Callouts & quotes from 26,677+ activist slides

"[T]he outsiders (who often had complicated balance sheets, active acquisition programs, and high debt levels) believed the key to long-term value creation was to optimize free cash flow, and this emphasis on cash informed all aspects of how they ran their companies – from the way they paid for acquisitions and managed their balance sheets to their accounting policies and compensation systems."

"Spruce Point used Similarweb to evaluate the organic search interest in Perion. By far the #1 organic search topic is "PERI Stock IR." Of the top ten organic search topics, six relate to Perion’s stock or investment. There is only one technology specific Perion search keyword "Perion Cookies" in the top ten. Perion’s core search monetization solutions don’t even appear until #20 on this list."

"If the first-year sales declines in Volker and Aspen were indeed just a temporary product of integration, and if they immediately returned to their (approximate) previous growth trajectories – perhaps supported by temporarily pent-up demand among customers – Hill-Rom could have benefited heavily from one-off accelerations in both businesses. Could management have been spring-loading revenue?"

"Management presents Gross and Net Contracted Customer Value (CCV) as a key metric to evaluate Sunnova. As seen in the Company's investor presentation, a slight change in the discount rate from 6% to 4% results in a $340 million difference to Gross and Net CCV (a ~15% and ~40% difference). With such slight changes to numerous assumptions, how can this metric be predicted with any confidence?"

"Zebra changed its reporting of Contractual Obligations after 2020 and stopped disclosing that it did not have “take-or-pay arrangements.” However, recall on the previous slide that Zebra paid a $10 million to reduce its obligation to purchase inventory from a 2021 agreement. Therefore, it appears that Zebra did have an arrangement like a take-or-pay arrangement but chose not to disclose it."

"Management goes to great lengths to convince investors that they’re transparent and respond to investor feedback on more disclosure. However, their statements about being “open to the conversation” seem hallow and their attempts to justify failing to do so (“candidly, I’m not quite sure how much more detail we could provide“) suggests they’re unlikely to increase transparency meaningfully."

"LODE's recent proxy statement says it has at least 12 employees, yet at least 3 employees (including the CEO) are involved with investor relations and communications. Why does such a lean and thinly capitalized company have more people in communications than finance and accounting roles? Furthermore, why has LODE not filled these two vacancies: Chief Accounting and Chief Financial Officer?"

"Based on our review of LinkedIn and other sources, we believe a large volume of CCTs in the US are located in remote locations. Not only does this suggest the opportunity for questionable reimbursement practices on the part of iRhythm, but we believe it also calls into question iRhythm management’s numerous claims related to the build-out of its CCT “Center of Excellence” in San Francisco."

"Mr. Prittie’s alleged shortcomings were tied to his perceived failure to come to grips with Tyler and OneMove’s concerns over the Company’s financial status, share price performance, leadership, strategic vision and strategy, corporate governance, CEO compensation, excessive M&A activity, debt leverage to cash flow ratios and the lack of guardrails around senior management decision making."

"Another ex-manufacturing employee stated that Twist’s workflow is just “standard molecular biology” steps, and that the chip in fact creates time-consuming bottlenecks such as the need for amplification, as the chip can only product negligible amounts of DNA material, which has to then be scaled 1000x with lab personnel performing a dizzying array of repetitive manuals tasks over 16 hours."

"The Street believes that VRNT shares trade at a ~35% discount to SaaS peers. However, we estimate that VRNT trades just above the industry median, despite its chronically low organic growth, destructive acquisitions, and inability to generate cash flow growth despite frequent M&A – a stark contrast to the many fast-growing and highly-profitable true cloud businesses which occupy the space."

"if you’re hyperglycemic, I don’t know how it’s going to get better by going up more slowly on the dose or then you hold it a lower dose...is that okay?...somebody did bring that up, and they were like, oh, we just go up more slowly...I’m not sure...by that point, it may be too late...because if you already have type 2 diabetes and you’re making it worse, are you really helping the problem?"

"In the wake of the Company's FTC settlement for allegedly deceiving customers by saying they were "pre-approved" for financial products, Credit Karma offered users its "Karma Guarantee", whereby it would pay consumers $50 if they were rejected for products where approval was guaranteed. We note that a number of consumer complaints allege the Company did not follow through on that promise."

"Playtika indirectly puts a lot of pressure on and gives incentives to the studio to monetize their game very aggressively this is immediately noticeable in the player reviews, all saying that the game is very addictive but at a certain point, it is not possible to keep unlocking new designs and progressing without spending a lot of money, making the game "boring" for most users very fast."

"Limbach trades at over 18x our estimate for its FY26E Adj. EBITDA, a large premium when compared to peers. We believe this premium is unwarranted considering the Company's decelerating organic revenue growth, non-existent free cash flow growth, and its aggressive accounting methods which we believe may overstate earnings quality and obscure the true underlying volatility of the business."

