Callouts & quotes from 3,339+ activist slides

"We Believe the Loss of Government Funding for Pentagon Contracts That Had Comprised Up To 86% of Recognized Revenues, and Additional Bookings of $54.6 Million Led to Potentially Illegal Insider Sales, Massive Dilution, and a Desperate Rollup of Non-Quantum Computing Businesses"

"Spruce Point believes there are better points in the home purchasing timeline to build stronger relationships with potential home buyers, and through professionals that have developed deeper relationships with customers (eg. Real estate brokers, mortgage brokers and lawyers)."

"We believe a meaningful share of NCAA handle is driven by college students, since Kalshi is 18+ versus OSBs at 21+. The result: Kalshi is capturing would-be DKNG users three years before they can legally bet on sportsbooks, potentially hurting DKNG’s future pipeline of users."

"Spruce believes Kalshi and other prediction market entrants (e.g., Polymarket) represent a much larger threat to DKNG than to Flutter (FLUT). DKNG is almost entirely U.S.-dependent, with ~61% of its total revenue coming from its U.S. sportsbook, compared to just 29% for FLUT."

"Notice how ABML issued a press release that announced a $4.5m DOE grant, whereas days later American Lithium issued the same press release but clarified their role along with another partner. We believe this illustrates how ABML tries to glorify its position in the industry."

"Given the various concerns we've documented in our analysis of Perion's revenue and customer inconsistencies, along with shrinking accounting disclosures, we believe shareholders would benefit from a fresh pair of eyes with a new external and internal audit firm and partner."

"Starboard believes that Mr. Feld's experience as an active stockholder, board member, and expert in capital markets and corporate governance practices, as well as his knowledge of intellectual property licensing, will enable him to provide invaluable oversight to the Board."

"It’s easy to claim your algorithm is accurate when the data used to evaluate its accuracy excludes mistakes. We believe these failures of simple data analytics (far short of anything approaching AI) reflect poorly on iRhythm’s internal capabilities and external motivations."

"Moreover, we believe that there is a material risk that any insurance covering potential claw backs may be void if there is a determination of tax fraud, which could subject RUN and the tax equity investors to significant liabilities, and ABS holders to reduced cash flows."

"Despite a recent Board overhaul, we believe the fundamental dynamic remains unchanged: there is no effective counterweight to the Greenbergs, who have consistently demonstrated a disregard for adhering to best practices in public company and corporate governance practices."

"Stryker is adding more buckets for charges. If the effects of COVID-19 and any recent headwinds were short-term, we don't believe they'd be “terminating sales relationships in certain countries”, “eliminating product lines” and “impairing long-lived and intangible assets.”"

"AOL has used the valuable cash flows generated by its declining Access and Search businesses to fund what we believe are massive losses of more than $500 million per year in its Display advertising business in pursuit of its goal of becoming a premium online media company."

"A close look at Nuvei's working capital and balance sheet reveals that payables are being increased at a faster rate than receivables. Working capital is turning more negative. We believe this is helping to generate cash flow in the near term which may not be sustainable."

"While adding a new independent director with retail experience is a step in the right direction, we believe Mr. Massey’s nomination was reactionary to our involvement and we question whether the Board would have taken such action were it not for our pending proxy contest."

"Not only has Olive Garden management apparently failed to create new solutions suitable for the current environment, we believe it also greatly undermined the foundation of the business by losing sight of the brand image and value proposition that resonated with customers"

"Not only has Olive Garden management apparently failed to create new solutions suitable for the current environment, we believe it also greatly undermined the foundation of the business by losing sight of the brand image and value proposition that resonated with customers"

"Our goal is to represent the best interests of all stockholders, and we believe that our Nominees have the experience and track record to drive the much needed oversight and accountability at Box that will put the Company on a path to significant long-term value creation."

"We believe core earnings is a more accurate metric to measure the financial performance of a specialty finance business. Sunnova's core earnings have continued to decline, and we believe it is unlikely NOVA will ever be able to maintain a sustained level of profitability."

"We believe the DNA data storage initiative is vaporous, simply a scam to keep promoting the stock with vague, incoherent aspirational statements – and mostly to provide another cover for what we believe to be its rampant misclassification of COGS as R&D expenses or capex."

