Callouts & quotes from 662+ activist slides

"Even if the market simply applies its existing 15.4x EV/EBITDA multiple to our more realistic view of Adj. EBITDA and adopts our calculation of net debt, the stock could have 30% downside. However, with Verint not growing organically, we value VRNT on the basis of a forward-year EV/EBITDA multiple, but on trailing Adj. EBITDA. With faster-growing and higher-quality industry peers trading at 10-11x forward-year EBITDA multiple, we believe that VRNT should trade at 8-10x forward EBITDA, implying a share price of $17-25 for 60-70% downside."

"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."

"Spruce Point believes there is significant downside to TASK's share price as the Company is overvalued on both its revenue and EBITDA multiple and should trade at best in-line with peer valuations, and at worse a material discount to reflect the numerous concerns we've documented in our report including substandard disclosures, and evidence of increased financial pressures with its largest customer Facebook."

"If it becomes necessary, we are confident Phillips 66 could follow a similar path by: Making appropriate management changes; Closing the current $2-$3 per barrel refining EBITDA gap between Phillips 66 and Valero; and Generating $15 billion to $20 billion of after-tax cash proceeds from the sale of Phillips 66’s CPChem stake, European convenience stores, and a portion of its non-operated midstream stakes."

"Limbach trades at over 18x our estimate for its FY26E Adj. EBITDA, a large premium when compared to peers. We believe this premium is unwarranted considering the Company's decelerating organic revenue growth, non-existent free cash flow growth, and its aggressive accounting methods which we believe may overstate earnings quality and obscure the true underlying volatility of the business."

"If you multiply the company's $1.1bn of unallocated corporate costs (which would be eliminated if the businesses were separated) by 11x (PepsiCo's multiple of enterprise value / 2014 earnings before interest, taxes, depreciation and amortization (EBITDA)), it costs shareholders $12bn of value, or $8 per share, to have beverages and snacks together in a holding company structure."

"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."

"AMR prominently promotes how valuable its 65% ownership in Dominion Terminal Associates (DTA) is to its export business, claiming export sales are primarily shipped through it. We will show how AMR gets all the benefits of owning and using the DTA, while avoiding any impact to its key performance metrics such as "cost of coal sales", EBITDA, and operating cash flow."

"After adjusting for improper add-backs, contingent consideration write-downs, and capitalized commissions (on a tax-adjusted basis for Non-GAAP Net Income), Spruce Point believes that FY19 Adj. EBITDA should be at least ~25% lower than Company-reported Adj. EBITDA, and FY19 Non-GAAP Net Income should be at least ~65% lower than Company-reported Non-GAAP Net Income."

"Considering that Zillow's Adj. EBITDA is virtually all stock-based compensation, Spruce Point believes free cash flow is a much better figure to value the Company. Zillow trades at a much higher multiple of free cash flow then nearly all its peers. At over 6x sales and ~37x+ FCF, we believe that Zillow is one of the most richly valued stocks among its peer group."

"Spruce Point has identified many red flags as it relates to Aerojet’s meteoric share price appreciation since 2017. Its significant EBITDAP growth without corresponding cash flow growth should be evaluated relative to recent executive and director departures, along with heavy insider selling, a civil DOJ inquiry, and disclosure of federal and state tax audits."

"Earnings misses & downgrades, improptu management changes, auditor concerns, quality concerns, increasingly competitive markets, and Kibbutz board backstabbing activism are apparently obscure concepts to Stifel, who simply provide a hindsight note after a major share price fall, then upgrade a few weeks later, all on the back of an obscure EV/EBITDA multiple."

"Spruce Point believes Broadridge should have ceased capitalization of additional costs with the UBS project last year given delays and cost overruns. As a result, had the latest capitalized conversion and start-up costs been expensed, Broadridge would have been in violation of its “Leverage Ratio” covenant, which limits it to 3.5x Total Debt to EBITDA."

