Callouts & quotes from 26,677+ activist slides

"Parcel information corresponding to this location indicates that in 2017 at the time of the transaction, the total estimated market value is $309,000, which is much more in-line with the implied property value calculated using deed tax amounts."

"Out of all the Accor hotels we contacted, only a single one, namely Mercure Hurghada, referred to human rights policies and declined our requests appropriately — only after we requested to put condoms in the rooms after an initial confirmation."

"Impassible for Lasertec to replicate ASML's source; took Cymer/ASML 20 years and required hundreds of people; required "several billion dollars on the source only"; ASML currently has ~1,000 staff working on their EUV source; "that's the scale""

"The scheme collapsed when it was forced to recognize the loss via an impairment charge for the acquisitions – exactly as Lasertec will when it admits that earnings and inventory are fraudulently inflated and takes a similar, massive impairment."

"The architect of this egregious stock promotion appears to be a small Israeli banking firm named A-Labs Finance and Advisory Ltd, which, according to a newspaper report, is secretly controlled by a convicted Israeli fraudster named Eli Reifman."

"There is tangible evidence that warm weather is affecting WTRG, ultimately reducing the need for natural gas consumption. The CEO recently punted on discussing the impact to their outlook despite 20% warmer weather than normal. Wonder why....?"

"Based on the problematic Site Sharing portfolio, we believe that the above market rent that AMT is currently receiving, which amounts to 43% of operating revenue, is unsustainable and any average rent metrics based off this will be overstated."

"While there is no definitive link between Aquablation and the potential spread of cancer cells in the event the patient had undiagnosed prostate cancer, we found persistent fears among some urologists that the procedure could have that result."

"IQVIA's increasing reliability as an indicator of Penumbra sales makes us confident that the consistent sales decline indicated through recent months is a signal of a genuine downward inflection in Penumbra's U.S. growth, if not a contraction."

"To fulfill these duties, the UNP Board must address eight years of staggering underperformance and immediately make a change in leadership. It is imperative for the Board to pair the best railroad in North America with the best leadership team"

"In Albania, there was ultimately a media firestorm over the controversial concession, with various media referring to the concession as a “theft”, the collusion behind the concession award a “mafia”, and repeatedly calling the award “corrupt”."

"Based on our diligence, we believe that a significant portion of LSS's historical underperformance and market share loss has been self-inflicted and driven by organizational dysfunction – and is therefore reversible under the right leadership."

"70% of AMR's Annual Incentive Bonus is tied to EBITDA and Cost of Coal Sales Per Ton. As we pointed out earlier, neither metric incorporates the cost of operating its key DTA asset that facilitates over $1.7 billion of AMR's export coal sales."

"WSP’s Canadian SEDAR regulatory filings make no mention of Cyprus and notice carefully the spelling of the entity “WSPGRP” in contrast to other WSP entity names in the organization charts, may make it more difficult to search for and identify."

"Tellingly, HASI chooses to paint a misleadingly positive financial picture. HASI is permitted two tools that would clarify its reported financials: EMI balance impairments and adjustments to the liquidation basis. HASI chooses not to use them."

"That Company management is kept within the hands of a tight-knit Israeli team located far from the rest of the business, and that it offers limited visibility into managerial decisions among people outside of this network, is a red flag to us."

"By factoring in the U.K. pension debt, we estimate Saputo's true Net Debt / EBITDA leverage to be 3.5x. Looked at another way, with over $4.5 billion in net debt, each manufacturing facility is indebted $68m and every employee by almost $240k."

"TWC, like its closest comparable Comcast, should not consider a regular dividend on its common stock assuming either the capital structure as currently proposed by management or a more appropriately levered one as highlighted in this analysis."

"Overall, we find that closed-end PERE [private equity real estate] funds have underperformed listed REITs, even before adjusting for risk, leverage, illiquidity, and the uncertain investment timing associated with unfunded capital commitments."

"Two of Guillermo's co-defendants from his 2008 securities fraud case, Angel Romo and Jesus Gutierrez, continued to have long careers with Transamerica, only leaving in recent months, leading us to question Transamerica’s agent vetting process."

