Callouts & quotes from 26,677+ activist slides

"Skepticism among scientists makes it "really hard" to get the machine’s data through peer review, forcing "absolutely crazy" amounts of extra validation; struggle to publish papers given lack of trust by academics; vicious cycle as institutions can’t afford the machine, which limits the number of papers; BLI cutting themselves “off at the knees.”"

"A typo, error, or misrepresentation of his qualifications? We observe that the AJRD's CFO was represented as a CPA upon his appointment to the role in 2016. However, the Company has changed his bio to say he "successfully completed the CPA exam requirements". What's clear from his record is that his CPA expired in 2009, or more than 10 years ago."

"However, the seemingly unrelated symptoms, notable for an unusual prevalence of pulmonary involvement, share a key trait – they are consistent with hypereosinophilia, which can present as dyspnea, respiratory failure, pulmonary embolism or edema, thromboembolism, cardiac manifestations like cardiomyopathy, fever, rash and allergic reactions, etc."

"Management made a new category expansion into pools in 2023 with expensive porcelain, tile and mosaic offerings. However, according to industry bellwether Pool Corp (NYSE: POOL), consumer discretionary spending on new pools and remodeling is down 15-20% over 2023 and the company warned investors a month in advance of its July 25th earnings date."

"The two greatest days of DuPont share price outperformance since 2009 were i) the release of Trian’s White Paper in 2014 and ii) the day Trian’s stake became public in 2013. The next three ‘top days’ were driven by macro events (cyclical companies outperforming the market as sentiment improved in the financial crisis) and other exogenous events."

"The two greatest days of DuPont share price outperformance since 2009 were i) the release of Trian’s White Paper in 2014 and ii) the day Trian’s stake became public in 2013. The next three ‘top days’ were driven by macro events (cyclical companies outperforming the market as sentiment improved in the financial crisis) and other exogenous events."

"PepsiCo is undoubtedly one of the world's great consumer franchises, whose leading scale and iconic brands have propelled it to over 100 years of exceptional performance. Yet, the Company's strategic and financial challenges have recently led to poor operational results, sharp stock-price underperformance and a meaningfully discounted valuation."

"Spruce Point believes that Xylem's digital ambitions are failing, in part, due to its lack of commitment to growth capital spending. We observe that software spending growth is declining and not exceeding its amortization. We also observe that in the quarter before closing Evoqua, Xylem made its first software impairment in more than two years."

"Management touted Antuit as a "high-margin SaaS business" with revenue growth that doubled over a 3-year period. However, after obtaining Antuit's financial statements, we observe that revenue growth flat-lined in the year leading up to the acquisition, and its gross margin at 46.7% is wildly below the 70%-80% margins of typical SaaS companies."

"Plc Acquires Ltd: Each Ltd shareholder would receive one new share in Plc but this unification structure is not a viable option due to high regulatory clearance hurdles, dilution from Plc trading at a significant discount to Ltd and extremely high investor costs – including loss of all franking credits (present and future) and substantial taxes"

"Ex-employees elaborated on the lack of further opportunity in cell line development: already ran out of customers; already killed off the segment despite what they promote to investors; was always "a hard sell" as couldn't show their tool is any better than current methods; no incentive or ROI for customers to use BLI for cell line development."

"Spruce Point has taken a balanced view when analyzing the animal health sector, having identified what we believe is both an over-hyped low-quality company as a short opportunity (PetIQ: PETQ) and a well-positioned beneficiary of a corporate restructuring transaction presenting a long opportunity (Henry Schein: HSIC spin-off of Covetrus: CVET)."

"When I joined the business I think we had a 15% gross margin, but this just wasn't sustainable at that level of profit. And so the last round of label negotiations was about elevating the margins to a point where, I think, the business would self-sustain...So what was good for Spotify was good for the labels and that's why the margin increased."

"I find it difficult to think that they will be able to really penetrate even a limited market just because of the adverse effects, the need for very, very close monitoring...how that plays out in terms of the kids not gaining weight over the next five years and having a more normal life, I just don't know because I don't think that data exists."

"The buzz is only amongst people in the quote-unquote, Prader-Willi community. Maybe some pediatric endocrinologists that aren't part of an academic center have like 1 or 2 patients, and so they're interested in learning more. But people positioned like me are probably prescribing it, but with some question about how successful it's going to be."