"Taking two different approaches (taking Firth Rixson’s EBITDA and multiplying by the corporate multiple and taking Firth Rixson’s NOPAT over Arconic’s WACC) to measuring the extent of the value destruction as a consequence of the Firth Rixson acquisition yields the result that Arconic’s management has destroyed between $1.9 and $2.5 billion of value"

"Given BP's unacceptably dire performance, the abandonment and numerous U-turns in its 2023-2030 strategic plan, the complete loss of strategic direction and the recognition (albeit seemingly deceptively presented) that the communicated EBITDA target no longer applies, BP should immediately present an updated strategic plan to the investor community."

"With the FOIA data collected from the Florida DOT indicating a -22% decline in contact awards, and ROAD's commentary that new backlog over the period that Florida revenues ramped supported higher margins, we estimate the impact to the Company's EBITDA in FY25 to be approximately $10 - $15 million or approximately 3% - 5% of EBITDA."

"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."

"We believe Prestige is overvalued on both a revenue and EBITDA basis. Given Prestige's poor organic growth prospects, lack of competitive advantage, eroding market share, declining financial transparency, low quality management and governance practices, it is well justified for the Company to trade at a discount to its peers."

"Heska's gross margins generally fall between those of high value-added diagnostic equipment companies and pure animal health distributors. Heska's EBITDA margins fall below those of nearly all possible comparable companies. We believe this is indicative of Heska's lack of proprietary technology and poor competitive position."

"Note that the magnitude of management’s EBITDA adjustments will only grow over time. In particular, with new wellness center openings set to reach 200-300 per year in FY21-23, with each new wellness center incurring one-time opening expenses of $70K, new clinic launch expenses could approach $15-20M within 3-5 years."

"Pramac has a troubled history. It was listed on the Italian stock exchange (PRA IM) in 2007 and its fortunes swiftly declined. The Company once issued lofty goals of achieving €322m and €48m of revenue and EBITDA by 2014. However, trading in shares were suspended indefinitely in 2012 and Pramac filed for bankruptcy."

"Heska’s market cap grew 218% from the close of the scil transaction through the end of 2020. However, despite scil adding a relatively large chunk of negative-growth, ~30% gross margin revenue and Heska consensus 2021E EBITDA estimates not changing, the implied value of scil and CVM grew 282% over just eight months."

"HIMS has highlighted its crossover into positive adjusted EBITDA. However, even taking the adjusted metric at face value, we find that net income from its VIE entities (affiliated medical groups and pharmacies) rather than core operations accounted for over 100% of Q4 2022 and nearly 50% of Q1 2023 adjusted EBITDA."

"LSPD has cobbled together a motley collection of assets at increasingly expensive valuations. LSPD does not disclose target EBITDA margins, and generally hasn't disclosed historical growth rates. We believe a majority of the assets lose money and had already peaked in their growth cycle prior to LSPD's acquisition."

"Optically, PGNY would like investors to believe that it is achieving significant operating leverage. In reality, the largest contributor to its operating leverage story has been its aggressive use of stock-based compensation (SBC). Netting out the benefit of SBC uncovers that PGNY’s EBITDA margins are in decline."

"There are extreme reporting anomalies with AMR’s former Trading & Logistics (T&L) segment. Were 2017 revenues between AMR / ANR $478 or $566 million? Furthermore, why was no EBITDA eliminated in the merger when AMR shows $89.3 million of segment EBITDA with 84% of the segment’s purchased coal coming from ANR?"

"Wall Street is fixated on Kratos's earnings "potential" of >100% growth in the next few years and give KTOS a commanding 20x and 70x EBITDA and P/E ratio. Be warned: this growth is off a low EPS base, on highly adjusted figures, and will surely disappoint given Kratos demonstrated ability to poorly execute."

"Although NICE is larger than Verint on most metrics (revenue, EBITDA, EBIT) and more efficient (revenue per employee, EBIT per employee), average compensation per insider at Verint is over 3x that at NICE, and Verint insiders take home a far greater percentage of EBIT in compensation than do NICE insiders."

