Callouts & quotes from 1,508+ activist slides

"This morning, Dexcom management presented and hosted a Q&A break-out session at the J.P. Morgan Healthcare Conference. In the break-out session, CFO Quentin Blackford provided incremental color on the company's outlook for 2019, specifically that guidance contemplates $20-25M in revenue headwinds per quarter from the transition from the DME to the pharmacy channel, similar to the ~$20M headwind that the company saw impact sales in 4Q18. This accounts for a ~10% top-line headwind and implies that underlying volume guidance is +25-30%, versus the +15-20% overall revenue guidance issued ($1.175-1.225B)."

"What incremental data Intuit does provide shows (1) decreasing penetration of the payroll offering (using the imperfect data Intuit provides), (2) essentially no growth in average employees per payroll customer, suggesting poor mid-market penetration, (3) average payments volume per customer of just $20K, again highlighting Intuit's micro-business customer base, (4) YoY growth rates that are significantly lower than revenue growth rates, suggesting heavy reliance on price increases that may not be sustainable, and (5) declining growth rates over time, particularly in FY 2023."

"The absolute level of inventory has gone parabolic; is highly abnormal as a percent of revenue versus its historical trend; began to spike right when it entered the EUV market; hit a preposterous 120-135% of revenue in some recent quarters; hit its highest level in the last 2 quarters as a percent of assets; is the most inflated inventory level of any semicap supplier in the world; and has no explanation versus the 5 largest players - triple or quadruple ASML, Applied Materials, Lam, Tokyo Electron, KLA - even though they all make complex, long lead-time tools."

"BR lists its number #1 driver of Non-GAAP operating income margin is from “Scale and Natural OpEx leverage from a SaaS business.” However, Spruce Point does not believe that BR is a high-quality SaaS business, if one at all, given it admits it drives no pricing power and does not report metrics consistent with other SaaS companies such as Net revenue dollar retention or remaining performance obligation, and has just $414m of deferred revenue in relation to $3.7 billion of recurring fee revenue."

"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."

"Spruce Point believes that ELF’s valuation is supported by its above market revenue growth. This revenue is highly dependent on its retail channels through Target, Walmart, and Ulta Beauty along with continued appeal with mostly female Gen Z consumers. To the extent that ELF receives pushback from these customers related to its association with Movers+Shakers and its perceived messaging and association with the NXIVM cult, there could be material downside to the share price."

"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."

"Spruce Point believes that consensus estimates for future aspiration catheter revenues are not analytically robust. Yet, as with most companies, the market interprets these estimates as a good indicator of future sales, and as perhaps the most educated, rigorous, and analytically complete assessment of future performance. Accordingly, we believe that Penumbra shares are currently valued according to estimates which likely feature a high degree of error."

"While impressive on the surface, Samsara’s historical revenue ramp has been the result of opportunistic targeting of a one-time government mandate, an accounting sleight of hand, the beneficial impact to revenue recognition of customer financing, and the aggressive practice of buying out existing customer contracts (an extremely expensive technique for buying business that we believe is not appropriately captured in the Company’s financial disclosures)."

"The other key observations from our derivation of estimated Live metrics are that (1) Consumer segment revenue grew faster before the launch of Live (FY 2016-2018) than it has over the past three years (FY 2022-2024), suggesting Live's massive revenue growth may just be fueled by cannibalization of non-Live revenue, and (2) Consumer segment revenue growth ex-Live is very modest, we believe calling into question the sustainability of the franchise."

"Spruce Point believes Mako’s robotic surgical platform is one of the few growth drivers in Stryker's overall lackluster product portfolio and could be over $1 billion of annual revenues. However, we believe that sell-side analysts and investors are not attuned to the fact that Stryker recently cut prices on Mako’s product suite by -17% to -30% in response to companies like Zimmer, which have been giving their system away at no upfront cost."