"Spruce Point believes that the economics of hydrogen refueling stations are so poor, 12.5 years to repay investment amount without overhead (based on Foshan refueling station economics), that they will never be built barring significant sustained subsidies from government"

"We believe the Pros of doing this Transaction far outweigh the Cons of having a temporarily lower rating. Post-Transaction, the Company will have improved access to capital and lower capital needs. As such, credit ratings will be less material to Target Corp going forward"

"Spruce Point believes there is significant downside to Lightspeed’s share price as the Company appears overvalued on both revenue and gross profit metrics, and should trade at a material discount to peers given the strong evidence we’ve presented of its inferior business."

"The market expects FIGS to continue top-line growth in the mid 20% range while accelerating EBITDA margins. As a result, the market ascribes FIGS a rich revenue multiple of approximately 4x. We have shown why we believe there is substantial room for multiple compression."

"For the first time in Q2 2019, MPWR disclosed “Company A (direct)” as a material customer and accounting for 16% of accounts receivables outstanding. We believe this supports our opinion that MPWR’s distributor channels are full, and it is now going direct to a customer."

"We believe it is more than a stretch for Samsara to position vehicle telematics and safety cameras as the “operations cloud” when their solution does not address the numerous other core operational processes such as production, supply chain, inventory, or route planning."

"We believe the optics and appearance of these events is an off-balance sheet engineering structure: DGC's losses and debt were kept off SGHC's financials through the 2021–2022 SPAC marketing period and first year of trading, even as SGHC guaranteed DGC's loan facilities."

"As we articulated earlier with numerous supporting points, Spruce Point believes Stryker's valuation multiple is rich and needs to compress. Given the stock is heavily levered, there's a wide range of downside price targets sensitive to which metric Stryker is valued on."

"We do not believe this adjustment is appropriate as it represents a material element of your customer arrangement (i.e., a sales incentive) and could lead investors to improperly infer that you would have generated the same revenue levels without granting this incentive."

"Given the strategic overlap between Valeant and Allergan’s product portfolios and Valeant’s superior cost structure, operating model and capital allocation strategy, we believed a merger between Valeant and Allergan had the potential to create enormous shareholder value"

"We believe 2015 EPS will likely be between $2.60 to $3.20. At a 13x P/E, the total value per share at year end 2014 is $36 to $43. If same-store sales remain flat for the next several years, year end 2014 total value per share is $28, driven largely by share repurchases"

"We believe Boot Barn is pursuing a non-sensical large store physical retail expansion strategy in a niche market with a brand identity problem and is losing competitiveness to western competitors and broadline retailers with stronger omnichannel marketing and ecommerce."

"Given the strategic overlap between Valeant and Allergan’s product portfolios and Valeant’s superior cost structure, operating model and capital allocation strategy, we believed a merger between Valeant and Allergan had the potential to create enormous shareholder value"

"We believe that SGHC's multiple is likely to re-rate lower as its revenue and earnings power declines from rising regulatory risks and taxation costs, disruption from prediction markets and concerns about its financial reporting accuracy related to Raging River Trading."

"Related-party “customers” appear to be staffed with what we believe to be loyal, longtime Ginkgo plants in critical positions, who we think rotate from entity to entity to ensure that the entities play ball by round-tripping revenue back to Ginkgo via foundry R&D spend."

"If Medtronic's claims regarding its current share and share trajectory are at all credible – and we have no reason to believe that they are not – then sell-side market share estimates for Penumbra, and sales growth estimates by extension, are off by a tremendous margin."

"We believe it is Clear that the Current Board Has Failed in its Oversight of the Company and that Shareholders Deserve and Require Board Representatives Who Are Not Only Incredibly Well-Qualified and Experienced, But Who Are Committed to Holding Management Accountable."

"We believe Skechers' revenue growth over the past five years has largely been the product of two very simple and transitory catalysts. Approximately 60% of total revenue growth has come from the international wholesale business, and about half of that from China alone."

"We believe our Proposal can potentially increase McDonald's share price to $50 per share. In addition, we believe McDonald's strong management team, running a world-leading brand, can create significant additional value based only on incremental operating improvements."

"Spruce Point is amazed that not a single analyst is willing to offer a “Sell” opinion on HIMS. We do not believe the analysts have conducted a critical evaluation of the Company’s business prospects with the same analytical rigor and skepticism applied by Spruce Point."

"Our WFG recruiters made several probes into our personal lives during our recruiting calls. We believe these were high-pressure tactics used to play on our emotions. The recruiter also frequently referred to us as their friend, likely to deepen the personal connection."