"Spruce Point believes that investors should take the CEO’s claims that SORT® will be a major contributor to revenue and EBITDA with a grain of salt. It is currently being given away for free. We believe that converting users accustomed to paying nothing into customers paying something is an uphill battle."

"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"

"With no gross margin volatility, EBITDA margins consistently expand. USCR has offered an identical boilerplate explanation that it is related to volume, pricing, and efficiencies, up until recently. We will explore how aggressive use of capital leases likely explain some of the EBITDA margin expansion."

"Zebra's last acquisition was Matrox on June 3, 2022 and the Company has not disclosed any spending for acquisitions in 2023 or H1 2024. However, in H1 2024, Zebra suspiciously reported $2 million of "Acquisition and Integration Expenses" which it adds back to reported Adj. Net Income and Adj. EBITDA."

"It's easy to see how Kratos has destroyed significant value. Since 2008, Kratos spent nearly $1bn on acquisitions that have contributed an estimated $801m and $129m of revenues and EBITDA, respectively. Yet, recent results suggest over $237m and $69m of sales and EBITDA losses, net of divestitures."

"In 2004, McDonald’s company-operated restaurants appeared to contribute 46% of total EBITDA. However, once adjusted for a franchise fee and a market rent fee, McOpCo constituted only 22% of total EBITDA, with the higher multiple Real Estate and Franchise businesses contributing 78% of total EBITDA."

"If Monster were valued in a range of 4x – 5x sales and 15x – 18x EBITDA consistent with its peers and closer to recent industry M&A transactions of faster growing companies such Celsius acquiring Alani Nu and Keurig Dr. Pepper acquiring GHOST Energy, we could see 25% - 40% long-term downside risk."

"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."

"Management has collected ~$35 million dollars in performance compensation, growing at an 11% CAGR vs. organic growth CAGR of ~1%, tied to revenue and EBITDA targets while PBH has missed organic growth estimates for 4 out of 5 years and missed FCF guidance in 3 out of 5 years between 2015 – 2019."

"Given the company has abandoned its 2025 EBITDA target, which in turn undermines the credibility of the 2030 target as well, what financial targets - previously communicated by BP, during the February 2023 strategic update - can the market now refer to in order to measure the company's results?"

"We believe Limbach significantly overstates its free cash flow, which in turn inflates its reported Adj. EBITDA-to-FCF conversion rate. While the Company claims an 80% conversion rate over the past six years, our Spruce Point-adjusted FCF analysis suggests the true figure may be less than 60%."

"Arconic originally projected that Firth Rixson would do $2 billion of revenue in 2019. At the same margins as originally projected for 2016 (i.e., conservatively assuming no incremental volume leverage), Firth Rixson will produce approximately 50% less EBITDA than originally targeted for 2019"

"PT ALH seems to be a premeditated chain of sham transactions that not only unjustifiably pumped up net income by $46.4 million (and possibly EBITDA the next year), but requires investors to believe that in order to facilitate the transactions, Noble’s attorneys went out of pocket $12 million."

"It's instructive to evaluate SafeCharge's valuation at the time of acquisition by Nuvei. For reference, Nuvei acquired the business for 7.3x and 21.7x 2019E Adjusted Revenues and EBITDA. Based on our primary research, SafeCharge could represent up to 30% of Nuvei's current business profile."

"Only Kaiser, an exclusively value-add producer, ships fewer MT per dollar of Net PP&E than Arconic. Were Arconic generating EBITDA/MT similar to Kaiser ($700+/MT), Arconic's low rate of production might be justified. At Arconic's EBITDA/ton ($364/MT), utilization should be much, much higher"

"TASK is trying to sell investors on COVID-19 related expenses as adjustments to EBITDA and EPS. This might be perfectly acceptable if it were common practice for public company peers to do so. However, we don't believe that to be the case. As a result, we adjust TASK's EBITDA lower by ~$8m."

