Callouts & quotes from 26,677+ activist slides

"Just as the Company reaches a size at which continued M&A-fueled growth would require even larger deals, management is communicating that it no longer has sufficient cash flow to consistently support M&A from FCF on top of its fairly consistent $450-550M return of cash to shareholders, and that any M&A would have to come out of buybacks / dividends (if not the balance sheet)."

"CHD’s share price is inflated to an all-time high, and irrational valuation, as, we believe: 1) investors flock to the perceived safety of consumer staples amidst rising trade war tensions, 2) a belief that recent acquisitions will succeed in accelerating growth, and 3) recent price increases enacted to offset commodity inflation and tariffs can be reimplemented if necessary."

"Our Ukraine private investigator personally visited Kryvyi Rih National University and spoke with the Dean of the Faculty of Geology and Ecology who himself is a graduate of the program in 1989. He confirmed that the masters degree qualification did not exist in 1992. The official class of 1992 register also did not include Mr. Vannu Khounphakdee who claims to have graduated."

"Our Ukraine private investigator personally visited Kryvyi Rih National University and spoke with the Dean of the Faculty of Geology and Ecology who himself is a graduate of the program in 1989. He confirmed that the masters degree qualification did not exist in 1992. The official class of 1992 register also did not include Mr. Vannu Khounphakdee who claims to have graduated."

"In light of our findings that: 1) Generac's core and clean energy business dealership growth is slowing and it has lost partners, 2) Its PWRcell solar competitive advantage vis-à-vis Tesla's Powerwall has diminished, and 3) Some Generac dealers are engaging in allegedly misleading and deceptive marketing practices, we believe the CMO's departure should be a serious red flag."

"Article 24: Prescribes penalties, including confiscation of ill-gotten gains and fines up to 2 million RMB, for “an individual” who “commits any act as prescribed in Article 7 of this Regulation” and (a) “organizes and plans any pyramid selling,” (b) “introduces, induces or coerces any other person to participate in pyramid selling,” or (c) “participates in pyramid selling.”"

"After reviewing the details provided, we regret to inform you that we are unfortunately unable to confirm this booking. In accordance with our internal policies and our responsibility regarding the accommodation of minors, as the information currently provided does not allow us to verify this requirement, we are not in a position to proceed with the reservation as requested."

"We find it interesting that Amdocs executives continue to invest with each other after leaving the Company, and feel that this does not reflect well on how they may treat their stewardship of Amdocs – perhaps less as people building a company for the long-term than people looking to get a return on their personal investment, maybe through financial engineering if necessary."

"How can TurboTax disclosed Paying ARPR only increase 7% from 2020 to 2023 when (1) Online and Live average list prices rose 10% and 9%, (2) Intuit launched the highest ASP Full Service offering in 2021, and (3) we estimate that higher list ASP Live as a percent of total paying returns grew from 7% to 18% over the same period. We believe this suggests weak price realization."

"The other three members of Intuit's Audit Committee also raise eyebrows. While we don't question the accomplishments of Directors Burton, Dalzell, and Yuan in their respective fields (legal, technology, and engineering), we do believe Intuit's Audit Committee could be strengthened by the addition of executives with more extensive auditing and financial management expertise."

"We see a major red flag that REZI has made four separate revisions to its capex nomenclature on the Consolidated Statement of Cash Flow. The revisions make it appear as if REZI is trying to obscure its technology spending which we view as enormously important given its recent disclosure of ERP challenges and the importance of technology in its product and service offerings."

"The bull case - a multi-organ platform - leaves out a few inconvenient facts: it flopped in Europe; has no kidney product, the largest market by far, as a cheap device has a lock with 90% share; lung, its first FDA-approval in 2018, is a colossal failure; heart, approved in 2021, is crashing and burning; leaving it, best case, as a one-trick pony for a single organ - liver."

"It sounds as if IPX's potential customer funnel has been dramatically reduced. After indicating that 200 potential customers had signed NDAs in October 2024, IPX said customer activities accelerated by June 2024. IPX now says it counts ~100 active potential customer programs which suggests that at least 50% of the potential customer pool may have already declined interest."

"Looking carefully at AMR's reported interest income relative to its unrestricted and restricted cash balance we see a startling observation: AMR reported an effective savings rate of between 2 and 6 basis points in Q4 2021, depending on whether it earns interest income on restricted assets. This could indicate that AMR was nearly out of cash and draining capital resources."

"By resigning on November 27, 2021, former CFO David Barter walked away from over 900,000 options with a $17.10 exercise price. The share price was around $38 at the time, and the options had nearly $20m of intrinsic value. One plausible explanation is that the former CFO thought by the time he could exercise the remaining options, the stock would be below $17.10 per share."