"We believe the Street is structurally misunderstanding the magnitude of the cybersecurity-related costs that Mercury will face going forward, as well as the delays in revenue contract award opportunities it will face in its high-growth “command, control, communications, computers, and intelligence” (C4I) segment – expected to be a $100m business. Mercury does not even have a CISO at present, and only recently replaced its departed CIO."

"Isn’t it strange that accounting, industry and business scandals and problems have befallen Lumber Liquidators, Tile Shop and Floor & Decor. Yet, despite many clear and obvious signs to us of Floor & Decor’s revenue misstatements, disclosure omissions, accounting policy changes and leadership associated with prior scandals, its equity value reflects “success” in an otherwise difficult to impossible industry to make money?"

"Former employees we interviewed indicated a widespread awareness of and concern inside Ginkgo about its related-party/round-tripping business model: fear inside the company it may not be able to go public or could “be slammed by regulators”; indicated “confusion” at what Ginkgo counts as revenue and questioned if “money actually passed hands”; and suggested that concern around the circular flows was widespread internally."

"In 2019, after merging the Trading & Logistics segment within CAAP - Met, AMR reverted back to allocating freight revenues among segments. Shouldn't the total freight revenue of $363m have been allocated to the new CAAP – Met? Why did 2018 freight revenue decline from $363m to $341m without explanation, but total coal revenues were unchanged? Lastly, how did the new CAPP- Met segment increase revenues by $328m?"

"Using the Wayback Machine, we get a clearer picture of Nussey’s role at Descartes. He was intimately involved in financial planning, revenue analysis and working closely with the sales and finance organizations. In addition, he was responsible for optimizing the operational performance of the company. Furthermore, as a CA and CPA he should have been familiar with Descartes and its basic accounting principles."

"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."

"Beginning in 2004, the Azerbaijani government embarked on the privatization of its interest in Azercel. As detailed below, this was unusually structured and could have been devised to enable the theft of state assets, facilitate illegal and highly suspect payments to entities owned or controlled by the Aliyev family, and provide for an ongoing corrupt revenue source in the form dividends and a put option."

"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."

"Bunge’s historical EV / Revenue multiple averaged 0.35x before the Viterra deal was rumored in May 2023. We believe that the combined Company’s fundamentals have weakened since food consumption trends have changed and Bunge has reported lost market share in certain regions and segments. As a result, we believe Bunge’s new multiple should be structurally lower than its historical trading multiple range."

"Spruce Point is concerned that management is sacrificing liquidity for faster top-line growth – growth which is not reflective of improving fundamentals, but which we believe is simply attributable to (1) a shift in how management accounts for operating leasebacks and (2) a rapid re-adoption of operating-type sale/leaseback agreements which are now being recognized as revenue in full up front."

"If the first-year sales declines in Volker and Aspen were indeed just a temporary product of integration, and if they immediately returned to their (approximate) previous growth trajectories – perhaps supported by temporarily pent-up demand among customers – Hill-Rom could have benefited heavily from one-off accelerations in both businesses. Could management have been spring-loading revenue?"

"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."

"AtriCure's valuation implies that the company's outlook is brighter than at any point in the last decade. But with the company's core surgical ablation market almost completely saturated, and the relentless improvements in catheter ablation technology accelerating, AtriCure is facing both rapidly decelerating revenue growth and the threat of technological obsolescence, simultaneously."

"Former Intuit employees with knowledge of the TurboTax business corroborated our concerns, noting that (1) the state AG settlement damaged the brand and was a bad look for the Company, (2) growth expectations for TurboTax are too optimistic, (3) the costs to deliver human-intensive Live offerings are significant and increasing, and (4) TurboTax revenue really isn't subscription based."

"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%"

"We were further troubled, as the Synlogic press release on June 12, 2019, announcing the $80MM Ginkgo investment stated that “At the closing under the foundry services agreement, Synlogic paid Ginkgo $30MM for “synthetic biology services to be provided over an initial period of five years....” – yet Ginkgo disclosed only $70-150K in its related party deferred revenue disclosure."

