Callouts & quotes from 101+ activist slides

"The BEF spin-off, it goes without saying, exhibits none of the characteristics that the IRS finds so objectionable. It is, as far as we can tell, a "textbook" spin-off which should have no trouble at all satisfying each of the requirements imposed by the statute and the regulations for tax-free treatment. Thus, in our view, while tax issues are always a consideration in deciding whether to proceed with a transaction, it is inconceivable to us that executing the spin-off that Sandell is advocating could, under any theory, "result in hefty (or for that matter, any) taxes." — The Willens Report, March 11, 2016"

""it's supposed to go to the OPO to reallocate the liver...but as soon as TransMedics finds out, they have quite the list of backups, they are already calling other surgeons and being like, could you potentially use this liver?...a lot of these conversations [are] happening...I'm not exactly sure what is said...I just know that these phone calls are being made and then it's...coming back into the OR and being like, this particular surgeon could use this liver. Why don't you call them?" — Former TransMedics OCS specialist"

"The Commission's Order finds that, on November 5, 2001, the company's Chief Executive Officer disclosed material, nonpublic information to the attendees of an invitation-only technology conference in California. At the conference, the company's CEO made positive comments about the company's business that were based on material, nonpublic information and that contrasted with negative statements that he had made about the company's business in a public conference call three weeks earlier. — SEC v. Siebel Systems, Inc"

"Congrats @adp on reaching an amazing milestone of 10m users on #mobile platform - huge for #hrtech industry! - jasonaverbook. ADP Demonstrates Why Service is Core Differentiator at #ADPMOTM - Gary Bragar. MyPOV - When you have the data and #Bigdata skills - you can do amazing things. Today @ADP Pay Equity Explorer - Holger Mueller. Our research finds 41% of orgs use 3 or more systems for Intl Payroll - looks like @adp can handle it all #ADPHCM - Mark Smith."

""Avgi finds it important to stress that the development workers have no cause for concern. "In deals like this the workers are sometimes a little anxious. I wish to make it very clear: one of the reasons for the deal is the technology, and so the development workers in Israel and Bulgaria should be confident that we shall continue to grow and develop new products."" — SafeCharge CEO (Source: "Safecharge was my baby", Globes Israel, May 23, 2019)"

"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."

"In an absolute best case scenario in which ABML successfully builds and ramps its facility, secures adequate battery supply to operate at full capacity, and finds customers willing to purchase material at ABML’s estimated prices, and assuming ABML should trade in-line with a mix of battery value chain and recycling players, we believe ABML is worth less than $1.00/share."

"MSCI's Director Catherine Kinney has been involved with SolarWinds (NYSE: SWI) since its IPO. She served as the Chair of the Nominating and Governance Committee which was responsible for firm-wide risk management and was also a member of the Audit Committee. Spruce Point finds it alarming that the SEC recently charged SolarWinds with fraud for internal control failures."

""As the SEC's order finds, by making misleading statements about order management practices, VMware deprived investors of important information about its financial performance," said Mark Cave, Associate Director in the Division of Enforcement. "Such conduct is incompatible with an issuer's disclosure obligations under the federal securities laws." — SEC Press Release"

"Spruce Point believes AMR is an ESG nightmare. Environmentalists and the public should be outraged to think AMR believes shareholders deserve rewards at this point. Spruce Point finds hidden liabilities, debts due to mine reclamation costs, pensions costs and compensating workers for black lung disease amounting to approximately $740 million."

"Spruce Point finds that Generac’s subsidiary disclosed receiving €500,000 for a sponsorship from “a company with an 50% indirect interest” and that it is owed money. We know that Alma Group was a key sponsor. Did it also have an indirect interest in Generac’s subsidiary? Generac should disclose who is the mysterious indirect interest?"

"Spruce Point finds evidence that Generac is aware that its core business is under pressure. Between September and November 2020 it briefly changed a key slide from "Growth Drivers" to "Legacy Growth Drivers." In subsequent versions of its investor presentation, it has deleted the Legacy Growth Drivers slide below."

"Spruce Point believes that the circumstances facing Premier are very similar: while the sell side believes that Premier’s above-market shareback rates can last indefinitely into the future, Spruce Point finds evidence that near-term catalysts could force Company economics back in-line with the rest of the market."

"Spruce Point finds additional evidence that insiders are extracting more value on easier terms than before from shareholders. For example, equity vesting was reduced from four to three years. Restricted stock units (RSUs) removed any performance condition which were previously linked to milestones such as an IPO."

