Callouts & quotes from 3,339+ activist slides

"We believe the PVD and OVP segments are worth little because they are sub-scale, major product Tri-Heart has minor share and has been de-emphasized by Merck, and because another large drug targets bovine as opposed to companion animal applications."

"We believed that GoDaddy had significant opportunities to deliver on strong revenue growth, meaningful margin expansion, and a more appropriate capital allocation strategy, which, collectively, would result in meaningful shareholder value creation."

"Spruce Point has serious concerns about Generac's recent opaque transaction with Sunnova and the formation of tax equity holding. We believe Generac could essentially be financing customer purchases, or could be engaging in a circular transaction."

"Contrary to the Company's messaging, this latest deal with Pathos is not a true extension of the AstraZeneca relationship, but rather a restructuring that we believe underscores the ongoing erosion of the commitment between Tempus and AstraZeneca."

"Spruce Point believes that there is a high probability that, come next week, these two hospitals will elect not to renew their current terms beyond Sep 2020, and will instead demand higher sharebacks from Premier or elect for another GPO entirely."

"We believe such an ownership stake could either be a CPoM violation (if they are domiciled in states with a 100% physician ownership threshold) or an undisclosed related-party transaction, as no such ownership stake is mentioned in the HIMS proxy."

"DV ceased a key disclosure about revenue facilitated through programmatic partnerships. It appears they've become increasingly dependent on two partnerships, which we believe is adding greater business risk and financial pressures to its business."

"We believe Mr. Garden’s demonstrated record of strong operating experience and his network of significant institutional relationships can be utilized for the Company’s benefit and makes him extremely well qualified to serve on the Company’s board."

"With significant exposure to global industrial end markets (notably China), we believe it is highly unlikely that results reflect consistent, perfect execution, but rather reflect aggressive accounting and financial practices that aid performance."

"We believe hematocrit is omitted from the paper in order to avoid providing evidence that would undermine the claim to renal health improvement, because hematocrit could show that even the few positive metrics here are artifacts of blood dilution."

"Starboard believes Mr. Cwynar’s experience as the former chief executive officer of a semiconductor product and licensing company, as well as his technology and engineering background, will enable him to provide invaluable oversight to the Board."

"If one simply adds back to COGS the direct manufacturing costs we believe it is misclassifying via a Worldcom-esque accounting scheme, its gross margin is negative – consistent with color from ex-employees, competitors, and manufacturing experts."

"Based on our significant number of live stream related interviews, we believe that the Street's base case is materially overstating Live Video and Mobile Marketing revenues while understating costs of revenues associated with Live Video services."

"In 2014, there was no disclosure about significant asset disposal gains in Other Operating Income, leading us to believe that substantially all of the gains were excluded from Other Operating Income, and therefore are included in Casino's EBITDA."

"We believe that, should the economic consequences of the pandemic grow increasingly severe – a distinct possibility as unemployment grows more severe by the week – the pandemic could pose even greater downside risk to Forescout's full-year sales."

"Insiders have been relentless sellers of MGNI, at an average price of $8.85 per share. If insiders truly believed in the upside potential of the merger, it is more likely they would have been buying stock cheap ahead of the recent price increase."

"...however, Elliott believes that BMC's significant underperformance is due to a deficit on the Board of relevant and timely experience in Enterprise Software, emerging business models ("SaaS" and "Cloud"), and critical skillsets (Large Cap, M&A)"

"10. Aside from its “customers” being related parties and effectively fake, we believe that Ginkgo takes the scam into even more aggressive territory by booking revenue from them that is simply fictitious, overstated, and/or based on overcharging."

"Based on our view of the operations of Casino, Tesco and Carrefour, and how Casino treats gains from asset sales compared to its competitors, we believe Casino's accounting materially misrepresents profitability from its France retail operations."

"We strongly believe that additional change is necessary at the Company given its poor operating performance, long-term destruction of shareholder value, serious corporate governance concerns and failure to honor the spirit of our 2012 settlement."

"We believe that the Exit Multiple should reflect this significant change in the business as MLP-qualifying income in an MLP structure is extremely valuable to other MLPs and can serve to reduce TPCG's cash tax costs and lower its cost of capital."

"Informed by the online reviews from anonymous current and former employees on Glassdoor, we believe the Board’s lack of diversity has permeated throughout the Company, resulting in broader issues which exacerbate the Company’s cultural problems."

"Based on our belief that Procept is likely to face growth challenges, we believe the Company should trade at 5x to 9x 2025E revenue, implying a price target range of $29 to $54 per share, or approximately 30% to 60% downside from current levels."

"Spruce Point believe it’s an enormous red flag to see Monolithic purchase an even larger 75,000 sqft commercial real estate property for a 35% premium just nine months after a commercial investor purchased the property, and made no improvements."

"There is almost universal agreement that WSP's share price is a Buy; what could go wrong? Spruce Point believes that none of the analysts have conducted a rigorous forensic analysis to question the quality of WSP's recent earnings and cash flow."

"We believe that DOX has engineered superficial top and bottom-line growth alongside unusually stable margins through opaque M&A, aggressive percentage-of-completion accounting, software cost capitalization, and repeated one-off net tax benefits."