"Freedom Holdings generates 85% of its revenues and 95% of their margin lending from FFIN. FFIN generates the majority of its revenue from Russia. FFIN is a controlled entity by Freedom's CEO, who owns 75% of Freedom's stock and therefore has an overwhelming incentive to use FFIN as an illegal piggy bank to funnel funds from Russia into FRHC to manipulate its earnings or stock."

"Ginkgo is, we believe, a colossal fraud, a Frankenstein mash-up of the worst scams of the last 20 years: Enron’s abuse of related parties and special purpose entities; Intrexon, the father of synthetic biology scams, and its circular “revenue” charade; the vaporous grandiosity of WeWork and Theranos; and Ginkgo’s Siamese twin Zymergen, which fell 75% in a single day in August."

"To estimate 2016 revenues per program, we used the following data and estimates: Our revenue cohort assumptions for 2016, 2016 revenues by school disclosed in company filings, 2016 top ten programs by new student enrollment, Tuition data (credits to complete degree and cost per credit) obtained on schools websites where available, UNC enrollment data (from FOIA request)."

"During 2016, expenses were reclassified from sales and marketing expenses to cost of revenue and general and administration for one of our businesses. The expenses moved to cost of revenue are traffic acquisition costs in nature and more appropriately classified as costs of revenue, and the other costs more appropriately classified as general and administrative expenses."

"We cannot reconcile REZI's acquired revenue from 2022 during the critical acquisition of First Alert. REZI also closed three other small acquisitions during this period and generally reported the revenue contribution from acquisitions to total and segment revenue. REZI implemented multiple restructuring programs in Q4'22 despite First Alert performing ahead of plan."

"Warning: Oatly's largest investor Verlinvest describes Genius Foods, a Scottish gluten-free brand with a presence in Europe, as a success. Verlinvest made a "significant investment" in 2014 when gluten-free was the latest hot trend in the food industry. Since then, revenues haven't materially changed, while operating losses have doubled even with restructuring."

"A former employee described concerns about WTRG's ability to meet its long-term goals leading up to the Peoples transaction. By looking carefully at the three-year period leading up to the transaction announcement in 2018, we find evidence that water revenue per customer was declining in two of three segments, while return on equity and EPS were also falling."

"We believe Nuvei is a mixture of acquisitions which on average have been acquired at approximately 5.6x revenues. We estimate up to 40% of revenues are acquired and do not deserve to increase the value of the entire company given numerous issues we've identified with specific acquisitions such as Base Commerce, Smart2Pay, SafeCharge and Vantage Payments."

"Viterra’s website removed its historical consolidated financial information. However, a link to its 2022 financial statements can still be found which shows that actual revenue was $53.8bn which is 22% above the $44.2bn result in 2024. Even worse, Viterra disclosed that it effectively booked repurchase agreements as revenue and had to make a restatement."

"Given the issues we have highlighted regarding Procept's revenue recognition, gross margin accounting, and DSOs, we are concerned that Procept has never had a lead audit partner who has audited a publicly-listed company with more than $150 million of revenue, and its current audit partner has never had a publicly-listed client with any revenue at all."

"We believe the Street is structurally misunderstanding the magnitude of the cybersecurity-related costs that Mercury will face going forward, as well as the delays in revenue contract award opportunities it will face in its high-growth “command, control, communications, computers, and intelligence” (C4I) segment – expected to be a $100m business."

"Management touted Antuit as a "high-margin SaaS business" with revenue growth that doubled over a 3-year period. However, after obtaining Antuit's financial statements, we observe that revenue growth flat-lined in the year leading up to the acquisition, and its gross margin at 46.7% is wildly below the 70%-80% margins of typical SaaS companies."

"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."

"Stryker claims that Vocera’s revenues weren’t a pull-forward of business from COVID-19, but reflected underlying growth of existing trends. Tegus interviewed a former Vocera technology professional who shared insights that the Company was a COVID-19 beneficiary from existing clients purchasing more devices and not net new customer purchases."