"Spruce Point finds a common theme of uncollectable receivables within the Pramac Group. Its Asian subsidiary domiciled in Singapore was recently liquidated in 2021 and its last filed financial statements showed a large portion of receivables due beyond 1 year and an allowance of 36.5% against gross receivables."

"With KRNT’s share price up 55% YTD and near all-time highs, Spruce Point finds certain events concerning in the overall context of management touting record results and ‘game changing’ new product innovations, and promoting an Amazon deal where we find concerning revenue recognition and accounting anomalies."

"Spruce Point finds that, taken together, management’s consistent under-reserving has created $55M in paper earnings since FY15, accounting for 6% of cumulative EPS over the same timespan. Reversing each of these items to their FY15 levels would result in management wiping out over 16% of consensus FY19 EPS."

"Current investors are paying a significant premium to the Company’s historical valuation. Spruce Point finds it difficult to justify Kratos’ valuation expansion in light of its history of disappointment, unproven drone opportunities, questionable business practices, shrinking backlog, and rising cash burn."

"Align bulls generally do not consider in-house 3D printing a serious threat to the Company. However, Spruce Point finds that historical limitations to in-house 3D printing have little to do with doctor preference, brand loyalty, or cost savings limitations, as is believed by most Align bulls."

"Spruce Point finds it incredibly suspicious that Off Grid's sister company and customer subsequently impaired assets in an amount similar to the receivables it was owed. Like Off Grid, Hybrid Power was subsequently sold shortly after the earnout period of March 31, 2022 disclosed by Generac."

"This means one of two mutually exclusive possibilities is true: a) ONP churns and burns its customers and miraculously finds new ones to make up for the lost volume (plus 62.5%); or, b) that ONP is lying about its sales volumes to these customers (which is the possibility we believe)."

"Spruce Point finds evidence that Danimer’s CEO Stephen Croskrey potentially attempted to cover up defective body armor after DSM, a Dutch developer of performance materials, publicly released data showing Zylon lost strength under certain temperature and humidity conditions."

"Spruce Point finds that, for large-volume orthodontists, printing in-house could produce over 50% more savings over Align compared to sourcing from third-party labs, and would allow most orthodontists even of lesser tiers to save over 60% compared to Align fees themselves."

"Spruce Point finds Genius' working capital (current assets – current liabilities) to be significantly worse than its peers. We attribute this to Genius' inferior distributor business model in which Genius is at the mercy of its data suppliers and end market sportsbooks."

"Spruce Point finds it troubling that key qualified individuals outside the United States responsible for signing the “Initial Assessment Technical Report Summary Estelle Gold Project Alaska, USA” in January 2024 did not even visit the site for physical inspection."

"Spruce Point finds evidence to suggest that Mercury Systems (Nasdaq: MRCY) could be one of the companies affected by the alleged Super Micro Computer, Inc. (Supermicro) hack, and can demonstrate recent actions taken by management to obscure the relationship."

"Spruce Point finds clear that Saputo is struggling in Europe, and recently made modifications to its competition discussion that suggests a loss of share. We observe that the percentage of retail sales are in decline, and that EBITDA margins are declining."

"Spruce Point finds it troubling that GFL restated results again in Q2 2020. Solid waste revenues mysteriously increased by $12m. The large increase of intercompany revenue, and boosting of Solid Waste segment results, is alarming in light of our research."

"Porch points investors to focus heavily on Gross Profit (Margin) as a key metric and valuation benchmark. As a result, Spruce Point has carefully scrutinized this metric and finds irrefutable evidence to suggest Porch is inflating Gross Profit (Margin)."

"Our research finds that Dr. Patrick Kavanagh, owner of Bailey Health of Michigan, was sanctioned for medical malpractice in Florida and that he graduated from a medical school in Uganda that lost its operating license three years after he graduated."

"Spruce Point finds that sourcing clear aligners from a third-party 3D printing lab rather than from Align results in significant cost savings for effectively all dentists and orthodontists, even after accounting for Align’s volume-based discounts."

"The SEC's order finds that MagnaChip Semiconductor Corp. overstated revenues for nearly two years in response to immense pressure placed on employees each quarter to meet revenue and gross margin targets that had been communicated to the public."

"Spruce Point does not believe that this significant Non-GAAP add back is justified, and finds it concerning that management would choose to include it in Non-GAAP EPS just as it begins to face an increasingly threatening competitive landscape"

"Spruce Point finds that BOOT’s product offering around the Texas Hold ‘Em single does not align with Beyoncé’s look which we believe further discredits the notion that consumers will be drawn to make purchases from BOOT because of the album."