"If all of Premier's member owner hospitals were to demand and receive a market-rate shareback beginning in FY22 – the earliest point at which their current terms could be amended – consensus sales estimates for FY22-23 would fall by 26%, and EBITDA estimates would be cut by more than half."

"The table below showing Casino's market share versus its "Real" EBITDA (i.e., excluding our estimate of gains on sale in 2014 and 2015) strongly casts doubt on the notion that there's any relationship between Casino's present market share and EBITDA generated by selling products in stores."

"When we adjust Samsara's Adj. EBITDA calculation for incremental device cost and sales commission amortization, we estimate it to be overstated by $134 million in the past two fiscal years and that FY2023 adjusted EBITDA margin stands at -22% as opposed to the -10% reported by the Company."

"Eurofins' claim in its response that "Eurofins commissions statutory audits covering nearly 100% of its external sales, EBITDA and total assets, even when this is not required by local regulation. These are performed mostly by Tier 1 and Tier 2 audit firms" sounds good, but is misleading."

"2U is the highest valued “Cloud based SaaS” company. 2U is currently priced for perfection and we believe the stock will re-rate as downward estimate revisions come to fruition as well as the realization that the EBITDA margin profile will never mature similar to its SaaS peer group."

"With healthy growth continuing into the 2030s, GAAP EBIT margins in the 21% range, an 11.7% WACC, and a 17.5x EV / LTM EBITDA exit multiple (relative to a current small-cap WFE average of 24x), we get a $72 per share fair value for ACMR, representing 300%+ upside from current levels."

"If it becomes necessary, we are confident Phillips 66 could follow a similar path by: Making appropriate management changes; Closing the current $2-$3 per barrel refining EBITDA gap between Phillips 66 and Valero; and Generating $15 billion to $20 billion of after-tax cash proceeds."

"Assuming Target were to rent its owned real estate and using a 7.0x ’08E EBITDA multiple on the pro forma retail business, the 20-day trading average stock price of $40 implies only $13bn of value for Target’s owned real estate, a significant discount to book and replacement value"

"The ports business is a highly profitable business, recording margins significantly higher than the European freight business - we estimate BOL's ports business generates EBITDA margins of approximately 40%, vs. an estimate of approximately 5% for its freight forwarding business."

"We believe that if our nominees are elected they can help oversee the execution of this plan and the Company can realize $300 million in profit upside over consensus EBITDA estimates, leading to a clear path to achieving $4.00 or more in earnings per share in the coming years."

"However, we believe that unadjusted EBITDA and unadjusted earnings are far more accurate measures of Hill-Rom's profitability, as these restructuring and acquisition-related charges are effectively recurring and/or capitalized costs for an M&A-driven business such as Hill-Rom."

"Our EPS/EBITDA estimates for 2017/2018 are ~3%/-10% below Street consensus. We expect strong top-line growth from North American onshore activity levels (~30%-35% of current revenues), but this will be partially offset by headwinds from offshore activity (~40% of revenues)."

"In our opinion, MAXR’s 2018 Adj. EPS expectation of $4.75/sh is pure fiction. The Company has made numerous aggressive accounting choices that inflate its Non-IFRS results. Based on our forensic review, we estimate EBITDA and EPS are overstated by 17% and 79%, respectively"

"AMR purchased 84% of coal sold in its Trading and Logistics Segment from Alpha in 2017. The intercompany eliminations between Contura and Alpha show revenues equaling costs. Despite this, Contura/AMR reported $89.3 million of EBITDA from the Trading and Logistics segment."

"There is massive leverage at EBITDA level. A sole 1% reduction (as % of sales) at Distribution expenses level and 0.5% reduction (as % of sales) at Administrative expenses level would account for USD4.9m of extra EBITDA which accounts for a 61% increase of current EBITDA."

"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."