the risk to patient safety outweighed the benefit that fedratinib would bring to patients."

"Based on management personnel information we found for 58 Home’s disclosed VIEs and VIE subsidiaries, it is reasonable to conclude that WUBA’s management is directly exercising control over 58 Home and thus 58 Home’s financials should not be de-consolidated."

"We are therefore hereby proposing a potential merger transaction (the “Transaction”) in which a newly formed merger subsidiary of Pershing Square Holdco, L.P. would merge with and into the Company, with the Company as the surviving corporation in the Merger."

"Campbell's incumbent Board of Directors ("Board") has overseen a series of strategic and operational blunders over many years that have driven extreme underperformance in Campbell shares (19% total shareholder return vs. 306% for S&P 500 over last 20 years)"

"There is a continuation of acquisition revenue contribution misreporting into early 2020. The Company first claimed that $21.2 million of sales were contributed by Captiva, Neurio and Pika in Q1 2020. The 10-Q later revised this figure to just $1.0 million."

"Greenlight believes both anecdotal evidence and methodological valuation flaws suggest that Allied’s portfolio investments have not been marked to current “fair value” according to Allied’s own standards or as required by the Investment Company Act of 1940."

"The lines are broken. The line is not continuous. It’s break, break, break. Look at the short lines - each duration is very short. They apply some current and then pulse - apply current, wait, apply current, wait, versus continuously increasing the current."

"In an industry riven with exaggeration and outright lying, Sastry’s resistance to sharing even seemingly innocuous performance data...has prompted suspicion that she is evasive for reasons no more complicated than that she has little impressive to disclose."

"He indicated that the machine “isn’t really real” for any type of production setting and has “way too much instability” and errors to be used on “mission critical tasks,” emphasizing that there is “no instance” where you would use it for anything important."

"Dexcom recently amended its licensing agreement with Google whereby royalty payments were replaced by an up-front payment of $250M in DXCM shares. We believe this reflects Verily's loss of confidence in Dexcom's ability to come to market in a timely manner."