"Spruce Point believes PowerSchool’s current share price presents asymmetric downside risk due to growing regulatory risks, a domestic customer base that is struggling to fund necessities, a flawed international growth plan, and nascent personalized learning products that we believe are unlikely to become meaningful contributors to bottom line."

"10kHz is not a magic number. The PROCO study by Simon Thompson shows that. It was a crossover study design that evaluated 1,4,7, and 10kHz stimulator frequencies. Each patient received each frequency for 2 to 4 weeks at a time and then rated their pain. Patients had no preference, suggesting there was no difference in pain relief by frequency."

"We are troubled that Soleno assessed electrocardiogram (ECG) results during the P3 study but the paper buries the results with no mention of ECG - which would capture abnormalities consistent with Vykat-induced heart strain and pulmonary hypertension, hypoxia-related changes, fluid overload, electrolyte-related changes, and hERG/QT elongation."

"Another question from Mr. Klein: Were any taxes connected with the acquisition and sale of shares - possibly all - by the Sambara Foundation incurred? If so, where were they paid for? After all, our company can't afford getting involved in a tax scandal. - We can't respond to this matter either as the company was not involved in this process."

"As Dexcom's remaining market opportunity is rapidly exhausted at its current price point, long-term Dexcom bulls are effectively betting that the Company will be able to overcome its extensive failures in bringing a down-market CGM to market - in addition to its monumental scale disadvantage - to produce a low-cost CGM at a reasonable margin."

"The smoking guns are a) six months of your emails are unrecoverable, which is scandalous, b) Deloitte confirms that you deceived investors about a ‘success fee’ in response to our questions about purchase consideration, and c) Deloitte confirms that you deceived investors about a potential money laundering transaction that we had highlighted."

"Spruce Point believes AMR is an ESG nightmare. Environmentalists and the public should be outraged to think AMR believes shareholders deserve rewards at this point. Spruce Point finds hidden liabilities, debts due to mine reclamation costs, pensions costs and compensating workers for black lung disease amounting to approximately $740 million."

"Most light- and heavy-duty truck OEMs are increasingly integrating telematics, modems, and safety cameras and accompanying data services into their commercial vehicles. Rather than solely representing a new channel, we believe that OEMs in the best case will compress pricing and in the worst case will increasingly represent direct competition"

"HIMS has made celebrity endorsement campaigns a cornerstone of its marketing effort. While these efforts have increased awareness, and we welcome the Company’s attempts to destigmatize certain conditions, we believe such efforts do little to build medical credibility or appeal to a broader audience beyond the Company’s core young demographic."

"HIMS has made celebrity endorsement campaigns a cornerstone of its marketing effort. While these efforts have increased awareness, and we welcome the Company’s attempts to destigmatize certain conditions, we believe such efforts do little to build medical credibility or appeal to a broader audience beyond the Company’s core young demographic."

"With Axon planning to triple the size of its new HQ, and Axon removing reference to "overhead allocation" to its Software and Sensors business, it would be able to allocate substantially more "overhead" to the slower growing Taser segment, while artificially inflating the segment performance of its faster growing Software and Sensors segment."

"We compare Bunge with a global set of agriculture trading and merchandising peers. Analysts often fail to include Bunge's global peers in emerging markets to formulate their valuation. However, it is not fair to ignore these companies since most of Bunge's assets and revenues are based in risky parts of the world such as Brazil and Argentina."

"As of the publication date of a Muddy Waters report, Muddy Waters Related Persons (defined below) are SHORT the securities of or derivatives linked to Eurofins Scientific SE (the “Covered Issuer”), and therefore will likely realize significant gains in the event that the prices of either equity or debt securities of a Covered Issuer decline."

"For QuantumScape to say we've solved this is disingenuous. Saying, like sulfides, they have dendrites, yeah sure, you can push dendrites, but I guarantee you, like send your separator to some lab and they push even current density through, you're going to have a dendrite form. I don't understand how you can say that and have a straight face."