"it just blows my mind that they’re hiring people who are not qualified...I see them struggle...I talk to the people that run their devices...I’m standing next to them when they’re stressing and sweating and freaking out and not knowing what to do and calling support lines and trying to pull things up on iPads...I’ve stepped in several times to help them...when they can’t pull it together"

"A combination of carrier need and technological advances are enabling carriers to greatly consolidate their tower-based network equipment, share network equipment with one another (the next logical step after sharing towers), circumvent towers altogether through the use of small cells and Wi-Fi, and increase data capacity by one thousand times with minimal additional use of cell towers."

"The WFG Convention brought in an estimated 33,000 attendees in 2024. Ticket prices went for $300+ per person, thus the convention likely grossed ~$10 million. We have concerns about whether senior WFG leaders are financially incentivized to increase convention attendance, which would lead us to question whether the convention is merely another way to extract money from low-level agents."

"Petitioner believes that given the recent i) fatality, ii) hospitalization and near-fatality, iii) 13 fatalities in the pitolisant development program, and iv) the inherent and unavoidable toxicity of H3 receptor antagonists/inverse agonists as a drug class, as indicated supra, it would be a grave mistake to repeat the incremental approach that marked the eventual withdrawal of Seldane."

"Our earliest data collection showed that the Nuojia 9 Dragon Seal store had 12 agents working in August 2021. We should have found an active store with between 14-24 agents and hundreds of properties advertised for sale. Instead, when our investigator visited this store at the address listed on the platform in September 2021, he found the store closed with a ‘for lease’ sign displayed."

"The KLA tool for DUV is the market leader, especially for he original mask. You want to make sure that the mask has the design you want. There's die-to-database. Lasertec has developed that, and I'm not sure how good it is. But, in general, people are using existing tools, in which case KLA is the market leader.[The Teron] is the mainstream tool for everybody, even for some of the EUV."

"AtriCure's valuation implies that the company's outlook is brighter than at any point in the last decade. But with the company's core surgical ablation market almost completely saturated, and the relentless improvements in catheter ablation technology accelerating, AtriCure is facing both rapidly decelerating revenue growth and the threat of technological obsolescence, simultaneously."

"Former Intuit employees with knowledge of the TurboTax business corroborated our concerns, noting that (1) the state AG settlement damaged the brand and was a bad look for the Company, (2) growth expectations for TurboTax are too optimistic, (3) the costs to deliver human-intensive Live offerings are significant and increasing, and (4) TurboTax revenue really isn't subscription based."

"The scathing replies to the post suggest that the game may already be over for Soleno before it has even begun – with some parents saying the hyperphagia is the worst they have ever experienced; “hyperphagia was never as bad as it is now on this drug”; “I’m scared this is activating it more” – to which another parent replied “exactly us” with another chiming in with “that’s so scary.”"

"the implication is that the organ responses observed are likely due to NEOD001 because PCD treatments may have already manifested any organ responses by the commencement of NEOD001 treatment. However, closer examination of the Kaufman et al data belies this conclusion, and emphasizes that there was no wash out period in these trials to control for lingering effects of PCD treatments."

"Spruce Point believes it's likely that MPWR routes its cash through Singapore, which is owned by MPS International Ltd. (Bermuda). Singapore engaged in related-party transactions with Bermuda for "Services Rendered". Yet, its Singapore subsidiary Monolithic Power Systems (Singapore) PTE. LTD currently has a going concern warning, and is audited by a three person firm called Plus LLP."

"Spruce Point believes it’s likely that MPWR routes its cash through Singapore, which is owned by MPS International Ltd. (Bermuda). Singapore engaged in related-party transactions with Bermuda for “Services Rendered”. Yet, its Singapore subsidiary Monolithic Power Systems (Singapore) PTE. LTD currently has a going concern warning, and is audited by a three person firm called Plus LLP."

"BR recently expanded its TAM without any logical explanation. Its recent increase from $46 to $52 billion can be explained by the Itiviti acquisition, which it claimed added $5 billion (see this slide on why we think this is aggressive). Now BR is having investors believe its TAM has grown by $8 billion (or 15.4%) in a challenging economic backdrop where it isn't immune to recession."

"As a producer of commodity products and ingredients, MGPI has to constantly innovate to maintain a competitive advantage against its larger peers that have substantially more resources and can easily out-spend it. MGPI holds very few patents, but as we highlighted earlier, its key patent rights to Fibersym® is set to expire in 2017 and could have a material adverse effect on margins."

"In the prospectus, ANTA states that both Mr. Su Weiqing and Ms. Wang Shuying were “Independent Third Parties” and that “save for being the shareholders of our current and past distributors, ... Mr. Su Weiqing [and] Ms. Wang Shuying have no relationship with our Group, our Directors or senior management, our shareholders or their respective associates”. This statement is another lie."