"We believe that a key part of TransMedics modus operandi is preventing its procurement surgeons from communicating with recipient surgeons and centers, in order to conceal or overrule their concerns about defective or unusable organs when they arrive at the donor site."

"Spruce Point Conducted Proprietary Analysis To Investigate Vets First Choice’s (“VFC”) Recent Performance And Believes There Is A Window Of Opportunity To Purchase Shares Of HSIC Today At A Steep Discount To Where Wall Street Analysts Will Eventually Value The Company"

"Avery is more expensive and levered than it appears. We believe Avery inflates Adjusted EBITDA and EPS with dubious restructuring add-backs. In addition, it obscures reporting of operating leases, which are also debt, and ignores pension and environmental liabilities."

"With Penumbra more penetrated than the sell side believes in the peripheral thrombectomy market – a market which is already more crowded and competitive than the neuro market – we believe the Company's runway for growth is far more limited than is generally perceived."

"We believe this repeated behavior is the outcome of broader and more systemic problems, including a poor corporate culture that appears to reward loyalty to the founder over performance, a Board that has failed to provide true accountability for delivering on results."

"Spruce Point believes that - while, to date, most offices have announced closures only through April or May - Align is put at particular risk by the ongoing pandemic, and that investors have not yet properly taken the associated near-to-medium term risks into account."

"Spruce Point believes Sunrun's inclusion of financing companies in its peer set is appropriate to represent the financing and leasing aspect of Sunrun's diversified solar business. We believe these peers are more relevant for Sunnova's pure financing/leasing business."

"We believe that Mr. Yanker’s significant managerial and operational expertise gained from his extensive experience advising and consulting for senior management teams, together with his public board experience, well qualifies him to serve as a director of the Company."

"Spruce Point believes it's a classic red flag and sign of financial strain when GAAP figures become increasingly divergent from the "Non-GAAP Adjusted" figures highlighted by management. We observe that Stryker's EBIT adjustments are now almost 70% of its GAAP figure."

"We believe investors should not discount PGNY's private company competitors, as they have material scale, comparable (if not superior) business momentum, and financial backing from leading investors (including a leading PGNY client in the case of Kindbody and Google)."

"Amcor trades in excess of its long-term forward EV/EBITDA and in-line with its forward EV/Sales multiple. In the context of evidence that both Amcor and Bemis are experiencing declining revenues, we believe Amcor should trade at a multiple below its long-term average."

"Believes Company Announcement to De-Stagger Board Two Days Before Annual Meeting and 10 Years after More than 85 percent of Common Shareholders Voted for this Measure is Too Little Too Late and Fails to Address Deeply Imbedded Issues with Taubman Governance Structure."

"We believe the market ascribes a premium multiple to MPWR based on faulty assumptions about it business; notably, that it has takeout potential, and a defensible, low cost business model that is durable enough to withstand cyclical economic and competitive pressures."

"Given the enormous difference in our results, we believe the simplest explanation for JLL’s valuation findings is that three of the six comparable properties were cherry-picked, with several smaller, higher valued properties employed to push up the average value/sqm."

"Spruce Point takes issue with Oatly’s first slide of its June 2021 Investor Presentation. The analysis is based on a 2013 study (updated in 2016) which doesn’t include its recent expansion into the U.S. and Asia, which we believe has been poorly planned and executed."

"Excluding Mr. Shoiry’s ownership, the remainder of the Board owns just 0.05%. We believe the announcement that Mr. Shoiry is retiring from the Board is a step in the right direction. However, we believe the timing is very suspicious considering our report’s findings."

"Women make up 67% of ELF’s Board, 56% of senior leadership and almost 80% of all employees. Therefore, we believe its brand equity and success is highly sensitive to the perception that it supports organizations with positive connections to women’s health and rights."

"We observe that Axon just reported its worst Q1 cash burn in its public history. Management is claiming this is due to the Taser 7 ramp, and trade-in credit terms. However, we believe there are other factors at work that will cause cash flow to remain under pressure."

"Intuit has reclassified hundreds of millions of dollars of segment operating expenses to the corporate level, which, absent more details about the changes, leads us to believe Intuit could be obfuscating the true labor costs related to its growing "expert" platforms."

"Spruce Point believes BR's real serviceable addressable market may actually be lower than the $5 billion that Broadridge promotes because it includes financial institutions' in-house solutions which are likely to be sticky, entrenched and difficult for BR to replace."