Callouts & quotes from 930+ 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."

"On face value, Aerojet's revenue and earnings growth are comparable with industry peers. This forms the basis that its valuation is also in-line or at a discount with peers. However, Spruce Point believes that Aerojet's enterprise value does not accurately reflect numerous liabilities, its financial results are inflated with aggressive accounting, and its projected financial results will materially disappoint the Street “consensus” view formed by just a few analysts."

"We value REZI as if it were two separate business using the valuation multiple implied by the trading comps on the previous slide. We believe that the businesses should trade at a discount to peers given lingering legacy operational and financial reporting issues, along with growing complexity from recent M&A. We see 25% - 50% downside risk and expect REZI to underperform the technology and home services sectors."

"AMR has an unusually high freight and handling cost. The reported costs match the reported revenues, which make it appear as if there is no net impact on its financial statements. However, AMR does absorb transportation costs, specifically to move the coal to the ports for the export market. Yet, plenty of its peers also export significant volumes abroad and don't report nearly as high freight costs per ton."

"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."

"Unlocking McGraw-Hill’s long-term conglomerate discount would result in ~$11 of value; Eliminating McGraw-Hill’s corporate cost structure would contribute ~$6 of value; Execution of McGraw-Hill’s authorized buyback would create $3.50 of immediate value; Bridging the remaining margin gap with McGraw-Hill’s peers (gap after collapsing the corporate structure) would create an additional ~$4 of value."

"The Street believes that VRNT shares trade at a ~35% discount to SaaS peers. However, we estimate that VRNT trades just above the industry median, despite its chronically low organic growth, destructive acquisitions, and inability to generate cash flow growth despite frequent M&A – a stark contrast to the many fast-growing and highly-profitable true cloud businesses which occupy the space."

"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."

"As a producer of commodity products and ingredients, MGPI has to constantly innovate to maintain a competitive advantage against its larger peers that have substantially more resources and can easily out-spend it. MGPI holds very few patents, but as we highlighted earlier, its key patent rights to Fibersym® is set to expire in 2017 and could have a material adverse effect on margins."

"Shareholders need to be satisfied that the peer group is appropriate and not cherry-picked for the purpose of justifying or inflating pay. In general, we believe a peer group should range from 0.5 to 2 times the market capitalization of the Company. In this case, Glass Lewis has identified 10 peers outside of this range, which represents approximately 62.5% of the peer group."

"Among the distortions employed by the Company to hide management's history of value destruction, Arconic's purported TSR calculations assume an arbitrary start date that essentially matches a multi-decade low in the trading price of Alcoa Inc., a fundamentally flawed approach that ignores the fact that Alcoa's peers hit their lows on different dates than did Alcoa Inc."

"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."

"As shown in our presentation, the upside from a more focused, streamlined PepsiCo is substantial – greater strategic focus, faster organic growth and meaningful profit-margin expansion would warrant a valuation in line with peers, the market and PepsiCo’s own history, representing a path to more than 50% stock-price increase from today’s depressed levels."

"According to the independent expert report (set out in full in the Appendix), valuing the OLC stake in Keisei’s balance sheet on a mark-to-market basis, reveals that (1) Keisei’s true equity to asset ratio is nearly double its peers; and (2) its ROE has consistently averaged just 0.6% over the last 5 years, a fifth of that achieved by Keisei’s peers"

"Skepticism among scientists makes it "really hard" to get the machine’s data through peer review, forcing "absolutely crazy" amounts of extra validation; struggle to publish papers given lack of trust by academics; vicious cycle as institutions can’t afford the machine, which limits the number of papers; BLI cutting themselves “off at the knees.”"

"We compare Bunge with a global set of agriculture trading and merchandising peers. Analysts often fail to include Bunge's global peers in emerging markets to formulate their valuation. However, it is not fair to ignore these companies since most of Bunge's assets and revenues are based in risky parts of the world such as Brazil and Argentina."

"Aegon trades at a slight discount to its peer median. However, we believe the Company deserves a deeper discount due to the considerable operational risk that exists in its Americas segment; we do not believe the Company's sell-side analysts have given proper attention to the risk that WFG's MLM structure presents in their analysis."

"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."

"Shouldn't DV investors be concerned that it cannot specifically quantify its total number of customers and has reported the same boilerplate figure of "over 1,000" since first filing with the SEC in September 2020? Even worse, DV doesn't define what exactly is a customer, while its close peer IAS gives a lengthy description."

