Callouts & quotes from 26,677+ activist slides

"Companies must be agile to adjust rapidly while testing new innovative services both in B2B and B2C, this requires a « new mindset » bringing the entire organization in a new era, thinking « out of the box »"

"GINGKO BIOWORKS announced a purported “$150MM deal” with BLI in 2019. We spoked with two Gingko executives, both of whom hesitated and expressed concerns when we asked if they’d ever personally invest in BLI"

"BLI instrument is prone to a “lot of false positives and negatives”; the machine’s throughput is poor for antibody discovery efforts; and is at least 4X as expensive as its closest substitute, FACS machines."

"GINGKO BIOWORKS executive #1 was surprisingly cautious given the purportedly “$150MM deal” with BLI: “jury is still out” and too early to say whether the tool can compete against other screening technologies"

"Spruce Point interviewed a former Stryker M&A professional who provided some startling insights about Stryker having been burned before by acquiring overstated inventory and performing limited due diligence."

"There were early signs of challenges with Vocera Communications. Not long into its life as a public company, securities litigation alleged that management misled investors with overly optimistic projections."

"But therein lies a key to the fraud - while Lasertec claims to have the highest profitability, its cash conversion is the lowest - a striking anomaly at the center of the largest corporate frauds in history."

"Changke Liu, the founder of Changing Edu, appears at the bottom as the legal representative of Guangzhou Shujia, but there is no suggestion GZ 1-1 is outside of Haoweilai or actually belongs to Changing Edu."

"John Rego, Telaria’s CFO and CAO at the time of the merger, was CFO and CAO at Vonage during a period it surprised investors with a material weakness of financial controls that required financial restatement"

"What more evidence is needed that Telaria is being run as a separate business than current employees in key product, strategy, finance and accounting roles still representing themselves as Telaria employees?"

"We believe Olam management could be using its desired net income as an input rather than an output when constructing its financials, and that the reported figures might therefore be misleading for investors."

"We recognize that Olam could be staking out a negotiating position; but, if we assume that Olam wants to pass the laugh test in its appeals, these 90% proposed reductions should not be too far from the mark."

"After prorating our data to the number of days in the 3rd quarter, we estimate that Lianjia’s existing home sales GTV was approximately RMB ~161 billion in 3Q21, which suggests BEKE inflated the GTV by ~15%."

"As Korea's preeminent business group, it is time for Samsung to lead the way on governance and capital allocation, and to help eliminate the "Korea Discount" to benefit Korean markets and society as a whole."

"Why is this? Only the SONAR authors can say for sure, but we believe the likeliest explanation is a systematic attempt to misrepresent the data to make them appear more favorable to atrasentan than they are."

"We believe PGNY needs the clinics more than they need PGNY and that short, 1-year clinic contracts only increase clinic network negotiating leverage, which we believe may pressure PGNY margins going forward."

"To be conservative, we have assumed that the agencies will take a “De-consolidated View” and Target will maintain solid investment grade ratings in the Mid - High BBB/Baa category (versus A+/A2 rating today)"

"Spruce Point frequently finds that companies with poor ability to meet capex targets suffer from larger challenges including unstable or worsening end markets or simply poor financial planning by management."

"Comparisons to each of the peer sets indicate that our shareholders are well-served to invest their money with ADP, rather than investing in these other universes of companies (over any relevant time period)"

"We estimate $822 - $966 million of additional liabilities (beyond the convertible bond notional) are not being factored into Aerojet’s valuation, allowing some analysts to claim it is “cheap” on the surface."

"KOL's provided other reasons for explants beyond device failure and lack of efficacy, such as “intolerable” patient discomfort, “untenable” recharging requirements, adverse effects, and improper indications."

"New long-term incentive plan rewards measurable results: organic sales growth, gross margins, and credible ROIC targets while retaining certain sustainabililty elements, but focused on verifiable benchmarks."

"Buying of AOS has steadily transitioned, particularly since Q4 2018, from U.S. fundamental oriented investors to passive vehicles, quant funds, foreign investors and sustainability funds (e.g., water funds)."

"The details the Utah surgeon shared are shocking – that TransMedics allegedly bills them for multiple private jets even both the donor and recipient are both “just down the street from us” in Salt Lake City."

"We also note the cluster of fifteen “consulting” payments of exactly $50,000 each, mostly paid on the same day to various doctors – suggestive of kickbacks – as well as other suspicious clusters in the data."

"Competent competition from growing industry players – Dollar Tree Canada, Miniso, and Amazon, among others – could be the straw that breaks the camel's back for Dollarama’s profitability or growth (or both)."

"Given the transformational shift in Sony’s gaming segment from a cyclical hardware-driven business to a recurring software-driven business, we believe this business warrants a higher valuation multiple today"

"The console game market is becoming inherently less cyclical, because new consoles have: (1) standardized PC-based architecture, (2) full backward compatibility, and (3) greater reliance on recurring revenue"

"The physician implied the Soleno presentation was “manipulative and questioned if it was “ethical” as it “overemphasized the horror stories” that is not representative of the hyperphagia of most PWS patients"

"In periods where acquisitions added businesses with lower ARPUs, LSPD reported stable ARPU. ... a feat that could only be accomplished by a material organic increase in its ARPU from its prior customer base."

