Callouts & quotes from 71+ activist slides

"Neil Erlick was named Chief Corporate Development Officer of Nuvei in December 2020, making him a part of Nuvei’s Executive Management team. His biography states he, "spent nearly two decades in senior leadership roles at Paysafe Group." However, similar to Schwartz’s biography, he fails to state that he also worked at FireOne Group, a separate publicly traded company, as a named executive during the time period from 2004-2006 where it processed billions in illegal gambling transactions for U.S. customers and forfeited $19.2 million in criminal proceeds."

"Generac's press release fails to address that it acquired the business from Caledonia Investments, a public investment vehicle listed in the UK. Caledonia acquired the business from its founders, who cashed out in October 2018. The business was sold for £162 million ($213.1 million). Generac's press release also failed to disclose it paid $420.7 million, or a 97% valuation increase, for a business that barely grew revenues and showed margin deterioration in the past few years."

"Most importantly for the near-term future, we believe that Dexcom faces a particularly steep revenue growth cliff of at least ~18 months as the rate of incremental U.S. T1 CGM penetration decelerates, as the Libre 2 competes directly with the G6 at an ~80% discount, and as the Company fails to make traction in the T2 market without a down-market CGM offering until late 2020 / early 2021 at the earliest."

"Spruce Point believes that Stryker doesn't cleanly provide investors with Mako sales figures. However, based on our research, we believe the market fails to appreciate both the size of the business, and the pressures it is under from disruptive pricing and sales from Zimmer Biomet, the #2 player in the industry. Mako revenues could exceed $1.0 billion, with prices dropping up to 30%"

"Notice carefully that LSPD's prospectus cloud image (right) fails to disclose customers, instead focusing on 47,000+ "Customer Locations". However, LSPD left a clue that allows us to calculate implied customers from the $500,000 GTV per customer. We estimate LSPD had 27,200 customers at IPO. This is 46% fewer customers than it reported just 5 months earlier."

"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."

"Avery’s former Audit Committee Chair (and current member) Peter K. Barker has had an illustrious career. His biography in Avery’s financial filings fails to highlight his role at Stone Energy Corp (“Stone”), a Company that was investigated by the SEC and did a complete financial restatement through the time of his arrival."

"Spruce Point has serious concerns with Mr. Starrett who has served on the Board since 2010. Mr. Starrett's biography fails to disclose that he served on both the Boards of AFC Enterprises (Nasdaq: AFCE) from 1998 – 2005 and The Pantry (Nasdaq: PTRY) from 1999 – 2006 during the period when a financial restatements occurred."

"We believe the Company’s stock price underperformance versus both peers and the broader market indices is due to consistently poor financial performance, a lack of credibility from repeatedly failing to deliver on commitments to shareholders, and a history of problematic governance that fails to demand accountability."

"Spruce Point believes that MSCI's "average" ESG rating is woefully inaccurate and fails to acknowledge that Rollins settled charges with the SEC, has a large vehicle fleet with no plans to adopt EVs, uses pesticides that harm insects vital to the ecosystem, and has been cited in the past for cruelty towards animals."

"Zebra’s solutions are used heavily in applications to track and report inventory in retail and supply chain markets. Ironically, we identify a range of issues with Zebra’s inventory accounting and reporting that indicate Zebra itself fails to accurately manage and report inventory and may be delaying impairment."

"Heska fails to provide adequate financial disclosure to allow investors to properly assess business performance. We find that most of the omissions are provided by sector leader IDEXX Labs, suggesting Heska is not conforming to industry norms. Moreover, some Heska disclosures are simply wrong or inconsistent."

"Spruce Point believes there is rampant misunderstanding of CLEAR’s capital structure. Even Bloomberg fails to identify over $115 million of operating leases. However, we think the biggest disconnect is the multiple share classes that are convertible to Class A shares and the Tax Receivable Agreement (TRA)."

