Stock acquisition rights exercise conditions linked to ordinary profit of ¥1.2 billion, ¥1.5 billion and ¥2.0 billion
First written in FY2017-Q1. 3 of 9 entries say "Reframed", first in FY2018. Latest entry: FY2026-H1.
FreakOut Holdings moved to the "Worse" side of this theme in 2018, 6 years before the typical company in this theme (2024).
3 other companies' latest entry also says "Reframed".
- FY2026-H1ReframedAnnual report
「The holders of the stock acquisition rights may exercise them only if operating profit in the consolidated income statement becomes positive in any fiscal year from the fiscal year ending September 2026 through the fiscal year ending September 2029.」
A new design was disclosed under which positive operating profit from the fiscal year ending September 2026 through the fiscal year ending September 2029 serves as an exercise condition, separately from the previous tiered EBITDA conditions. - FY2024-Q1RaisedAnnual report
「The holders of the stock acquisition rights may exercise these stock acquisition rights only if EBITDA calculated in the Company’s securities report for the fiscal year ending September 2026 (meaning the amount obtained by adding to operating profit stated in the income statement the investment gains or losses under the equity method, depreciation and amortisation, amortisation of goodwill, share-based compensation expense and costs related to the acquisition and disposal of shares in connection with M&A stated in the cash flow statement) meets the levels set out in (a) through (c) below, and only up to the number of stock acquisition rights allocated to each holder corresponding to the applicable percentage (the “exercisable percentage”). (a) If EBITDA exceeds ¥4.0 billion: exercisable percentage: 50% (b) If EBITDA exceeds ¥5.0 billion: exercisable percentage: 75% (c) If EBITDA exceeds ¥6.0 billion: exercisable percentage: 100%」
The new Series 13 Stock Acquisition Rights use the fiscal year ending September 2026 as the measurement year and set EBITDA of ¥4.0 billion, ¥5.0 billion and ¥6.0 billion as tiered exercise conditions. The thresholds were raised from the previous final threshold of ¥3.0 billion. - FY2021SoftenedAnnual report
「The holders of the stock acquisition rights may exercise these stock acquisition rights only if EBITDA calculated in the Company’s securities report for the fiscal year ending September 2023 meets the levels set out in (a) through (d) below, and only up to the number of stock acquisition rights allocated to each holder corresponding to the applicable percentage. (a) If EBITDA exceeds ¥1.2 billion: exercisable percentage: 10% (b) If EBITDA exceeds ¥1.8 billion: exercisable percentage: 50% (c) If EBITDA exceeds ¥2.4 billion: exercisable percentage: 75% (d) If EBITDA exceeds ¥3.0 billion: exercisable percentage: 100%」
Under the new conditions using the fiscal year ending September 2023 as the measurement year, the initial EBITDA threshold was changed from ¥1.5 billion to ¥1.2 billion, while the ¥1.8 billion, ¥2.4 billion and ¥3.0 billion tiers were maintained. - FY2021-Q1RestatedAnnual report
「1. The holders of the stock acquisition rights (the “holders”) may exercise these stock acquisition rights only if EBITDA calculated in the Company’s securities report for the fiscal year ending September 2023 (meaning the amount obtained by adding to operating profit stated in the income statement the investment gains or losses under the equity method, depreciation and amortisation, amortisation of goodwill and share-based compensation expense stated in the cash flow statement) meets the levels set out in (a) through (d) below, and only up to the number of stock acquisition rights allocated to each holder corresponding to the applicable percentage set out below (the “exercisable percentage”). (a) If EBITDA exceeds ¥1.5 billion: exercisable percentage: 15% (b) If EBITDA exceeds ¥1.8 billion: exercisable percentage: 50% (c) If EBITDA exceeds ¥2.4 billion: exercisable percentage: 75% (d) If EBITDA exceeds ¥3.0 billion: exercisable percentage: 100%」
The design using EBITDA of ¥1.5 billion, ¥1.8 billion, ¥2.4 billion and ¥3.0 billion for the fiscal year ending September 2023 as tiered stock acquisition rights exercise conditions continued. - FY2020ReframedAnnual report
「EBITDA was ¥510 million, ¥10 million above the initial budget of ¥500 million (¥491 million negative in the previous consolidated fiscal year). (a) If EBITDA exceeds ¥1.5 billion: exercisable percentage: 15% (b) If EBITDA exceeds ¥1.8 billion: exercisable percentage: 50% (c) If EBITDA exceeds ¥2.4 billion: exercisable percentage: 75% (d) If EBITDA exceeds ¥3.0 billion: exercisable percentage: 100%」