"Spruce Point finds it troubling that GFL restated results and did not notify investors of the change. The large increase of intercompany revenue, and boosting of Solid Waste segment results, is alarming in light of our research."

"Spruce Point frequently finds that when companies have trouble meeting their capex projections, it is at best an indication of poor financial management, and at worst a symptom of significant underlying problems in the business."

"Spruce Point finds it highly unusual that all its executive officers serve at the discretion of the Board except the Financial Controller and Chief Accounting Officer, who serves at the discretion of Chairman and CEO Farrell."

"Spruce Point finds little independent evaluation of management's claims from the sell-side analysts, whom are compensated with lucrative fees for assisting GFL with financing and M&A advisory fees to implement its roll-up."

"Spruce Point finds managements’ promotion, and the market’s hype, regarding a potential uplisting unlikely to be realized, as ABML does not meet the listing requirements set by either the NYSE or Nasdaq exchanges."

"Spruce Point finds that AMR's COO Whitehead has also engaged in undisclosed stock sales contrary to SEC guidelines which mandate that a Form 4 must be filed with two business days following an insider transaction."

"Spruce Point finds that AMR's CAO Nicholson has also engaged in undisclosed stock sales contrary to SEC guidelines which mandate that a Form 4 must be filed with two business days following an insider transaction."

"Spruce Point finds it extremely suspicious that LHCG would amend its organic growth definition to exclude the sales contribution of a single acquisition, however material, which is well past its anniversary date."

"Spruce Point finds it interesting the Conroy left Claire's during a period it received multiple comment letters from the SEC questioning its financial reporting practices around store-level economics and EBITDA."

"Spruce Point finds that AMR's CEO Stetson has also engaged in undisclosed stock sales contrary to SEC guidelines which mandate that a Form 4 must be filed with two business days following an insider transaction."

"Spruce Point finds that companies claiming superior margins that poorly plan and execute against capex projections have underlying problems or poor visibility, which ultimately lead to earnings disappointment."

"Spruce Point finds that AMR's CCO Horn has also engaged in undisclosed stock sales contrary to SEC guidelines which mandate that a Form 4 must be filed with two business days following an insider transaction."

"Spruce Point frequently finds that companies with poor ability to meet capex targets suffer from larger challenges including unstable or worsening end markets or simply poor financial planning by management."

"What Spruce Point finds amazing is that Saputo has been able to improve margins after the 2018 step down, without sacrificing any labor or rationalizing excess capacity (which it has now ceased disclosing)."

"Spruce Point finds that AMR’s CFO Eidson has engaged in undisclosed stock sales contrary to SEC guidelines which mandate that a Form 4 must be filed with two business days following an insider transaction."

"Spruce Point finds it highly concerning that Samsara removed its Chief Product and Chief Technology Hardware and Operations Executive Officers just a few months ago as indicated in the proxy statement."

"Something doesn't appear to be adding up with DV's social media revenue reporting. Spruce Point finds evidence that DV is losing revenue from Facebook and YouTube, two of its largest revenue sources."

"Spruce Point typically finds that public companies with an attractive story try to build research analyst coverage over time. Instead, Nova has shrinking coverage with three firms dropping coverage."

"However, after analyzing Company disclosures, Spruce Point finds that the momentum seemingly demonstrated by Almost Family either may not have been what it appeared or might have since dissolved."

"Spruce Point finds clear evidence that Generac's portable generator business is under pricing pressures, and management has failed to disclose any price issues associated with the business line."

"Spruce Point finds it alarming that WTRG's CEO recently referenced his ability to never disappoint Wall Street, but dropped glaring hints that suggest disappointment could be on the horizon."

"Spruce Point finds it alarming that WTRG's CEO recently referenced his ability to never disappoint Wall Street, but dropped glaring hints that suggest disappointment could be on the horizon."

"Spruce Point often finds that when a Company updates the summary of its risk factors under "Forward-Looking Statements" it marks a shift in the business that is being signaled by management."

"Spruce Point finds it very alarming that CLEAR shares non-biometric data, but maybe more importantly that data is not only subject to a data breach at CLEAR but also its Service Providers."

"Spruce Point finds it interesting that management restructured this lease agreement just as new lease accounting standards permitted it to recognize associated revenue and profit up front."

"Spruce Point finds many of the same individuals have remained at Danimer during a messy period involving contentious litigation with the former CEO, and allegations of securities fraud."