"We believe the market wildly overvalues the entirety of BR by not considering that 40% of its business is tied to low/no margin distribution revenue and services such as credit statement printing. Its gross margins and capex spending (due to aggressive capitalization of costs) are vastly below financial technology peers."

"Southwest is led by a team that has proven unable to adapt to the modern airline industry; the Company’s release today seems to admit as much by stating that the revenue guidance reduction was the result of “complexities in adapting” to the current environment — complexities that Southwest’s peers seem able to adapt to."

"Valuing FSCT shares at a more conservative multiple – below that of its purported peer group – and taking into account (A) management’s unreleased guidance and (B) the potential impact of the pandemic on sales, Spruce Point believes that FSCT shares are worth 50%-60% less than the $33 price set by the merger agreement."

"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."

"Oasis's proposals are additive only and are not calling for shareholders to oppose any incumbent directors; we believe there is benefit in having a larger board, like sector peers, allowing for the addition of specialized expertise while retaining existing directors to ensure continuity and stability for shareholders."

"Taubman's total shareholder return has lagged its Class A Mall Peers since the 2017 Annual Meeting by 22%, due primarily to three factors: (i) the same underlying resistance to truly embrace good corporate governance; (ii) the same operational deficiencies; and (iii) the same stubborn approach to capital allocation"

"Management has cited a high return on capital over the past 10 years as an indication of their competence. Over a more relevant five-year time horizon, Phillips 66 has underperformed both refining and midstream peers, with the underperformance especially stark after adjusting for midstream's lower cost of capital."

"GRP asset turns are below the most relevant peers: Novelis, Constellium and Kaiser Aluminum. In fact, GRP is in-line with UACJ (an asset-heavy Japanese company). Based on the 2016 average turns of 2.98 (excluding UACJ), GRP's is capable of supporting ~$6.5 billion of sales, or 34% more than were generated in 2016"

"Dye & Durham closed at $14.80 per share on its first trading day. This is the price that needs to be used when comparing performance with other publicly traded companies. Introducing the IPO discount in the measurement creates an apples-to-oranges comparison since the peers did not benefit from the IPO bump."

"Spruce Point does not believe that BR is justified in calling itself a SaaS company with margins that scale. In fact, its financials look nothing like a high quality SaaS company. When we benchmark BR's gross margins and deferred revenue relative to its recurring revenue, we find it to be wildly below peers."

"Turner's affiliate efficiency(a) (affiliate revenues per primetime households delivered) is at the high end of the range amongst the peer group primarily due to TNT, which benefits from sports programming, and CNN which had a head start as the first all-news channel, but is facing increasing competition."

"SMCI is currently trading at the highest revenue multiple in its sector, likely a reflection of investors perception that it is growing revenues the fastest. However, unlike its peers which have historically solid free cash flow generation, SMCI has not demonstrated any long-term free cash flow ability."

"Lasertec is an extreme, textbook accounting fraud that checks off every box: claiming to have the highest margins in the industry; but alarmingly little cash flow and the lowest cash conversion among its peers; accompanied by the highest inventory level of any semicap equipment supplier in the world."

"We believe a relevant publically traded peer set to compare IRBT should include small cap consumer electronic and household product companies such as: Sodastream (SODA), Leapfrog (LF), Skullcandy (SKUL), Zagg (ZAGG), NetGear (NTGR), Voxx (VOXX), Universal Electronics (UEIC) and Select Comfort (SCSS)"

"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."

"Prior to Starboard filing a Schedule 13D on September 17, 2012, Office Depot’s stock price had materially underperformed both the broader equity markets, its Peer Group, and its direct office supply superstore (“OSS”) competitors – Staples and OfficeMax – over almost any measurement period."

"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."

"Investors ascribe CHD the highest valuation in the consumer products sector, mostly on the misplaced belief that its growth is fastest among peers, but fail to account for the low quality contribution from acquisitions, and recent price increases that have temporarily boosted revenues."

"Phillips 66 has repeatedly highlighted the absolute dollar amount it has returned to shareholders via dividends and share repurchases, without mentioning that it trails its peers relative to its market cap on this metric. Management's omission of key information deceives shareholders."

"Skechers’ purchase commitments relative to LTM revenue are approximately 64% higher than that its peers as of their most recent fiscal year end. Moreover, Skechers’ increase in relative purchase commitments since before COVID-19 (FY-2 for all) is over twice as high as that of others."