"A 2018 shareholder proposal to declassify PPG’s Board received overwhelming support (99% of votes cast in favor), but insufficient voter turnout resulted in the proposal’s failure... a greater effort should be made to reach retail investors(1)"

"Spruce Point views MSCI change of practices from providing margin targets to focusing on Adj. EPS as a major red flag. We later illustrate why we believe MSCI's margins are highly susceptible to potential manipulation through cost allocations."

"Spruce Point questions the inclusion of Rajat Taneja on the Audit Committee. By background, Mr. Taneja is a credit card and gaming technologist and has never held a finance, accounting, audit or financial reporting role that we could identify."

"A November 2022 report by the Markup found that Intuit peers TaxAct, TaxSlayer, and H&R Block used website pixels to collect and send sensitive personal financial information to Meta and Google, which resulted in a Congressional investigation."

"Notice how Mettler's 2018 annual report obfuscates the Q4'18 impact of Biotix, by referencing its performance with Troemner. Troemner was acquired in August of 2016, so why is Mettler mixing its contribution with Biotix almost 2.5 years later?"

"BR promoted Itiviti as a 30%+ operating margin business when announcing the acquisition in late March 2021. However, when its audited and pro forma financials were later filed with the SEC, we see that its operating margins were closer to 20%."

"Extrapolating the anticipated Q1 18% sales contraction throughout the year would suggest that full-year FY20 sales could be as low as $276M - and this is before taking into account the potential effects of the pandemic on business performance."

"Evidence shows that sell-side analysts heavily promoted Stryker's acquisition of Mobius and Cardan Robotics, issuing glowing reports about how Cardan "significantly bolsters" its robotics expertise and made a "differentiated bet" in the space."

"It's worth highlighting that K2M Group’s co-founder and Chief Medical Officer was cited for having an abnormally large number of malpractice lawsuits against him, some of which were still in litigation at the time K2M was incorporated in 2004."

"The relationship between Shujia's year-end deferred revenue and subsequent-year recognized revenue is inconsistent with our understanding of how GZ 1-1 operates, supporting our view that Shujia was not consolidating all of the GZ 1-1 business."

"SCT's capital allocation framework and the strategic rationale behind it are vague and confusing. None of the free cash flow generated by the operating businesses is returned to shareholders causing many to ignore the value of those businesses"

"Spruce Point believes it is a huge red flag that Bunge failed to provide revenue projections for Viterra in its proxy statement which it likely had formulated if it were able to provide Adj. EBIT, EBITDA and Unlevered Free Cash Flow estimates."

"PLUG likely would not have been able to secure these deals without offering warrants to Walmart and Amazon. Yet management believes that it should get full credit for this as revenue, AND that the warrants should not count against gross profit"

"We note that the basis of efficacy and FDA approval is nothing more than a sharp and rather fortuitous separation in HQ-CT scores in placebo arm (n=39) vs. DCCR (n=38) in the last 4 weeks of the 16-week withdrawal period (+4.5 pbo, +0.4 DCCR)."

"Our sample is broad across geography and practice settings, representative, and captures the prevalent mood in the field toward Vykat, as the physicians we interviewed are highly-networked within the small world of PWS specialists and clinics."

"More comments to the same post – “a roller coaster ride over here…some days the hyperphagia is the worst it’s ever been”; “this is worrisome with more people saying this”; “the food seeking has now reached a level I didn’t think was possible.”"

"we see Dr Miller and we have ZERO plans on giving our 10 year old son this medication for many reasons...the side effects are very concerning to us...we might consider it but only at a point of desperation when we have exhausted other options."

"Prescribing only because of patient desperation and pressure; doesn't think it has much benefit and is “trying to undersell the expectations”; forced to prescribe only because there's a new FDA approval; doesn't “disagree” with insurer denials"

"He also expressed skepticism of pitolisant’s published hERG/cardiac safety study, calling the methodology old-school and primitive, and stated that he “would be surprised” if pitolisant “would get a passing grade” now on cardiovascular safety."

"In fact, this new disclosure proves absolutely nothing - it is an unverifiable, unaudited table of numbers in which QTT fails to even name the "state-owned and reputable financial institutions in the PRC" that supposedly hold ~75% of its cash."

