Callouts & quotes from 476+ activist slides

"LODE is promoting its new lithium recycling investment in LiNiCo, which is using the proceeds to increase its direct strategic investment in Green Li-ion Pte, Ltd. ("Green Li-ion") and purchase Green Li-ion's patented process equipment with exclusive rights for the U.S. market. Green Li-ion's website promotes having three investors, but upon closer inspection it appears the Company may be misrepresenting itself: HAX and SOSV appear to be related. The third investor, Entrepreneur First, doesn't even list or profile the Company among its 312 investments."

"In addition, HARMONY 1-bis displays all the other red flags as HARMONY 1: questionable foreign jurisdictions, with 40% of trial patients in Hungary and Argentina; pitolisant patients continued taking concomitant narcolepsy medications, creating a confounding factor; dose response data is again withheld, even though dosing was all over the place with 24% of patients on 10mg and 63% on 20mg; protocol violations and amendments, such as what appears to be another trial-size expansion, which the EMA review alludes to with no detail."

"While these inconsistencies suggest that there may be discrepancies in the sell side's view of the base of the market, we are intrigued most by the fact that, regardless of how analysts identify and measure the market, they appear to significantly underestimate the pace of competitive market share gains: again, the sell side appears to assume that Penumbra will lose 2-3% market share per year, while Medtronic claims to have gained 15% in under a year and to be on pace to capture another 10% this year."

"It appears to us that 3 out of the 5 claimed entities in China in the Moxian group, including the main operating entity Moxian Shenzhen, its purported VIE Moyi Shenzhen and its 100% subsidiary Moxian Shanghai, do not have the basic organization, staff or the small amount of effort required to maintain even the most simple and routine annual reports and have a bad habit of moving and not updating its registered business and operational address or even a working phone line."

"TASK's financial performance is not as robust as it appears on the surface. The company promotes its 57% top-line growth, 82% and 95% Adjusted EBITDA and Net Income growth, respectively. However, we point out that the COVID-19 adjustments are not industry standard, and should be removed. Furthermore, by adjusting LTM cash flows for one-time equity payments, we find that cash flow growth has lagged headline figures. Free cash flow growth was negative."

"Verint's restructuring charge add-back appears particularly suspicious to us. We note that management has never announced a formal restructuring program; rather, it defines “restructuring costs” as “employee termination costs, facility exit costs, certain professional fees, asset impairment charges, and other costs directly associated with resource realignments incurred in reaction to changing strategies or business conditions.”"

"Spruce Point finds it highly suspicious that AMR claimed all year in 2021 that it had 100% of its “All other” segment coal from NAPP priced. By late October that changed to 90%. By year end, it reported selling just 1.27m of the 1.50m tons. Yet, for the year, AMR reported realized pricing of $61.76 per ton vs. its last reported sales commitment of $58.33 per ton – a 6% premium for a business that appears under stress."

"Zebra changed its reporting of Contractual Obligations after 2020 and stopped disclosing that it did not have “take-or-pay arrangements.” However, recall on the previous slide that Zebra paid a $10 million to reduce its obligation to purchase inventory from a 2021 agreement. Therefore, it appears that Zebra did have an arrangement like a take-or-pay arrangement but chose not to disclose it."

"Each post is devastating, the adverse effects one particularly so: “today marks week 6...we have seen zero improvements...his behavior has actually worsened significantly...he generally appears to feel ‘unwell’...like he’s been hit by a bus every morning...I’m just so frustrated and worried for him...”: “behaviors have been off the charts...the medication just isn’t going to work.”"

"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."

"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."

"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."

"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."

"Since 2018, approximately 50% of Monster's $3.7 billion in total sales growth has come from international markets, with the largest growth contributor being EMEA. However, we do not expect international sales momentum to continue as only two countries have been added in the past two years, competition has vastly expanded, and regulation appears likely to increase."

"We are not surprised to see a significant decline of insider ownership since the IPO. We have found management’s interests are aligned with its compensation and achieving performance targets rather than long-term, sustained share price appreciation. PBH’s “private equity” like acquisition strategy appears built for an exit and not long-term sustained growth."

"We believe that Vivion’s January 2019 purchase of three relatively rundown Potsdamer Straße properties from Aroundtown generated significant profits for Aroundtown. The purchase appears to have been at an undue premium, and could have been consistent with our view that Vivion deliberately inflates its asset values in order to increase its borrowing capacity."

"In 2017, Saputo acquired control of Warrnambool Cheese and Butter Factory Company.(1) Its Sungold milk brand appears to have shrunk. Its website shows only three products, and no longer provides news updates, information on farms & processes, or nutrition and health. Sungold milk's Twitter feed hasn't provided an update since 2018 and has just 55 followers."

"Effective Dec 31, 2021 Stryker says it realigned its business and financial reporting around “Orthopaedics and Spine” and “MedSurg and Neurotechnology” – However, months later its website shows three different product groupings, and “Spine” appears under both Orthopaedics and Neurotechnology. Clicking on the “Spine” links go to the exact same product page."