"Xylem portrayed its ability to retire Evoqua’s debt and pay transaction costs with available cash from Evoqua and existing cash on its balance sheet. Total debt was illustrated to be $2.0 billion. However, in reality Xylem’s current debt rose over $500 million and it quickly filed a shelf registration the day after its Q2 2023 earnings call."

"Stryker claims that Vocera’s revenues weren’t a pull-forward of business from COVID-19, but reflected underlying growth of existing trends. Tegus interviewed a former Vocera technology professional who shared insights that the Company was a COVID-19 beneficiary from existing clients purchasing more devices and not net new customer purchases."

"This implies the real estate agent population could see a dramatic decline in the U.S. with minimal impacts to the consumer experience. We believe this would compound the issue of lower commissions for Zillow; not only would agents make less money, but there would be fewer of them to purchase Zillow’s services and/or to partner with on Flex."

"Skechers was the second worst performer during the mid-June Chinese Dragon Boat Festival promotional period. YoY sales were down -28%, significantly worse than other brands that largely posted double-digit or even triple-digit positive gains. Skechers’ discounting activity is also among the highest, consistent with our market conversations."

"Some bulls might argue that the unprecedented drop in crude oil is a massive windfall for WD-40. The Company says that 33% of its cost of to produce a can is petroleum-based specialty chemicals. Of course, the problem is that low oil prices are coinciding with severely depressed economic activity which we expect to materially depress sales."

"Spruce Point believes investors should be skeptical of the continued outperformance of PERI’s share price. PERI recently announced a CEO transition plan and then disclosed concerning revisions to accounting policies in its annual report. Insiders have been repeatedly liquidating shares and PERI reported its first cash flow decline in years."

"BR claims that management is compensated on segment profit, allowing it to elect to record certain segment operating and non-operating expense items in “Other”. However, this does not appear to be true as recent Proxy Statements do not reward management at all based on “segment profit”. As a result, segment margins are potentially inflated."

"Free cash flow growth should be a strong driver of equity valuation and sell-side analyst price targets. What we find is that Stryker's 2022E Free Cash Flow estimates have been contracting. Yet, not a single analyst has downgraded the stock, and in fact some brazen analysts claim shrinking Free Cash Flow merits a price increase and a "Buy"."

"The entire chain of transactions screams pre-planned, as evidenced by the lie about timing and attempts to obfuscate DFRL's roundtrip; Shunshun's apparent lack of suitability for a legitimate partnership; the quick flips of equity by short-term shareholders at seemingly significant profits; and egregious valuations that fail the laugh test."

"Heska Chairman Scott Humphrey's biography says he is a retired executive. It fails to disclose he is a Senior Advisor for a Canadian M&A called advisory firm called Clariti Advisors and a U.S. advisory firm called Sun Acquisitions, creating the potential for future conflicts of interest, as well as a director of two other private companies."

"We believe the Board's actions and preference for the status quo make it clear that the Board needs direct representation for common stockholders and new independent directors who will bring fresh perspectives, true independence, and a renewed sense of accountability to the Company, while putting the interests of common stockholders first."

"Use of Muddy Waters reports is limited by the Terms of Service on its website, which are as follows. To be authorized to access such reports, you must agree to these terms, regardless of whether you have downloaded its reports directly from this website or someone else has supplied the report to you without authorization from Muddy Waters."

"OTC flea & tick medication comprises 30-40% of PetIQ sales. Unfortunately, consumers have generally been shifting away from topical solutions in favor of orals. Meanwhile, declining Frontline effectiveness following a recent formula change, together with the arrival of cheaper competitors, has helped to shrink Frontline’s share since 2014."

"Instrument is prone to a long list of errors and malfunctions; "there’s always something" wrong it whether door jams, problems with cells; Pfizer has struggled for 2-3 years to optimize the machine; requires significant "chaperoning" from BLI; machine can’t even do functional assays properly which renders it useless for antibody discovery."

"PGNY often boasts that its network has the best clinics. However, we found that two clinics in the PGNY network have received FDA warning letters, four clinics that failed to report their outcomes data to the CDC for 2019, and nine clinics that were listed as unaccredited in the CDC's 2019 report despite having been in operation for years."

"CEO Wilson formed the Cuattro Foundation on 12/27/18, about a month after the November 2018 transaction with Heska. Given Wilson's history of related party transactions (read the Heska proxy related to the Cuattro Veterinary deal), we would love to review the foundation's activities, but it hasn't filed a Form 990 (as required) since 2018."

