Basic-Fit N.V. ($BFIT)

Hello, and welcome to the Basic-Fit 2025 Full Year Results Conference Call and Webcast. Please note that today's conference is being recorded. [Operator Instructions] I will now turn the call over to your host for today's conference, Richard Piekaar and Head of Investor Relations. Sir, you may begin.

Well, good afternoon, and welcome to our conference call during which we'll discuss our results over the full year 2025. With me today are, as usual, CEO, Rene Moos; and our CFO, Maurice de Kleer. This call is being broadcast live on our website, and a recording of the call will be available shortly afterwards. And as usual, I would like to point out that safe harbor applies. We will start with Rene, who will discuss the highlights and the operational developments, followed by a more detailed look at the financial results for Maurice. After these prepared remarks, we will open the call for questions, and the call will finish no later than 3:00 o'clock. And with that, Rene, I would like to hand over to you.

Thank you, Richard, and welcome, everyone, to today's call. We ended 2025 strongly, meeting all the financial targets we set out last year. This solid financial performance started with our members who entrusted Basic-Fit with their fitness journey. Let's now look at the group highlights for 2025. As a reminder, the group consists of Basic-Fit owned clubs and the Clever Fit acquisitions, whose results have been consolidated for the last two months of the year. The number of clubs in the group grew by 37% to 2,151 clubs, of which 1,716 are owned clubs and 435 clubs are franchised. At the end of the year, 56 owned clubs were branded Clever Fit. All of these clubs will be rebranded to Basic-Fit in the summer of 2026. Turning to memberships in growth. We had an increase of 36% to 5.8 million members versus the same period last year. This growth was supported by strong growth in the Basic-Fit network and of course, the Clever Fit acquisition in November 2025. Revenue for the group came in at EUR 1.42 billion, a 17% increase year-on-year. Growth was driven by the expansion of our club network and continued increase in membership levels and an increase in the average revenue per member per month or ARPU. We go into more details on this in later slides. Underlying EBITDA less rent as a group increased by 11% to EUR 348 million. Let's now narrow it on how Basic-Fit performs. First, I would like to repeat that Basic-Fit has met all its targets for the full year 2025, demonstrating strong operational excellence. We increased our club count by net 85 to bring our total to 1,660 clubs, a 5% increase over the same period last year. Revenue increased by 16% to EUR 1.41 billion, while underlying EBITDA less rent increased by 10% to EUR 345 million. The next slide shows our club network at year-end after the acquisition of Clever Fit. As you can see, we now have a strong position in Germany with 444 clubs, we are the clear market leader. And with the acquired clubs in Switzerland and Austria, we now have a clear presence in the DACH countries. The largest organic growth in the past year was in France, where we grew with 36 clubs to 894 clubs. Spain also continued to grow at a good pace with 21 clubs ending the year with 230 locations. With the acquisition of Clever Fit, we increased our footprint in Europe, growing our presence from 6 to 12 countries. We have a focused expansion strategy in which it is our aim to become the clear market leader in the countries in which we operate. In new countries associated with the Clever Fit acquisition, we will either pursue a leading position in the market on the medium to long term or we will exit the country. Our club network consists of 1,716 owned clubs in seven countries and the franchise network of 435 franchise clubs in seven countries. Let's now turn to Clever Fit to review the acquisition and look at early integration. In November 2025, Basic-Fit acquired Clever Fit, the largest fitness franchisor in Europe and the market leader in Germany. Clever Fit has owned and franchised clubs, which count approximately 1 million members. Immediately after completing the acquisition, we began integrating Clever Fit, starting with financial processes. We also achieved cost reduction through centralization work at the Basic-Fit International head office in Hoofddorp. Throughout 2026, we will continue integrating Clever Fit into our network, capturing further synergies and increasing profitability for both owned and franchise clubs. In our January trading update, we disclosed. That at the end of December, we had acquired 17 clubs in Germany from an existing franchisees. These clubs, along with the 39 owned Clever Fit clubs in Austria and Germany will be rebranded to Basic-Fit. We initiated discussion with franchisees about rebranding in November and December of last year. During this conversation, we explained the potential benefits of rebranding to Basic-Fit as well as the investment associated with it. These discussions are ongoing, and we look forward to welcoming the first Basic-Fit franchisees later this year. We will further update the market about the integration of Clever Fit at our Capital Market Day on April 21. We will now turn our attention to our Basic-Fit membership growth, which increased by 564,000 members, bringing our end of the year total to 4.82 million memberships. Some 82% of this network in growth was supported by our growth countries, France, Spain and Germany. The growth was supported by improving services to our members, including extended opening hours and massage years. This also contributed to the increase in the average length of stay from 23 months in 2024 to 24 months in 2025. Looking across our 1,660 club network, our average membership per club increased by 201 members to 2,902 in 2025 versus 2,701 members in 2024. Our ARPU also increased by 2.8% versus the same period last year to EUR 24.91. We anticipate further yield improvement throughout 2026 as more new members join Basic-Fit club under the pricing structure introduced at the start of 2025. This next slide, you might have seen before. It shows the compound average growth rates of the past 10 years. Despite the COVID years, we have shown strong double-digit growth rates in all our KPIs, including the number of clubs, number of memberships, revenue and underlying EBITDA less trend, something we, as a team, are immensely proud of. In the coming years, we will work hard to continue this trend, which brings us to the outlook for this year. In 2026, we will continue to grow our owned club network at a more limited pace by net 50 clubs. At the same time, we will be integrating the Clever Fit owned clubs and franchisees into the Basic-Fit network. Another focus point will be the further improvement of profitability of our existing club base. The positive results of 2025 and the positive membership trends seen in the first two months of 2026 lead us to believe that we can make a step up in revenue and profitability this year. As we have fixed the energy prices for more than 75% of our expected energy consumption in 2026, we believe that the current volatility in the energy market will have a limited impact on our results. We expect to achieve revenue of between EUR 1.64 billion and EUR 1.69 billion and underlying EBITDA less rent of between EUR 405 million and EUR 445 million at the group level. Furthermore, 2025 was the first year in which Basic-Fit recorded positive free cash flow at EUR 26 million. With the more limited growth of our owned clubs, we expect to significantly improve the positive free cash flow for this year. And with that, I'd like to hand it over to Maurice, who will now walk us through the financials.