"LSPD promoted the acquisition of Crank Logic, a business analytics developer, and the end of December 2017. However, there is very little evidence it actually paid anything and actually acquired the Company."

"Other pictures corroborate our observations, the docking ports are unused, and the large exterior container is filled with only a few cardboard boxes. No evidence of the necessary raw materials was observed."

"As the discrepancy between accounting income and cash flow widens, funding the dividend becomes tricky – consensus earnings estimates for 2025/2026 imply a dividend that is unrealistic vs. cash or cash flow."

"It therefore appears that in 2022 alone, Sunrun claimed ITCs and other tax benefits on 14,390 systems that didn't exist, which equals approximately $205 million of inflated ITC and other tax benefit claims."

"Company-owned stores earn higher "dollar" profits, but the superior multiples achieved by franchise earnings, coupled with the substantial capital savings, result in greater value creation from franchising."

"Because the evidence of hidden franchising and fraudulent financials is overwhelming, it is probable that EDU will restate historical earnings. It is also probable that EDU's auditor, Deloitte, will resign."

"GFL restated its Adjusted EBITDA a second time in Q2 2020 to make the USA Waste segment's margins look much better by +2.1% (210bps). The boost came from allocating more costs to the “Corporate” or account."

"Carvana ties up the customer in the purchase process before giving him a chance to inspect his vehicle, making it more costly for the customer to shop elsewhere if he is ultimately unsatisfied with his car."

"Allergan shares increased 94% (including dividends) from inception of our position in February 2014, and 89% from our average cost basis prior to the position being made public, to close of the transaction*"

"Phillips 66 underperformed the average of core peers Valero and Marathon by 8%, 32% and 97% over 1-year, 3-year and 5-year periods, respectively – no amount of statistical manipulation can change this fact."

"Despite a significantly better customer experience, streaming video services like Netflix are priced at ~$15 per month or less whereas traditional Pay TV packages cost greater than $80 per month in the U.S."

"CTC's press release cites the reason for the reduction in the incremental allowance as "improved customer default rates" despite the quarterly report mentioning "increased regular and insolvency write-offs""

"Between Jaenicke’s departure and the loss of its CISO and CIO, Mercury appears to have very few (if any) well-tenured executives or employees with deep knowledge of or experience in the cybersecurity space."

"A transparent and well-communicated capital allocation process that ensures the highest-returning utilization of capital combined with a fair shareholder returns policy will help create a compelling D2 plan"

"The private market is an ideal setting for athenahealth and its employees to focus on long-term strategic initiatives and pursue the Company's broader mission without the distraction of quarterly reporting."

"Spruce Point has a track record with InnerWorkings, which was co-founded by TEM’s CEO and run by a TEM board member. We also have a track record with another promotional AI company touting big partnerships."

"We are alarmed by the Q1'25 surge in accounts payable, which cannot be explained by the Ambry acquisition which included just $0.2m of additions. Tempus may be stretching out payables to generate cash flow."

"We value the Company’s acquired, related-party, and core revenue separately. Our analysis yields an implied valuation range for the combined Company that is significantly below the current market valuation."

"We believe BOOT’s valuation inappropriately reflects the valuation of a fast growing, high-quality specialty retailer and lifestyle brand when in reality it is a poorly organized and governed shoe retailer."

"Warning: After posting the presentation on Aug 7, 2023 that students were customers, PowerSchool disclosed in its 10-Q one day later that the Chief Accounting Officer had resigned effective August 11, 2023."

"But, there is a serious point here. I can fill my Tesla with electricity from my wall at the equivalent of 3 cents per mile and the only reason for me to go to a gas station is to buy Funyuns and Slim Jims."

"Beneficial ownership by insiders at MDA declined every year to virtually zero ownership. Even post the DigitalGlobe acquisition, insiders own a miniscule 0.50% of the stock, and have almost nothing at risk."

"Even when it was painfully obvious to external observers that Firth Rixson would not achieve management’s projections, management continued to insist that Firth Rixson was “on track” to achieve 2016 targets"

"As a crowning revenue inflation achievement for David Li's checkbook, Bigo continually hid the fact that one-third of its business at the time of acquisition came not from overseas, but from mainland China."

"Election Proposal- to elect, without a stockholders’ meeting, each of the following individuals to serve as a director of Edgewater: Frederick DiSanto, Jeffrey Rutherford, Matthew Carpenter, and Kurtis Wolf"

"The fact that a purportedly independent distributor would have a single file of ANTA email addresses, commingling people supposedly independent from ANTA with people working at ANTA, is evidence of control."

"Darden's recent Bylaw amendments and the Board's decision to ignore shareholders and sell Red Lobster underscore the Company's disregard for shareholder interests and call into question the Board's motives."

"Spruce Point does not believe that WSP is helping its case for transparency or working to thwart tax evasion allegations by including heavily redacted corporate structure charts within its credit agreement."

"Despite what is clearly a challenging retail environment, we believe the execution of the real estate strategy outlined in the attached presentation can create meaningful and lasting value for shareholders."

"Land & Buildings urges its fellow shareholders to WITHHOLD on CEO and Chairman Mr. Chad Williams and Chair of the Compensation Committee Mr. William Grabe at the QTS Realty Trust May 3, 2018 Annual Meeting."