"We believe Disney should take more “shots on goals” and increase creative risks outside of its core franchises, similar to Netflix – explore allocating more budget dollars across lower-cost, easier to produce projects to further balance Disney’s higher-cost franchise content; prioritizing “retention” content spend should diversify away the risk of expensive streaming flops"

"The KOL stated that these two cases of diabetes – on a relatively small trial size – are under-the-radar and seemed to hint at pressure to stay silent, perhaps from a patient association or Soleno – “...and they’ve been told, like they’re pretty quiet about it...FYI, they don’t really feel comfortable telling other people about it because they don’t want to scare anybody.”"

"Based on Spruce Point's forensic review of MDA, it appears the Company was not only struggling to cope with the levered acquisition of Space Systems Loral (SSL), but also using aggressive financial presentation and accounting methods to deflect its underlying problems of order declines as new high-throughput satellites and low-earth-orbit (LEO) constellations come online."

"He explained that one of Twist’s fundamental competitive weaknesses in NGS was its inability to make primers, which are “a huge portion of the [NGS] market,” which means “they are lacking in the ability to grow” – “everyone makes a kit that’s just as good as the other...it’s not a huge difference...if I were to run all kits side-by-side, you wouldn’t see much difference.”"

"Spruce Point believes that IAS is undervalued relative to DV and that the gap should narrow. We believe IAS offers greater exposure to faster growing and less saturated international markets. We also believe IAS has better patent coverage, financial reporting transparency and stronger equity sponsorship. We are long IAS as a relative value hedge for our DV short position."

"The OCS Specialist indicated the practice of flying in nonlocal teams is now the norm, not an outlier, suggesting fraudulent air billing on a vast scale; and that it began only after TransMedics purchased its own jets, providing further evidence that the real purpose of the NOP’s air transport operation is to inflate charges to transplant centers, not to drive efficiency."

"We note that the package insert says that the drug "has no appreciable binding to other histamine receptors," but the only source appears to be a 2006 preclinical paper by Bioprojet scientist Xavier Ligneau, a member of Schwartz’s inner circle and whose work other scientists have stated is not reproducible in their labs, leading us to take his papers with a grain of salt."

"In an absolute best case scenario in which ABML successfully builds and ramps its facility, secures adequate battery supply to operate at full capacity, and finds customers willing to purchase material at ABML’s estimated prices, and assuming ABML should trade in-line with a mix of battery value chain and recycling players, we believe ABML is worth less than $1.00/share."

"Manulife argues that “premium” refers only to payments that could reasonably be assumed to fund the life insurance portion of the contract. However, the court could find that a policy owner would understand “premium” to mean any and all monies paid to Manulife, especially if an average insured viewed the policy as an investment (rather than just a life insurance policy)."

"The original statement made in the prospectus that “save for their role as distributors… Mr. Su Weiqing or Ms. Wang Shuying having no relationship with our Group, our Directors or senior management, our shareholders or their respective associates aside from being a distributor” is clearly contradicted by representations to the media and the information in the SAIC files."

"To estimate 2016 revenues per program, we used the following data and estimates: Our revenue cohort assumptions for 2016, 2016 revenues by school disclosed in company filings, 2016 top ten programs by new student enrollment, Tuition data (credits to complete degree and cost per credit) obtained on schools websites where available, UNC enrollment data (from FOIA request)."

"It appears that no matter the auditor in 2017 or 2022, there's a consistent warning that a critical audit matter relates to the carrying value of the assets. The current auditor is evaluating the historical EBITDA projections vs. actual. Based on our review, management was overly optimistic about access to milk for production, and EBITDA margins have materially declined."

"DV's Chief Marketing Officer (CMO) is Dan Slivjanovski and his biography says he was CMO and COO at RhythmOne. However, it was formerly known as Blinkx and listed on the London AIM. Blinkx was a spin-out from Autonomy whose founder Mike Lynch was arrested for fraud. While CMO at Blinkx, an influential Harvard professor alleged that the product was defrauding advertisers."

"During 2016, expenses were reclassified from sales and marketing expenses to cost of revenue and general and administration for one of our businesses. The expenses moved to cost of revenue are traffic acquisition costs in nature and more appropriately classified as costs of revenue, and the other costs more appropriately classified as general and administrative expenses."

"The ex-employee indicated internal disappointment among Soleno staff as trial data rolled in – “they want to believe it works...that was not my immediate reaction to what I saw...the person [who ran] clinical development also felt the same way...we were disappointed to not see what we were expecting...no matter how you slide and dice it, the data is there the way it is.”"