"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."

"Spruce Point believes there is significant downside to Nuvei’s share price as the Company is overvalued on all financial metrics, 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."

"This has resulted in executive compensation at AOL that is approximately 3.4 times the median compensation of an appropriate peer group that fits within the guidelines recommended by both ISS and Glass Lewis, despite poor absolute and relative stock price and financial performance."

"The board of directors are ultimately responsible for setting strategy, driving execution, and holding management accountable for performance. If the board is not aligned with peer standards, neither will be strategy and performance. Thus, "A Better Kao" starts with a better board."

"NSK, NTN, JTEKT, U.S. Steel, and AK Steel are unsuitable peers for TKR. Although Altra and Kennametal are adequate peers, they are substantially less similar to TKR's bearings business than SKF, but their inclusion in a broader peer group does not alleviate TKR's trading discount."

"When compared to peers, Limbach has among the lowest NTM RPO as a percentage of estimated NTM revenue. This could imply a weaker forward revenue base, shorter project durations, or less visibility into future revenue, potentially signaling elevated revenue risk relative to peers."

"Most of the Company's independent Directors have been on the Board for at least 8 years (average/median tenure of approximately 9 years), and rather than being "agents of change," they have overseen the Company at a time during which it has significantly underperformed its peers"

"WD-40’s valuation relative to its own selected peers set of specialty chemical and auto part distributors exposes its extreme valuation. Its valuation becomes even more expensive once it becomes evident that overly aggressive estimates for 2020-2021 will be difficult to achieve."

"Phillips 66 (NYSE: PSX) investors are voting with their feet. The company's stock outperformed peers by 11% with Elliott's release of its #Streamline66 plan, then sank when Phillips 66 management publicly doubled down on its conglomerate structure and midstream growth strategy."

"While there are differences between Smiths' businesses and these companies, the fact that Smiths trades at a meaningful discount to its pure play peers in each of its divisions is a powerful attestation that the entire Company trades at a sizable discount to its SOTP valuation."

"However, despite having arguably the best positioned portfolio in the consumer packaged goods industry, Nestlé shares have significantly underperformed most of their US and European consumer staples peers on a three year, five year, and ten year total shareholder return basis."

"Dollarama has no promotional expense. Meanwhile, promotional expenses average 1-2% of revenue among U.S. peers. As established competitors continue to expand, and as new competitors enter the market (Amazon included), Dollarama’s no-cost marketing strategy may prove untenable."

"Saputo has exhibited the largest increase in Days Inventory Outstanding (DIO) among its global set of dairy industry peers. Whereas its DIOs were below average, now they are above industry average. In fact, over the past 4 years, Saputo's DIO have increased by nearly 20 days."

"Penumbra is a laggard in BOTH 1) scale and 2) stent retriever quality. The simultaneous growth of bundling and the solumbra technique - even as solumbra expands the market for aspiration catheters - will put Penumbra at a significant competitive disadvantage to larger peers."

"Spruce Point has conducted a benchmarking analysis of AMR's reported maintenance expense. AMR has relatively high maintenance capex spending to its gross property, plant and equipment base. Excluding sub-scale producer Ramaco Resources, AMR is a significant outlier to peers."

"Oasis estimates freeplus revenue for 2023 was less than USD 150 million, however, the estimated global retail value of its product peers, Kenvue’s Neutrogena (USD 2.9 billion) and L’Oréal’s Garnier (USD 6.4 billion), demonstrate the potential growth opportunity for freeplus."

"Kornit trades at a meaningful premium to direct digital printing peers it competes with, as well as its second largest print customer which is struggling, on the belief that its 20%+ revenue growth rate is sustainable and its margins are better than peers and will expand."

"It seems clear to us based on the table below, which highlights the significant TSR relative difference between Parkland and its peers pre and post Mr. McMillan's departure, that his departure represented a material and adverse development to Parkland's senior management."

"LSPD has a focus on SMBs but its DSOs at 15 are significantly lower than comparable sized peers at 70+ and actually improved during peak COVID-19 whereas peer DSOs worsened. How is this possible? On the next slide, we show that allowance for bad debts was even increasing."

"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."

"Keisei's Board is swollen by an excessive number of inside directors resulting in misalignment with peers and falling short of acceptable governance standards – at least 4 of Keisei's current inside directors offer little to the Board and should not stand for re-election"