"Given the insignificant TAM, ex-employees indicated BLI is already saturated within the ~30 large biotech/pharma customers who can afford to pay $2MM: already “in most of them” who gave it a try; BLI fully penetrated the trivial cell line development opportunity years ago; company realized there “aren’t enough pharma companies” for the machine; already hit a “ceiling to the growth.”"

"Spruce Point believes that Stryker doesn't cleanly provide investors with Mako sales figures. However, based on our research, we believe the market fails to appreciate both the size of the business, and the pressures it is under from disruptive pricing and sales from Zimmer Biomet, the #2 player in the industry. Mako revenues could exceed $1.0 billion, with prices dropping up to 30%"

"GlobalOnePay Inc was a named division and legal entity of Pivotal Payments Inc. and is still listed as “Active” according to Texas state filings with CEO Fayer as Director and President. We see from Texas legal filings that on April 5, 2016 it assumed the name of Fifth Manhattan, for which it is conducting business. The form was signed by a former legal counsel of Pivotal Payments."

"Sakamoto specifically suspects that QuantumScape is “pulsing” its cells…“If they start to form dendrites, they can pull it back by reversing the current,” he said…there is nothing that stands out as an obvious breakthrough magic material or magic coating that enables fast charge,” Sakamoto said. “There is no trail of evidence that would explain how they made a leap in performance…”"

"The impending release of the Libre 2 is no secret to the Street. Nor are its new technological features. However, as we discuss, we believe that the evened playing field between the Libre 2 and G-Series will bring downward pricing pressure on the increasingly-commoditized CGM market – and that this could have disastrous consequences for Dexcom to an extent ignored by the sell side."

"Spruce Point believes that the ongoing proliferation of third-party 3D printing labs in the clear aligner space will only incentivize further R&D directed at clear aligner development: whereas Align was, until recently, the only major player in the clear aligner space, materials producers now face a broad and rapidly-growing number of potential customers for clear aligner plastics."

"Spruce Point believes that Dropbox overstates free cash flow with a simplistic presentation that is analytically flawed and ignores two material costs such as: 1) Costs required to repurchase shares related to employee compensation programs, which are operating in nature, and 2) Costs associated to pay for infrastructure, which are effectively deferred capital expenditure payments."

"Numerous problems with the instrument's software; customers are constantly blindsided with software and hardware changes, resulting in bugs, delayed experiments, need to re-learn how the equipment functions; expert stopped software updates to avoid unanticipated bugs; "wasn't worth it"; both software and hardware behave unpredictably with "no transparency into why things go wrong.""

"Spruce Point believes CLEAR trades at an unwarranted premium to other subscription businesses geared toward consumers. We believe it is facing formidable competition to solve the TSA and airline pain points which are the checkpoint and checked baggage areas. We also believe its valuation is materially higher once adjusted for the TRA liability, lease, and fully diluted share count."

"We believe it will be difficult for Zillow to grow as long as its Premier Agent business is in decline. Our estimates for 2024 assume continued weakness in Premier Agent offset by strong gains in its Rentals business paired with a comparable operating expense structure to 2023. Based on these estimates, we believe Zillow could produce $200 to $260 million of free cash flow in 2024."

"Spruce Point believes that investors need to pay careful attention to USCR's capital expenditure (capex) program. In 2017 for the first time, USCR gave hard capex guidance, which explicitly stated it included capital leases. USCR is becoming increasingly dependent on capital leases (>50% of total capex for the first time in 2017) and has missed its capex forecast every single time."

"Ex-employees and hospitals described two key mechanisms of systematic billing fraud: 1) flying in non-local procurement teams by jet when a local team is already available at its hub and could be driven, indicating the sole purpose was to exploit the customer via unnecessary air transport charges; 2) sending staff on multiple jets to the same location to further inflate the charge."

"Each post is devastating, the adverse effects one particularly so: “today marks week 6...we have seen zero improvements...his behavior has actually worsened significantly...he generally appears to feel ‘unwell’...like he’s been hit by a bus every morning...I’m just so frustrated and worried for him...”: “behaviors have been off the charts...the medication just isn’t going to work.”"

"Therefore, we strongly urge the Company to table all major divestiture decisions – unless the Company is absolutely certain of both the strategic rationale and value-creation, on an after-tax and risk-adjusted basis, and polls its shareholders in this regard – until after shareholders have the opportunity to vote on the composition of the Board at the upcoming 2018 Annual Meeting."

"We agree that the Libre’s lack of an alarm has been a major hurdle preventing wider Libre adoption among T1 diabetics, who were the earliest CGM adopters. However, with the impending inclusion of an alarm in the Libre 2, we believe that the playing field between Abbott and Dexcom will largely be leveled – and that the economic consequences of this could be devastating for Dexcom."