"The Zio AT has long been promoted by iRhythm management as a strategic product because (1) it addressed the risk (marginally) of being a single product company, (2) it increased (marginally) the Company’s addressable market, (3) it represented a growth opportunity given iRhythm’s low MCT market share, and (4) it received about 4x the reimbursement of the Zio XT/Monitor."

"MSCI's Director Catherine Kinney has been involved with SolarWinds (NYSE: SWI) since its IPO. She served as the Chair of the Nominating and Governance Committee which was responsible for firm-wide risk management and was also a member of the Audit Committee. Spruce Point finds it alarming that the SEC recently charged SolarWinds with fraud for internal control failures."

"A hallmark of inflated profits is inflated assets. Through a Chinese attorney our investigators obtained the recent tax fillings for Mettler's 10 China subsidiaries. We find Mettler's assets in China as depicted from tax filings are materially lower than assets depicted at the consolidated level in Mettler's SEC reporting. We also could not account for some of its cash."

"Everyone again feels that Nevro just cherry-picked their PDN study because diabetics are notoriously not compliant. That's why they have diabetes to begin with. And Nevro cherry-picks picture-perfect diabetic patients that always take the medication, their A1C was always below 7 and that's not realistic. That's not the average American that eats hoagies in Philadelphia."

"The “Never Events” which MGH stated occur with weekly regularity refer to the practice of allegedly flying in multiple jets for a single organ recovery, a recurring theme in our transplant center interviews – “a free check to drive up the cost...any time that two planes fly in...I mean, this just happened the other day...indiscriminate use just to drive up utilization.”"

"There's already evidence that Porch is failing to meet its financial objectives. The Company claimed it would complete the transaction with $205m of cash and no debt. Yet, it ended up with more cash than projected, but its debt balance is still claimed to be $40m in Porch's investor presentations. This figure is actually contradicted by Porch's 2020 10-K to be $50.8m(1)"

"In light of the prevailing restrictions on non-emergency dental activity and expert predictions which indicate that the coronavirus may linger for months into the future, Spruce Point believes that it is not outlandish to believe that, not only could US volumes collapse to near-zero in Q2, but that volumes may remain heavily depressed through the remainder of the year."

"Among the distortions employed by the Company to hide management's history of value destruction, Arconic's purported TSR calculations assume an arbitrary start date that essentially matches a multi-decade low in the trading price of Alcoa Inc., a fundamentally flawed approach that ignores the fact that Alcoa's peers hit their lows on different dates than did Alcoa Inc."

"As referenced in a pending shareholder lawsuit (Glazing v iRhythm), following iRhythm’s receipt of the additional Form 483s in July 2024, Capitol Forum revealed that former employees of iRhythm accused the Company of directing them to delete patient data from its final reports that was not transmitted (and thus subject to physician notification) during the wear period."

"Amcor's CEO touted "flow forward" instead of "flow back" from a cross border deal. Flow back occurs when investors sell an acquiror's shares in a cross border deal, usually from technical considerations. Our analysis calls into question his statement, and shows that actual fundamental owners of Bemis have been selling, while index/ETF owners have only moderately added."

"The problem with these trials and all trials of patients with rare conditions, and I suppose the Prader-Willi patient is the same when I've tried to recruit patients for other trials for Prader-Willi Syndrome, the ones who I think may benefit because they have got issues with weight gain and so on, are often the ones who are reluctant to participate in clinical trials."

"Aqua failed to establish that the sewer system under Aqua’s ownership will affirmatively promote the service, accommodation, convenience, or safety of the public and the evidence did not establish that any benefit to be realized from the proposed transaction would outweigh the harms to current Aqua water and wastewater customers or existing Willistown sewer customers."

"There are various legal cases that don't paint Momentum in a favorable light. Notably, plaintiffs are alleging aggressive telemarketing campaigns violating the Do Not Call list. Also a messy civil case between Vision Solar and Momentum has resulted in a NJ Court finding that Momentum's SVP Finance & Accounting under direction of counsel committed “Fraud on the Court”."

"Discussions with numerous urologists supported our thesis that (1) Procept cannot address the entire BPH patient population with equal competitiveness, (2) any trend toward earlier treatment (of smaller prostates, by definition) disadvantages Procept, and (3) Aquablation is most competitive with larger prostates, which represents the smaller segment of the BPH market."

"Spruce Point believes that IoT is an old technology that has suffered from adoption headwinds and poor profitability. Recall that even C3.ai was C3.IoT before its business model pivot. We find a common theme among technology stock promoters: they typically rely heavily on targeting retail investors to sell their story of large profits and riches from buying the stock."