While EBITDA for the current fiscal year was ¥510 million against the performance conditions previously set through the fiscal year ending September 2020, the new paid stock options established after the filing date set EBITDA thresholds of ¥1.5 billion, ¥1.8 billion, ¥2.4 billion and ¥3.0 billion for the fiscal year ending September 2023 as tiered exercise conditions. - FY2018ReframedAnnual report
「If, in any fiscal year from the fiscal year ended September 2017 through the fiscal year ended September 2020, ordinary profit in the consolidated income statement stated in the Company’s securities report or EBITDA calculated based on figures stated in the consolidated income statement or consolidated cash flow statement exceeds any of the amounts listed below, the holders of the stock acquisition rights may exercise, from the first day of the month following the filing date of the securities report for the fiscal year in which that level of ordinary profit or EBITDA was first achieved, up to the applicable percentage of the stock acquisition rights allocated to each holder, as set out below. (a) If ordinary profit exceeds ¥1.2 billion: exercisable percentage: 10% (b) If EBITDA exceeds ¥1.8 billion: exercisable percentage: 50% (c) If EBITDA exceeds ¥2.4 billion: exercisable percentage: 75% (d) If EBITDA exceeds ¥3.0 billion: exercisable percentage: 100%」
The design was changed from the previous tiered thresholds of ordinary profit of ¥1.2 billion, ¥1.5 billion and ¥2.0 billion to conditions combining ordinary profit of ¥1.2 billion with EBITDA of ¥1.8 billion, ¥2.4 billion and ¥3.0 billion. - FY2017AdvancedAnnual report
「If, in any fiscal year from the fiscal year ended September 2017 through the fiscal year ended September 2020, ordinary profit in the consolidated income statement stated in the Company’s securities report exceeds any of the amounts listed below, the holders of the stock acquisition rights may exercise the stock acquisition rights allocated to them, up to the applicable percentage set out below. (a) If ordinary profit exceeds ¥1.2 billion: exercisable percentage: 10% (b) If ordinary profit exceeds ¥1.5 billion: exercisable percentage: 50% (c) If ordinary profit exceeds ¥2.0 billion: exercisable percentage: 100% Ordinary profit was ¥1,208 million, up 115.2% year on year.」
Ordinary profit of ¥1,208 million for the fiscal year ended September 2017 exceeded the first-tier threshold of ¥1.2 billion. The ¥1.5 billion and ¥2.0 billion tiers were not reached. - FY2017-Q2RestatedAnnual report
「If, in any fiscal year from the fiscal year ended September 2017 through the fiscal year ended September 2020, ordinary profit in the consolidated income statement stated in the Company’s securities report exceeds any of the amounts listed below, the holders of the stock acquisition rights may exercise, from the first day of the month following the filing date of the securities report for the fiscal year in which that level of ordinary profit was first achieved, up to the applicable percentage of the stock acquisition rights allocated to each holder, as set out below (the “exercisable percentage”). (a) If ordinary profit exceeds ¥1.2 billion: exercisable percentage: 10% (b) If ordinary profit exceeds ¥1.5 billion: exercisable percentage: 50% (c) If ordinary profit exceeds ¥2.0 billion: exercisable percentage: 100%」
The tiered design using ordinary profit thresholds of ¥1.2 billion, ¥1.5 billion and ¥2.0 billion continued to be disclosed as the stock acquisition rights exercise conditions. - FY2017-Q1First statedAnnual report
「If, in any fiscal year from the fiscal year ended September 2017 through the fiscal year ended September 2020, ordinary profit in the consolidated income statement stated in the Company’s securities report exceeds any of the amounts listed below, the holders of the stock acquisition rights may exercise, from the first day of the month following the filing date of the securities report for the fiscal year in which that level of ordinary profit was first achieved, up to the applicable percentage of the stock acquisition rights allocated to each holder, as set out below (the “exercisable percentage”). (a) If ordinary profit exceeds ¥1.2 billion: exercisable percentage: 10% (b) If ordinary profit exceeds ¥1.5 billion: exercisable percentage: 50% (c) If ordinary profit exceeds ¥2.0 billion: exercisable percentage: 100%」
Ordinary profit thresholds for the fiscal years ending September 2017 through September 2020 were established in connection with tiered exercisable percentages for the stock acquisition rights.