"ROAD’s single biggest customer is the Florida Department of Transportation (DOT), which is ~14% of sales for highway improvement projects. We obtained ROAD’s contracts through a Freedom of Information Act (FOIA) request and are concerned by an apparent -22% decline in contract awards in 2024, none of which appears to be captured in the market consensus."

"If the chart reflected the value in the table, which appears to be the correct one given multiple references in the paper, it would show a quick and sharp reversal of the pitolisant trend after week 3 (visit 5), undermining the results and necessitating data longer than 8 weeks, which the trials clearly try to avoid with the absurdly short duration."

"With the largest component of Hill-Rom’s PP&E facing a maximum ten-year useful life - the same period over which management appears to have delayed capital spending - we believe that the Company may be forced to ramp up capital spending substantially in the coming years simply to support maintenance capex, to say nothing of growth capex."

"With the largest component of Hill-Rom’s PP&E facing a maximum ten-year useful life – the same period over which management appears to have delayed capital spending – we believe that the Company may be forced to ramp up capital spending substantially in the coming years simply to support maintenance capex, to say nothing of growth capex."

"Given the size of legal spend, it appears that Tessera pays full cash legal fees at extremely high hourly rates for all of its litigation instead of opting for performance driven structures, such as the use of partial contingency fees that reduce cash outlays, share risk and incentivize law firm performance as opposed to billable hours."

"Over the last five years, despite having a significantly profitable core Digital Telephony business, DSP appears to have managed itself to a slight operating loss (and slight EBITDA gain) almost every year, regardless of the Company's revenue, by making substantial investments in R&D and SG&A that have shown little if any progress."

"Below is what Aerojet’s balance sheet would look like without the effect of the recent adoption. What’s clear is that its working capital trends are progressively deteriorating. Thus, in addition to the income statement benefit from the accounting change, Aerojet also conveniently appears to be masking balance sheet deterioration."

"It appears that SMCI's auditors are applying more, not less, scrutiny to SMCI's inventory accounting assumptions. We note that the disclosure around auditor testing of its procedures has increased materially. Of particular concern, we observe that the auditor is now turning to data specialists to "recalculate historical rates.""

"Amy Satov, Nuvei’s Senior Legal Counsel, mysteriously disappeared from Nuvei’s website after March 2021 and no regulatory filing was made. She was replaced by Lindsay Matthews in May 2021 as General Counsel and Corporate Secretary. The timing of her departure in relation to the departure of Allan Lacoste appears suspicious."

"The Loan Platform Business is not a capital-lite “tollbooth” generating fee income from connecting borrowers with third-party buyers. It appears to be a sophisticated financing arrangement called a “wet-funded forward flow agreement” that, in our opinion, SOFI is using to disguise borrowings against loans as sales of loans."

"The reporter (appears to be a physician) “assessed acute arterial hypertension as serious and the causality with pitolisant as possibly related”; “although the event is confounded by methylphenidate, for which increased blood pressure is labeled, an association with (b)(6) cannot be ruled out and is assessed as possible.”"

"The Capital and Business “Alliance” announced by Keisei and Aeon in October 2024 appears to be both economically unattractive and commercially pointless for Keisei – the hallmarks of an arrangement to place more Keisei shares in the hands of cross-shareholders to support this cycle of self-serving management entrenchment"

"Spruce Point does not believe the Evoqua deal was an effective roll-up strategy worthy of the commanding valuation paid by Xylem. After deploying $490m for acquisitions, cash flow struggled ever since COVID-19, and its final acquisition of Mar Cor appears to have been a bust with the return of unpaid earnout money."

"TransMedics not only seems to steer organs to “aggressive” centers, but that it explicitly appears to skip those unwilling to take it on the device, moving to the next “aggressive center” on their list until they land one – a clear indication, in our view, that organs are trafficked as a kickback for device usage."

"It appears CTC is more inclined to sell properties than it was in the past. In 2018 and during the first half of 2019, CTC drastically increased the value of sales. This is concerning given that CTC’s debt load has grown substantially over this time. We believe this is a sign the company is strapped for cash."

"Herbalife's entire business model appears to incentivize primarily the payment of compensation that is ‘facially unrelated to the sale of the product to the ultimate users because it is paid based on the suggested retail price of the amount ordered from [HLF], rather than based on actual sales to consumers.’"

"[Dauman] took a short-term financial gain beginning in 2011 by selling kids TV hits including SpongeBob to Netflix. That now appears to have backfired by encouraging young viewers to abandon Nickelodeon and other ad-supported channels and go online where they can watch shows whenever they want, without ads."

"Because we believe that IPX may be challenged to meet the revenue expectations set by analysts (and they may never produce any revenue in one possible scenario), we believe the best way to evaluate the valuation is price to book value. On this metric, IPX’s share price appears to be materially overvalued."

"MAXR appears “cheap” on its inflated Non-IFRS metrics. However, Spruce Point’s forensic analysis unravels its aggressive accounting methods used to inflate EBITDA and EPS. Furthermore, when its debt is adjusted for standard credit agency adjustments, we find leverage to be in excess of its 5.8x covenant"

"Other surgeons provided alarming examples suggestive of coercion and concealment of adverse information about organs - by senior TransMedics management, notably Magdy Attia, the “Medical Director” and Chief of the Liver Program - who, we repeat, appears to be unlicensed to practice medicine in the US."