"It is self-serving for pest control companies like Rollins to predict an increase in bee activity and their nuisance. However, experts that follow bees believe that extreme temperatures are stressing bee populations, resulting in fewer colonies."

"In the circumstances, we believe that the best way forward is for you, the members of the Capricorn Board, to immediately withdraw your recommendation for the Proposed Merger and instead to initiate a transparent and meaningful strategic review"

"Analysts model revenues beginning in FY 2026 and accelerating in the out years. We believe these assumptions are aggressive. Given the large current discount to the consensus analyst price target, the market appears to be expressing skepticism."

"Spruce Point believes that when customers cut fees, suppliers and partners are typically expected to make concessions. We observe that MSCI's fees linked to equity ETFs have been in perpetual decline with further risk to the downside over time."

"Porch trades at a lofty 2021E 9.0x revenue and 11.7x gross profit multiple on the assumption its recent revenue growth is sustainable, but we believe recent results are distorted due to low-quality acquisitions, which inflates inorganic growth."

"Spruce Point believes that Rollins is experiencing more intense competition but is not directly acknowledging it. Rather, we believe they are telegraphing the issue through more frequent discussion of advertising and customer acquisition costs."

"In short, we simply don't believe it. Moreover, the Company hasn't even made clear how it is going to market with Element AIM. Specifically, are they even charging for the machine or simply placing it for free to capture the consumables stream?"

"The endocrinologist stated he had jumped to submit a few start forms only because he had been told by a study investigator – who we believe to be Jennifer Miller, based on his coy response – that the drug takes 4 to 6 months to show a response."

"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."

"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."

"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 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"

"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"

"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"

"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."

"Spruce Point begrudges Rollins’ cavalier treatment that an $8 million civil fine related to accounting management charges should be added to EBITDA and believes it should increase investors’ skepticism about its financial reporting practices."

"We believe Hormel Foods Corporation (NYSE: HRL) is a close comparable to BEF Foods in terms of underlying business mix and similar evolution away from a meat and protein-oriented business towards a branded, value-added packaged foods company."

"We believe a sizable dividend backed by the credit quality of America’s largest wireless operators in a business with one of the brightest areas of growth within the telecom sector will be incredibly well received by yield-oriented investors"

"Spruce Point does not believe that BOOT is pursuing the right strategy of expanding its physical retail footprint with an average of 10,800 square foot stores in an era where consumers are increasingly shopping online to save time and money."

"Spruce Point finds that BOOT’s product offering around the Texas Hold ‘Em single does not align with Beyoncé’s look which we believe further discredits the notion that consumers will be drawn to make purchases from BOOT because of the album."

"Spruce Point believes that, as management attempts to support future growth by transforming Dropbox into a more premium product, it risks chasing away its core customer base, which values it primarily as a simple and low-cost storage option."

"We believe the Street has failed to critically assess the accuracy of its financials and achievability of projections offered by management from recent acquisitions in light of its recent (Agro / Passport) and long-term acquisition failures."

"In fact, when we compare the realized revenue with prior year backlog, we see that LSP's conversion has been declining sharply for three consecutive years. Therefore, we believe investors should heavily discount the quality of LSP's backlog."

"Spruce Point believes the voting control paired with exceptionally long tenured directors has effectively turned the Company's Board into a "good old boys club"; four of Zillow's seven independent directors have been on the Board since 2005."

"Zillow went public in 2011. Since then, its business model has not materially changed. While Zillow likes to position itself as a growth-oriented company in its marketing, we believe there is strong evidence to show the business has matured."

"The chart on the right illustrates an essential fact about fiber: providers can generate significantly higher capex yields by spending less capex and only pursuing higher yield projects. We believe Crown Castle has exactly this opportunity."

"Interviews with experts and ex-employees lead us to believe that the ceramic separator QS is using is LLZO, which is far more expensive to manufacture than the separators used by competing solid-state efforts: “they’re not cost competitive”"

"We believe pursuing JV structures is the most prudent step for Macy's at this time to create significant value for shareholders given the wide discrepancy between the value of the real estate and the current enterprise value of the Company."

"We believe GE can reach 18% operating margins through (i) a recovery in equipment profit margins to historical levels, (ii) stable improvement in the services portfolio over the next few years and (iii) a modest reduction in corporate costs"

"Ballard's press releases and the local government officials would have you believe they have produced 300 FCV buses. The reality is that they have likely produced less than 50 buses to date and only 11 of those are licensed and on the road."

"Not only do we believe ROAD's backlog reporting to be extremely aggressive, we observe that a greater percentage of backlog is low bid / no contract at the same time the percent of backlog to be completed in the next 12 months is declining."

"In contrast to the market's predilection for ascribing tremendous value to anything that looks remotely like a "subscription", we believe investors are wrong to point to Heska's subscription consumables business as a unique source of value."

"Spruce Point does not believe that CLEAR should be valued like a technology company with a strong subscription based recurring revenue model simply for the fact that it is mostly comprised of low-paid "brand ambassadors" and field managers."