"Use of Muddy Waters reports is limited by the Terms of Service on its website, which are as follows. To be authorized to access such reports, you must agree to these terms, regardless of whether you have downloaded its reports directly from this website or someone else has supplied the report to you without authorization from Muddy Waters."

"What astounds me and really made me a little hesitant on the way here is that I know of no other company on the stock exchange where everyone, including all the analysts, are saying "buy" and the discrepancy between the price and lowest analyst target price - it was 62.50 euros, I think, from Kepler Cheuvreux - is so huge as in this case."

"Spruce Point has serious concerns with Mr. Starrett who joined the Board of Pacific Sunwear of California, Inc. (Nasdaq: PSUN) in 2003. In February 2005, the company issued a non-reliance warning on its financials and restated results after determining that its accounting practices related to leases and landlord incentives were incorrect."

"The poor economics of this business, in our opinion, fuel SOFI's need to issue equity. While there could be strategic value to the Student Loan business, given its direct economic costs, we believe that SOFI's principal reason for originating at these levels is to meet targets for management bonuses through manipulating their Fair Values."

"The CEO has been selling stock more aggressively since shares were relisted in 2020. However, even more concerning is that just in the recent eight-month period from Feb 28th – Nov 11th CEO Liang has sold the most shares in recent history. His stock sales are mirrored by the CFO’s sales, who reduced his holdings for the first time by 70%."

"Turner Networks are valued at 12.0x - 13.0x 2006PF OIBDA, in line with the trading levels of Viacom and Discovery (valuation is unfavorably impacted by the structure of the company) and a premium to the trading valuations of E.W. Scripps (which includes TV and newspaper assets). In comparison, TWX trades at a multiple of 8.3x 2006E OIBDA."

"Though Stryker's acquisition of Mako Surgical in late 2013 made it an early mover into the robotic-assisted surgery space, nearly all of its major competitors such as Zimmer, Smith & Nephew, Medtronic, J&J and Globus Medical have followed with acquisitions of competing systems covering not only knee surgeries, but also spine applications."

"Notably, not one of the releases below discloses a deal size – and all are silent on the critical question of whether they are undisclosed related parties – that is, whether Ginkgo or its investors like Viking are investors in the entities or are providing proceeds that will be round-tripped back to Ginkgo as “revenue” in coming quarters."

"Cintas repeatedly claimed in 2019 that capex, acquisitions, dividends and lastly share repurchase were its capital priorities. Yet, with capex stated as the #1 priority, it cut its capex guidance three times, and share repurchases soared to $1bn – making repurchases clearly the largest capital priority despite management saying otherwise."

"Lead Independent Director and Nominating and Corporate Governance Committee Chair Sean Aggarwal and Nominating and Corporate Governance Committee member Betsey Stevenson have overseen negative total returns during their tenures, lack financial sophistication based on their track records at Lyft, and support the dual-class share structure."

"I fail to see how any third-party payor would accept this as a treatment...I just find it very hard to think that third-party payers are just going to do that. It’s a bit like the Sarepta drug or something. You have one devastating DKA and heart failure. I think they had some serious adverse effects where somebody was admitted to the ICU."

"Mr. Nardelli is widely recognized as one of the best operating executives in the United States, having grown sales and profits of several businesses for nearly 30 years at General Electric Co., doubling the size of The Home Depot as CEO, then saving Chrysler and its iconic brands when the American auto industry began to collapse in 2008."

"Xylem claims that all YTD 2023 inorganic contributions to revenue are from the all-stock acquisition of Evoqua. However, Xylem also divested a $91 million Evoqua business. Furthermore, Evoqua made a minority stake in Idrica, and distributed its technology globally. Did Xylem book any inorganic sales from Idrica because it incurred costs?"

"Trian believes Mr. Winkleblack's substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."

"Trian believes Mr. Winkleblack’s substantial executive experience, including almost 12 years of service as Executive Vice President and Chief Financial Officer of H.J. Heinz Company, provides him with knowledgeable perspectives on strategic planning, international operations, acquisitions and divestitures and cost and financial controls."