"Disney may believe that price increases and “nickel-and-diming” of Cast Members and other costs is good for the bottom line... however, we suspect it is short-term thinking that puts the brand value and long-term health of the business at risk"

"Given substantial market fragmentation, further consolidation represents a significant value creation opportunity; however, it will require financial discipline and a proven ability to execute in order to take advantage of these opportunities"

"GFL's capex accounting irregularities should not be taken lightly by investors. Spruce Point has a strong record of success unearthing previously-unidentified financial strain among companies reporting irregular or inconsistent capex figures."

"Is that true and is that your long-term commitment? Are you actually still obligated to the interests of the company or do you now sooner use the company as a subsidy machine for your other business, as subsidy distributor for other business?"

"Given that the absurdly large size of its system dooms any commercial viability, IonQ has promoted a fake story around rapid miniaturization, claiming to have a small data center device by next year and one that’s desktop-size within 3 years."

"Spruce Point does not believe that this significant Non-GAAP add back is justified, and finds it concerning that management would choose to include it in Non-GAAP EPS just as it begins to face an increasingly threatening competitive landscape"

"Invisalign has diluted the orthodontic industry. They took away our exclusivity. The damage is done now.... We just don't trust Invisalign.... It is just a matter of time that I move as much of my case volume as possible away from Invisalign."

"AMR's Investor Presentation claimed 14.2 million tons of production in 2020. Another source suggests 14.37 million tons of coal produced that was sold in 2020. However, it's possible this includes tons produced in 2019 that were sold in 2020."

"Comparing Skechers' 2019 and 2021 10-Ks, the word count of the Business, Risk Factors, and MD&A sections have declined -71%, -17%, and -66%, respectively, and the page count of the Notes to Consolidated Financial Statements has declined -35%."

"The way the facility was built, it was leased, but the plant has been Oatly. That being said, I know they purchased it and totally overpaid for it, upward of $10m. I don't know why they would pay that much, but my jaw dropped when I heard it."

"We could locate no such exhibit, and it appears Twist didn't want investors to see it, and seems to have gotten away with "supplementally providing it" only to the SEC – presumably a busy staffer who didn't even notice the lack of an exhibit."

"Spruce Point is concerned to see WD-40’s CEO promoting his investment case on Jim Cramer’s Mad Money, a venue that attracts many retail investors. The CEO offered a perplexing view on his Company, claiming they are in the “memories” business."

"However, based on the past relationship between changes in accumulated depreciation and proceeds from asset disposals, dating to when Amdocs still disclosed proceeds from asset sales, we can estimate Amdocs' present proceeds from asset sales."

"Spruce Point questions what value has Saputo brought to various brands acquired from Dairy Crest? For example, Saputo's current website promoting the Country Life spread brand is identical to the legacy website, unchanged over multiple years."

"We do not believe Monster should trade at the same multiple as Coke. We believe Monster is more dependent on Coke than the other way around. We don't think investors are being compensated with materially higher growth to own Monster vs. Coke."

"Risk/reward imbalance warrants immediate market withdrawal. VYKAT XR lacks evidence of efficacy; and even if it was efficacious, the labeled indication for hyperphagia/appetite reduction cannot justify hospitalization and heart failure risks."

"Spruce Point has a track record of calls in the advertising technology and outsourced technology services industry. Notably, DV’s CEO was formerly the CEO of Telaria and was an architect of the merger with Rubicon Project that became Magnite."

"Axon's stock has traditionally been pitched by brokers with a large retail investor base / following that may not have an appreciation for its aggressive accounting, weak financial performance, and difficulties it will have expanding its TAM."

"Broadridge recently re-prioritized its risk factors noted under its "Forward-Looking Statements." While we understand COVID-19 is less of risk today, we are surprised to see BR emphasize changes in laws and regulations as the top-listed risk."

"Absent the contribution of Itiviti, BR’s recurring revenue capital markets business just barely hit the low end of its 5% to 7% organic revenue guidance range in 2022. Also BR did not explain an unusual increase in revenue from Itiviti in Q3."