{ "docId": "019dd923-622c-750b-8b98-eaae8b08698d", "docSlug": "c665ec3b53b5", "documentTitle": "Amcor plc (pro forma Amcor-Berry Global combination) (AMCR)", "authorId": "54_Spruce_Point_Capital", "authorName": "Ben Axler", "documentKindSlug": "activist-deck", "documentKindLabel": "Activist deck", "sourceTypeSlug": "short_seller", "sourceTypeLabel": "Short seller", "presentationDate": "2020-03-10 00:00:00", "orientation": "landscape", "aspectRatio": 1.3333334, "pageNumber": 34, "pageCount": 95, "prevPage": 33, "nextPage": 35, "slideType": "expose_contradiction", "function": "expose_contradiction", "density": "dense", "nDataPoints": 0, "notes": "Uses a direct quote from the company's own SEC filings to expose management failure.", "elementsJson": [ "headline_text", "callout_box", "quote_block", "footnote" ], "metadataConfidence": 1, "imagePath": null, "slideHref": "/slides/019dd923-622c-750b-8b98-eaae8b08698d/34", "deckHref": "/decks/019dd923-622c-750b-8b98-eaae8b08698d", "deckJsonHref": "/decks/019dd923-622c-750b-8b98-eaae8b08698d.json", "deckAnchorHref": "/decks/019dd923-622c-750b-8b98-eaae8b08698d#slide-34", "components": [ { "bbox": { "h": 0.15, "w": 0.14, "x": 0.03, "y": 0.285 }, "kind": "callout", "text": "Material Weakness Disclosure", "attrs": null, "subkind": "primary", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "04bef55c-ccb3-4850-9bd9-848eab568bc8", "frameworkName": null, "frameworkSlug": null }, { "bbox": null, "kind": "callout", "text": "Amcor has had two unresolved material weakness of accounting, disclosure and financial control matters. The Company has not resolved the issue over the course of 18 months. Investors should demand more accountability.", "attrs": null, "subkind": null, "toolName": "Visual emphasis", "toolSlug": "visual-emphasis", "confidence": null, "componentId": "019dd953-2b65-734e-a981-c4b609096a26", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.06, "w": 0.96, "x": 0.02, "y": 0.175 }, "kind": "paragraph", "text": "Amcor has had two unresolved material weakness of accounting, disclosure and financial control matters. The Company has not resolved the issue over the course of 18 months. Investors should demand more accountability.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "2d4435f8-d76c-4963-872a-495bfdf2c49c", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.6, "w": 0.79, "x": 0.18, "y": 0.285 }, "kind": "paragraph", "text": "As previously disclosed under \"Item 9A. - Controls and Procedures\" in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019 filed with the SEC on September 3, 2019, we identified two material weaknesses in our internal control over financial reporting during the conversion of our historical AAS financial statements to U.S. GAAP. The first material weakness was related to our lack of accounting staff and supervisory personnel with the appropriate level of experience in technical accounting in U.S. GAAP and disclosure and filing requirements of a U.S. domestic registrant. We also identified a second material weakness arising from deficiencies in the design and operating effectiveness of internal controls over the period end reporting process. Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2019. The term \"disclosure controls and procedures,\" as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their control objectives. As a result of the existing material weaknesses noted above, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2019.", "attrs": null, "subkind": "paragraph", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "a9b4a658-b290-43b9-a2f9-325af37d95cd", "frameworkName": null, "frameworkSlug": null }, { "bbox": null, "kind": "quote", "text": "As previously disclosed under \"Item 9A. - Controls and Procedures\" in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019 filed with the SEC on September 3, 2019, we identified two material weaknesses in our internal control over financial reporting during the conversion of our historical AAS financial statements to U.S. GAAP. The first material weakness was related to our lack of accounting staff and supervisory personnel with the appropriate level of experience in technical accounting in U.S. GAAP and disclosure and filing requirements of a U.S. domestic registrant. We also identified a second material weakness arising from deficiencies in the design and operating effectiveness of internal controls over the period end reporting process. Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information. ... As a result of the existing material weaknesses noted above, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2019. — Amcor SEC Filing", "attrs": null, "subkind": null, "toolName": "Authority citation", "toolSlug": "authority-citation", "confidence": null, "componentId": "019dd953-2b65-734e-a981-ca4b5d2ffdfe", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.02, "w": 0.45, "x": 0.17, "y": 0.96 }, "kind": "source-note", "text": "Source: First disclosed 10/29/18 Form S4 and still unresolved as of recent 10-Q 2/11/20", "attrs": null, "subkind": null, "toolName": null, "toolSlug": null, "confidence": null, "componentId": "be3c4ad2-1436-4ba0-a59c-043a966f90e1", "frameworkName": null, "frameworkSlug": null }, { "bbox": { "h": 0.055, "w": 0.415, "x": 0.308, "y": 0.045 }, "kind": "title", "text": "Lingering Material Weakness", "attrs": null, "subkind": "headline", "toolName": null, "toolSlug": null, "confidence": null, "componentId": "1e5cfdba-2e70-49cf-83d4-cc49f0e03a9c", "frameworkName": null, "frameworkSlug": null } ], "metrics": [], "tools": [], "frameworks": [ { "name": "fraud-exposure", "slug": null, "matchId": "4b05a7cb-6cb9-4a49-9deb-1b612b70f294", "evidence": "Uses company's own SEC filings to highlight unresolved material weaknesses.", "confidence": 0.9 } ], "arcBeats": [ { "to": 40, "from": 6, "beatId": "abde5119-eb1f-41d5-93e1-e799fbfaa3b5", "arcName": "Problem-Agitate-Solution", "arcSlug": "problem-agitate-solution", "beatName": "Agitation", "beatSlug": "problem-agitate-solution-agitate-make-it-worse", "evidence": "The deck presents extensive evidence of financial and operational issues, worsening the situation.", "position": 1, "confidence": 0.8, "parentBeatName": "Development", "parentBeatSlug": "development" } ], "loops": [], "imagePathAlt": null, "thumbSrc": null, "thumbSrcAlt": null, "locked": true }