"So to go roll out a bunch of markets, which is why we took a massive step back, it's like Zillow would've been not profitable for a very long time to be able to not only flip these markets, get these agents, identify the top agents that actually can convert, get these agents to convert with the lack of inventory on the market, wait for these leads to actually convert."

"The investigator thoroughly trashed Vykat and the clinical trials, stating he saw no benefit in any of his enrollees; that he "encouraged them not to continue" into the open-label extension; that only one patient remains on drug, for a discontinuation rate of ~80%; and that he is skeptical of the mother’s perception of benefit in the one remaining patient on the drug."

"Generac lists PR-NA Industries as a Florida subsidiary. According to the Florida records the entity is active. However, according to its parent company in Italy, the entity has negative net equity and has been fully written down in previous years. If this is the case, why hasn't Generac recorded any impairment charges and why is it keeping an insolvent entity active?"

"We believe it's time for Stryker's failing business strategy to end. The Company needs to take a hard stance that management's blunders are no longer acceptable and that it's time to reposition Stryker from a growth by terrible acquisition story, to one committed to internal investment, fixing cost bloat, improving manufacturing inefficiencies, and returning capital."

"Spruce Point observes that insider stock sales began around the time the CFO and CRO departed. CEO Movchan also started selling stock at year end 2023 with two large blocks of 100K and 150K at $10.00 per share. In addition, the new 10-K reveals that CEO Movchan enacted a 10b5-1 program on March 14, 2024 to enable the sale of up to 400,000 shares through Dec 31, 2024."

"AMR prominently promotes how valuable its 65% ownership in Dominion Terminal Associates (DTA) is to its export business, claiming export sales are primarily shipped through it. We will show how AMR gets all the benefits of owning and using the DTA, while avoiding any impact to its key performance metrics such as "cost of coal sales", EBITDA, and operating cash flow."

"Part II: Twist’s “DNA chip” narrative - 10,000X higher throughput and lower cost - is fraudulent, covering up a manual, labor-intensive, and fatally-flawed manufacturing process crippled by errors, bottlenecks, and pitiful yields – thereby driving gross margins we estimate to be negative, not unlike Theranos which claimed to run blood tests on its “chip” but wasn’t."

"We hereby inform you that Bluebell Capital is prepared to withdraw our proposal to amend the Bylaws (Item 6), subject to the following condition: BlackRock must irrevocably commit to adopting a policy – to be effective from BlackRock’s AGM 2025 - that mandates an independent Board Chair, with an announcement to be made to the market by April 15, 2024 to disclose it."

"We hereby inform you that Bluebell Capital is prepared to withdraw our proposal to amend the Bylaws (Item 6), subject to the following condition: BlackRock must irrevocably commit to adopting a policy – to be effective from BlackRock’s AGM 2025 - that mandates an independent Board Chair, with an announcement to be made to the market by April 15, 2024 to disclose it."

"We cannot reconcile REZI's acquired revenue from 2022 during the critical acquisition of First Alert. REZI also closed three other small acquisitions during this period and generally reported the revenue contribution from acquisitions to total and segment revenue. REZI implemented multiple restructuring programs in Q4'22 despite First Alert performing ahead of plan."

"We believe QuickBooks churns a high number of customers simply because micro-businesses have a high failure rate. Moreover, on the other end of the spectrum, companies that have matured and grown, arguably QuickBooks' best customers, churn as well because at some point they simply outgrow QuickBooks and need a more sophisticated or broader solution such as NetSuite."

"When AMR eliminated its Trading & Logistics segment in Q2 2019, it was merged with the CAPP Met segment. We investigated to see how AMR would restate its historical financials by combining these two segments. In the 2019 Annual Report, we see that AMR restated the segment which resulted in the segment's coal margins magically increasing by 4.7% without explanation."

"Yundong's function is more about help them to find people, like looking for the operating and managing personnel. More about HR, help branch companies to find people. As to the specifics of the operations and channels, the decisions are made by the branch companies, HQ is to supervise the push the branch companies. Yundong is more about the managing HR and finance."

"If we adjust Amdocs' EPS for its percentage-of-completion items and 75% of newly-capitalized software, on the assumption that 75% of the change in the unamortized software account represents capitalized costs – we observe that Amdocs EPS could have been overstated by up to 15% if the observed percentage-of-completion items represent improperly pulled-forward sales."

"UEC's Hobson Processing Facility in Texas is a cornerstone of its marketing to investors and appears on the last slide of its investor presentation. In February 2023, UEC showed an image with a group of people touring the facility. However, according to Google Maps archives the facility sign was blank at the time and recent corporate filings indicate delinquencies."