"If you look carefully at the recent proxy statement filed March 2019, management hit all its short-term incentive targets, but it appears a loosely defined Adj. EBITDAP, which now nets recoverable costs from US gov't contracts and includes unspecified “Board approved modifications”, is the driver."

"CEO appears to mislead CNBC’s audience by saying no lockups have expired. The PIPE shares were not technically under a “lockup” but the company was required to register them for re-sale, which it did effective Dec 31, prior to which they couldn’t be sold – in reality identical to a lockup expiry."

"Low compensation levels as indicated by Carvana’s filings is confirmed by employee reviews posted online: it appears that management is trying to attract talent without offering attractive compensation by creating a “fun” startup-like culture and hiring young people with low salary expectations."

"We are short POET Technologies Inc. (POET) because the management for this obvious stock promotion, now on what appears to be its seventh business pivot this decade, is not just diluting US investors, but sticking them with a massive tax liability and a potential lifetime of misery with the IRS."

"Cintas' share price appears to be fully valued with limited upside at the current level. There are more downside risks than appreciated by the investment community, including growing financial strain and fraudulent business practices giving rise to greater competitive threats in fire inspection."

"Since it appears the Company has little interest in letting shareholders have their say regarding the Red Lobster Separation, the Special Meeting will provide an alternative forum for shareholders to show the Board that Darden's shareholders will not stand to be silenced on this critical issue."

"We are further concerned that Nova's shareholder Kushkush Investments Pty Ltd, which appears linked to its ASIC-charged former CEO Kimelman through his wife, has a registered and head office address at 7 Sarah Crescent, Templestowe, Victoria, Australia which appears to be a residential address."

"Off Grid's history dates to 2000, and it assumed its name in 2010. Its website hasn't been updated since 2019 despite being acquired by Generac in Sept 2021. Despite this long operating history, its largest customer appears to be a related-party located right next door that sells its products."

"We believe Heska's assertion that its 2020 subscription performance outperformed its outlook appears to be incorrect. Furthermore, we believe the Company embellishes its North American subscription growth metric by not properly disclosing the potential contribution of scil's Canadian business."

"Based on Peng's employment at the consolidated Sprandi subsidiaries of the ListCo, his sale of similarly named entities to ANTA, and his role in ANTA Capital, where he led an ANTA delegation to scout our new factory locations, Henan Ruili appears to be a captive, not an independent supplier."

"Current investors are paying a premium to the Company’s historical valuation. In addition, we believe the fundamental valuation of Aerojet is substantially higher than it appears given numerous off-balance sheet liabilities being ignored by the market and diminishing revenue programs."

"Since Soleno appears to have forgotten to change the fasting glucose graph from the original dataset, we can calculate associated HbA1c values - which suggests to us that the new HbA1c numbers are simply made up to fit a misleading narrative that entry ITT were already prediabetic."

"We do not believe the Audit Committee is made up of truly independent directors. For instance, according to Chinese filings, the Chairman of QTT's Audit Committee, Li Feng (李峰), appears to be a 12% shareholder of one of QTT's most significant undisclosed related party advertisers."

"It appears that Saputo keeps flip-flopping its reporting of Total waste and Total food waste. Optically, Saputo now reports significantly lower overall waste. However, it did not change its definition for Total food waste in its reporting section. Total waste now excludes sludge."

"It appears that Smart2Pay’s approximately 50 employees were to join Nuvei. This further calls into question how could its margins increase so dramatically in the absence of significant cost reductions. LinkedIn employment trends also show no indication of employment attrition."

"These disruptions detracted attention from AOL’s business when it needed it the most. When combined with AOL’s declining fortunes, the management changes have helped to cause a costly talent drain and to produce a culture that appears to be highly political with low morale."

"Xylem is trying to pass off $70 million of transaction costs in Q2 2023 as an addition to Adjusted Free Cash Flow. However, we take issue with this figure because it appears to be on a pre-tax basis when added to operating cash flow, which is an after-tax financial result."

"Nevro’s response to its explants crisis appears to be marked by denial, cover-up, retaliation, and attempts to manipulate and pressure doctors and patients into believing the device works – behavior suggestive to us of a company sitting on an explosive, existential secret."

"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."

"Based on stock sale transactions and IPO filings, it appears as though both Matrix and Purple Sky owned the entirety of Momo’s A-1 preferred shares. This is irreconcilable and suggests that one or both vehicles may have been used to enrich Momo insiders prior to the IPO."

"Viterra appears to have experienced financial problems between 2022 and 2024. Bunge promoted Viterra's 2022 revenue as $72bn... Later in its 2024 pro forma supplemental, Bunge reported that Viterra's revenue was $44.2bn which is a -17.8% decline over the two-year period."

"IPX promoted that Project Titan is large scale and covers 11,000+ acres of titanium & rare earth rich mineral sands in Tennessee. The Company also says that the project has been fully permitted. Upon close inspection of the permit, it appears to apply only to 308 acres."