"A number of KOL’s indicated why the 33% explants rate in the NANS paper actually underestimates how often Nevro’s device fails: many patients just turn the device off and don’t bother to have it surgically removed because “they don’t want to go back to their doctor because he sold them on the idea.”"

"It is deplorable that BlackRock, as an industry leader and potential standard setter, fails to recognize that a director who has been on a board for over ten years (or longer) has compromised independence significantly, regardless of whether they are classified independent or not"

"The sell side values VRNT on a P/E basis against Non-GAAP EPS. This approach fails to take into account Verint's poor organic growth, the widening disparity between GAAP EPS and (low-quality) Non-GAAP EPS, and the Company's failure to grow cash flow despite a flood of M&A."

"Believes Company Announcement to De-Stagger Board Two Days Before Annual Meeting and 10 Years after More than 85 percent of Common Shareholders Voted for this Measure is Too Little Too Late and Fails to Address Deeply Imbedded Issues with Taubman Governance Structure."

"There are even more troubling indications that suggest its software fails to flag even the most basic of irreconcilable inputs. There is an order summary for a male under a female profile and an entry that says samples were received before they were even collected."

"Current investors trading TEM's stock may not be aware that the CEO was COO of HA-LO Industries (NYSE: HMK), which went bankrupt after acquiring Lefkofsky's Starbelly.com. His current bio fails to disclose this controversial period of his work history."

"We see ~45-60% near-term downside in DXCM as the U.S. T1 market is increasingly exhausted, as Dexcom fails to participate in the growth of the U.S. T2 CGM market, and as the release of the Libre 2 brings downward pricing pressure on the industry."

"Our criticism of FND's deficient disclosures extend to its Board relationships and related party dealings. For example, despite Peter Starrett serving on both the Boards of Floor & Decor and Boot Barn, FND fails to disclose that it sells to BOOT."

"In fact, this new disclosure proves absolutely nothing - it is an unverifiable, unaudited table of numbers in which QTT fails to even name the "state-owned and reputable financial institutions in the PRC" that supposedly hold ~75% of its cash."

"Spruce Point believes there are intercompany sales and purchases between Xylem and Evoqua, as well as competition overlap, but that the merger proxy fails to adjust for these transactions when depicting the pro forma combined organization."

"With less than a third of long-term pay tied to business growth the new compensation scheme - aligned with K27's flawed targets - fails to link management incentives to long-term performance metrics essential for a successful turnaround."

"Disney fails to set challenging financial performance targets (70% of annual bonus), including negative free cash flow targets in FY 2021 & 2022 and targets well below consensus estimates when comp plans for the year are made ('20-'23)"

"Disney fails to set challenging financial performance targets (70% of annual bonus), including negative free cash flow targets in FY 2021 & 2022 and targets well below consensus estimates when comp plans for the year are made ('20-'23)"

"Warning: Oatly’s Gross Margin is overstated because it fails to include outbound shipping and handling costs. After a review of many public companies in the dairy, frozen and packaged foods space, we find this to be industry standard."

"However, upon closer examination, BP's strategy not only leads to the likely destruction of shareholders value - to the benefit of US super-major shareholders - but also fails to advance the proposed environmental and social cause."

"We believe Alpha's cash flow statement does not give an accurate view of its core cash flow because it includes divested businesses, and fails to capture the critical cost of operating the Dominion Terminal export facility."

"The K27 medium-term plan fails to address the growth potential available to Kao through its Health & Beauty and Cosmetics brands. The lack of ambition makes it look like Kao’s management have an allergy to growth."

"Instrument often fails, including with standard assays that "just flat out didn't work"; incorrect signals; "confounded the algorithm"; numerous problems with mysterious causes; every run has something crop up."

"In a meeting with Elliott, Phillips management openly acknowledged that Phillips 66's value proposition fails to resonate with either refining or midstream investors—the very core audiences for this business."