"The fact that we have seen the same management team behave in a similar manner in response to similarly negative industry trends – all leading up to a dramatic guidance revision after executives enriched themselves during the Dot com boom/bust – makes us worried that current investors in DOX are headed for a similar fate as those who were left to sue for securities fraud in 2002."

"Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) request that the Board of Directors of the Company (the “Board”) grant an exemption under the Rights Agreement (the “Exemption”) from the Ownership Limit allowing for the acquisition or ownership of outstanding Common Shares by Elliott of up to 14.9% the outstanding Common Shares (the “Exemption”)."

"When we try to apply via phone on the mobile website, we got to the page below where we were asked to fill in a cell phone number to receive a verification code. However, after we filled in the cell phone number and clicked “retrieve the verification code” button, nothing happened, meaning we did not receive the verification code no matter what we tried. Multiple attempts failed."

"If you multiply the company's $1.1bn of unallocated corporate costs (which would be eliminated if the businesses were separated) by 11x (PepsiCo's multiple of enterprise value / 2014 earnings before interest, taxes, depreciation and amortization (EBITDA)), it costs shareholders $12bn of value, or $8 per share, to have beverages and snacks together in a holding company structure."

"Our interactions with a significant quorum of other shareholders holding BHP shares worth tens of billions of US$ have revealed extremely broad and deep-rooted support for pro-active steps to be taken by management to achieve an optimal value outcome for BHP’s petroleum business following an in-depth, open and timely independent review, with full disclosure of the review results"

"We were further troubled, as the Synlogic press release on June 12, 2019, announcing the $80MM Ginkgo investment stated that “At the closing under the foundry services agreement, Synlogic paid Ginkgo $30MM for “synthetic biology services to be provided over an initial period of five years....” – yet Ginkgo disclosed only $70-150K in its related party deferred revenue disclosure."

"Sadly for bulls, a pellicle-based thesis is a fantasy: TSMC – the largest player – doesn’t use pellicles for EUV masks and is content with non-actinic DUV tools; and for others like Intel, the ACTIS is highly contamination-prone and spews particles during inspection, defeating its purpose and requiring redundant inspection with KLA’s Teron DUV system, even if a pellicle is used."

"Scorpion Capital LLC is short Soleno Therapeutics Inc. ("SLNO") (possibly along with or through its principals, members, partners, affiliates, employees, consultants, clients, investors, and/or related party entities or vehicles) and therefore stands to realize significant gains in the event that the price of its stock, bonds, options, and/or other securities decline or change."

"The development and druggability of tiprolisant (BF2.649 5), reportedly in Phase II clinical trials for a number of potential indications, including cognitive enhancement, have been questioned, since it had limited oral bioavailability, was a potent inhibitor of CYP2D6 and hERG, and also had the potential for inducing phospholipidosis, possibly due to the high clogP (4.8) [76]."

"However, when we zoomed into the beginning of 2020, the timeframe during which online education benefited the most, we found surprising data. One would think that a popular online education provider like GSX would likely benefit greatly from the recent coronavirus as a halt on all offline afterschool education was issued by the Chinese government. However, data shows otherwise."

"City staff had anticipated a $6-million savings by carrying out Mayor Rob Ford's controversial plan to privatize garbage collection; GFL is offering closer to $11-million in annual savings. But opponents of Mayor Rob Ford's plan to contract out garbage questioned whether the company's bargain bid -- GFL undercut the next lowest bidder by $3.5-million -- is too good to be true."

"Freedom Holdings generates 85% of its revenues and 95% of their margin lending from FFIN. FFIN generates the majority of its revenue from Russia. FFIN is a controlled entity by Freedom's CEO, who owns 75% of Freedom's stock and therefore has an overwhelming incentive to use FFIN as an illegal piggy bank to funnel funds from Russia into FRHC to manipulate its earnings or stock."

"Ginkgo is, we believe, a colossal fraud, a Frankenstein mash-up of the worst scams of the last 20 years: Enron’s abuse of related parties and special purpose entities; Intrexon, the father of synthetic biology scams, and its circular “revenue” charade; the vaporous grandiosity of WeWork and Theranos; and Ginkgo’s Siamese twin Zymergen, which fell 75% in a single day in August."

"Shareholders need to be satisfied that the peer group is appropriate and not cherry-picked for the purpose of justifying or inflating pay. In general, we believe a peer group should range from 0.5 to 2 times the market capitalization of the Company. In this case, Glass Lewis has identified 10 peers outside of this range, which represents approximately 62.5% of the peer group."

"Twist exhibits telling signs that its “growth” is about to hit the wall and that the end is near, beyond the accounting games that typically signal desperation: saturation in its tiny niche; competitive struggles; and an impending flood of disruptive, venture-backed entrants with newer DNA synthesis technologies, which even Twist’s customers describe as an existential threat."