"Notably, not one of the releases below discloses a deal size – and all are silent on the critical question of whether they are undisclosed related parties – that is, whether Ginkgo or its investors like Viking are investors in the entities or are providing proceeds that will be round-tripped back to Ginkgo as “revenue” in coming quarters."

"Xylem claims that all YTD 2023 inorganic contributions to revenue are from the all-stock acquisition of Evoqua. However, Xylem also divested a $91 million Evoqua business. Furthermore, Evoqua made a minority stake in Idrica, and distributed its technology globally. Did Xylem book any inorganic sales from Idrica because it incurred costs?"

"Porch essentially barters its software for leads, which it then sells, yet doesn't record the transaction in cost of revenues. Given the subjectivity and managerial discretion on placing values for exchanged services in barter transactions, they have often been heavily scrutinized by the SEC and are susceptible to accounting fraud."

"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."

"To estimate 2017 revenues per program, we used the following data and estimates: 2017 revenues by school disclosed in company filings, 2017 top 15 programs by new student enrollment, Tuition data (credits to complete degree and cost per credit) obtained on schools websites where available, UNC enrollment data (from FOIA request)."

"On its FQ4 earnings call, Intuit management revealed that $50 million of Desktop revenue was pulled into FQ1-FQ3 and $60 million was pulled into FQ4, both from FQ1 2025. Thus, total QuickBooks software YoY revenue growth was between 166 to 563 basis points lower than reported (assuming equal allocation of the revenue to FQ1-FQ3)."

"We believe Stryker's 2018 acquisitions were abysmal. It spent $2,451 million on acquisitions (and recorded an additional $108 million for acquisition and integration related charges), which contributed $236 million of revenue. However, according to the proxy statement, the operating income contribution was negative -$3 million."

"Procept generally recognizes systems revenue upon delivery to either the customer or distributor, which strikes us as relatively straight forward. However, we note that Procept disclosed a material weakness in its internal controls at IPO, and the Company's auditors consider systems revenue recognition a critical audit matter."

"We believe Stryker's 2019 acquisitions were abysmal. It spent $802 million on acquisitions (and recorded an additional $208 million for acquisition and integration related charges), which contributed $354 million of revenue. However, according to the proxy statement, the operating income contribution was negative -$7 million."

"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."

"When management is inevitably forced to curtail its use of operating-type sale/leasebacks to support sales today, the resulting decline in revenue growth could be even more dramatic, as there will be no remaining deferred revenue or profit associated with these operating leasebacks left to be recognized in subsequent periods."

"When management is inevitably forced to curtail its use of operating-type sale/leasebacks to support sales today, the resulting decline in revenue growth could be even more dramatic, as there will be no remaining deferred revenue or profit associated with these operating leasebacks left to be recognized in subsequent periods."

"Harmony’s sales are dependent on a handful of physicians, paid via a speakers program that ex-employees described as a blatant kickback scheme; one of Harmony’s top speakers estimated that he and four others he knows are responsible for 5-700 of all Wakix patients - 20-30% of total revenue depending on how one does the math"

"ENFN claims that managed service revenue increased by $1.6 million from new clients and $2.7 million from existing clients, offset by churn (which is not quantified) for a total of $4.3 million. However, total segment revenue only increased by $2.7 million. Therefore, we estimate revenue lost from churn to be ~$1.6 million."

"It's a bit of a quagmire because they announced a PDN study with the potential for a new indication. Well, the physician community is using it for that anyhow. Okay, maybe if the physician community is reimbursed for it, but they're coding funky anyhow. I don't know how much of an uptick it's going to give them in revenue."

"Chinook, in our opinion, improperly recorded collaboration and licensing revenues from SanReno in 2021 and 2022. This seems to have been an intentional mischaracterization to create the false impression that Chinook’s pipeline, especially atrasentan, can be easily monetized and generate repeatable and sustainable revenue."

"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."