"In a meeting with Elliott, Phillips management openly acknowledged that Phillips 66’s value proposition fails to resonate with either refining or midstream investors—the very core audiences for this business."

"Warning: Oat prices and rapeseed oil, as measured by futures contracts, are up sharply in 2021. Curiously, Oatly fails to say anything about the effect of these commodity prices on its business prospects."

"Deloitte's Form AP is incorrect and fails to recognize that Australia is audited by Nexia Australia. It also fails to disclose that Singapore is audited by Nexia Singapore and India by CNK & Associates."

"Once the whiskey bubble bursts, and MGPI's braded liquor strategy clearly fails, investors will realize they own a mediocre ingredient Company, which would be valued at 1x sales and 8x – 9x EBITDA"

"However, if performance fails to improve, we believe changes must be considered, which should include a thoughtful examination of whether Match’s best path forward would be as a private company."

"As CHD’s core brands suffer, and as it pivots to more aggressive deals where it fails to hit its own targets and spins excuses, we fail to explain why CHD’s multiples extend to all time highs."

"It appears that TASK is minimizing its growing competition. It fails to say that it competes with Concentrix, Majorel and Sitel according to a former employee and competitor filings."

"CEO Fayer’s biography has many open hole questions. First, it says he started Nuvei as Pivotal Payments in 2003. However, it fails to say what exactly he did prior to 2003."

"The most honest bear case is Hegde execution risk: if volume growth fails to materialize, this becomes a shrinking business retiring shares rather than a growing one."

"History may not be repeating itself, but it certainly is rhyming. We expect a crash back below $3 as the company either dilutes or fails to retain key customers."

"The market fails to account for Saputo’s U.K. Pension plan obligation, which is highly sensitive to inflation and assumes 2.9% inflation vs. 10.1% reality."

"The revised offer announced on April 11th, not only fails to address any of our concerns but in our view makes the whole transaction alarmingly illogical."

"PowerSchool’s risk section fails to mention SOPIPA’s prohibitions on building profiles on students and using a student's own data to target them with ads."

"We believe the market's current evaluation of REZI's capital structure is incorrect as it fails to treat the convertible preferred as in-the-money equity."

"Nuvei's CFO David Schwartz provides a biography that fails to fully disclose that he was appointed the CFO of SureFire Commerce (TSX: FIR) in May 2002."

"Warning: We believe Oatly’s Chairman of the Board provides a disingenuous biography that fails to capture his recent experience with Genius Foods Ltd."

"Spruce Point is dissatisfied with the Company's response, and notes that Saputo fails to provide hard numbers or sources to substantiate its claims."

"If this proposed transaction fails, we expect investors would correctly conclude there is no potential future strategic alternative for the company"

"If Dexcom fails to cut prices by a substantial (yet unsustainable) margin to better match Abbott, its near-term growth runway is severely limited."

"The company’s disclosure is opaque, as it fails to break out the key figure – device sales by organ – showing only a product/service total by SKU."

"We believe Samsara (IOT), like the examples below, promotes itself to retail yet fails to have a sustainable path to profitability and cash flow."

"Rollins frequently cites the recurring nature of its revenues, but fails to provide regular updates about gross, net, or acquired customers."

"Timken’s calculation distorts its trading discount by relying on a cash flow multiple that fails to adjust for short-term, temporary impacts"

"Annual setting of performance criteria for a “long-term” plan fails to hold management accountable for meeting long-term financial targets"

"Annual setting of performance criteria for a “long-term” plan fails to hold management accountable for meeting long-term financial targets"

"I think athena deserves a smaller capitalization, and I’m not just referring to how it fails to capitalize the first letter of its name."

"Does a company that fails to hit a key metric 9 out of 11 years during the greatest bull market in history deserve a premium valuation?"

"If the answer is yes, every whole-loan "sale" is a seller-financed transaction that fails the effective control test under ASC 860."