Yes. Well, thank you, Rene. As mentioned, today, I will walk you through the financial aspects of our full year 2025 results. And as Rene said at the top of this call, we are proud of what we accomplished in 2025 and believe that we are in a good position as we get ready to close the first quarter of 2026. Let's now turn to the income statement. Revenue for the group came in at EUR 1.42 billion, a 17% increase over the same period last year. Of total revenue, Clever Fit contributed EUR 10.8 million since being consolidated in November 2025. The underlying EBITDA less rent contribution of Clever Fit was EUR 3.6 million in 2025. Looking at our underlying EBITDA less rent, we reported an increase of 11% to EUR 348 million. At the start of 2025, we announced the launch of over 300 staffed 24/7 clubs in France and extended opening hours in Germany and Spain. The additional net costs were EUR 35 million. In the last quarter of the year, the accumulated additional memberships at these clubs compensated for the higher cost base on a run rate basis. The underlying EBITDA less rent margin is, therefore, clearly higher than in the second half of the year compared to the first half. Without the investments in our 24/7 model and extended opening hours proposition, the club costs would be -- would have been 15% higher instead of the reported 20%. In the meantime, we still expect that the regulations in France that prohibit us from operating clubs without staff during the night will be amended. With these changes, we would be able to operate clubs without staff for certain hours during the night as we already do in most other countries, which would allow us to reduce costs. The extent of these savings can only be determined once the final amendments have been approved. The exceptional costs in 2025 were EUR 12.6 million, which remains stable when compared to last year and include costs associated with canceled or closed clubs, rent costs of clubs that have yet to open, costs related to the Clever Fit acquisition, one-off severance payments and employee engagement event, claims and legal costs. Throughout 2025, we made more efficient use of our marketing budget and streamlined headquarter costs. As a percentage of revenue, the overhead costs, including marketing declined from 12.2% in '24 to 11.1% in '25. Net profit increased by 79% to EUR 14.3 million. To arrive at the underlying net profit, we adjust for several items, including the noncash interest costs related to the convertible bonds. These costs included a catch-up adjustment of EUR 16.6 million in noncash interest expenses based on management expectations at the end of '25 regarding the maturity of the convertible bond. Due to recent developments, including Basic-Fit's offer -- of our waiver of the put option of the convertible bond, we will most likely see a reversal of part of the charge in half year results this year. We currently have a waiver for the put option for EUR 113 million of the notional of the convertible bonds, and we are in dialogue with many of our convertible bondholders about the waiver. The underlying net profit increased by 24% to EUR 54.3 million. And let's now turn to CapEx. Looking at first at expansion CapEx. Expansion CapEx for '25 had a nominal increase with the average newly built club costing EUR 1.33 million. During the first half of '25, maintenance CapEx was front-loaded. Spend during the second half of the year came in at EUR 41.6 million compared to EUR 57.6 million in the first half of the year. On a per club basis, this averaged out to EUR 60,000 compared to EUR 58,000 per club in '24. We expect the average maintenance CapEx per club to remain around EUR 60,000 in '26. Other CapEx in '25 amounted to EUR 31 million. The majority of these investments were related to the 24/7 model, the development and testing of the new and refreshed club design, the Relax and Recover pilot program, the energy transition and software developments. We anticipate other CapEx to be around EUR 25 million in '26 as we will continue with the next phase of the Relax and Recover concept pilot. And in addition, we will further invest in the energy transition to strengthen our resilience to fluctuating energy prices. Let's go to the next slide. A year ago, we communicated our capital allocation strategy with an increased focus on cash flow. I'm therefore happy to report a positive free cash flow before acquisitions over '25. Over the years, we have consistently reported strong free cash flow before expansion, which provides a good indication of the company's cash generation capacity prior to investments in new club growth. However, the increasing pace of our expansion over the years has prevented us from achieving positive free cash flow overall. With the slower pace of organic club rollout in '25, we achieved a positive free cash flow before acquisitions of EUR 26.1 million compared to a negative free cash flow of EUR 88.3 million in '24. We expect a significant improvement in positive free cash flow in '26 as we continue to improve the profitability of our existing club base and integrate Clever Fit into the Basic-Fit network. With the acquisition of Clever Fit, we still had a very strong growth in clubs, but the acquisition costs are not part of the free cash flow. As we drew on additional bank financing for the acquisition, the net cash flow came in even higher at EUR 58 million. Go to the next slide. At year-end '25, we had available liquidity of EUR 474 million. On the 6th of March, we offered a lockup for convertible bondholders, ensuring the investor will not exercise the early redemption put option in relation to the optional redemption date on the 17th of June 2026. The deadline for convertible bondholders to enter this lockup agreement is valid until the 17th of March '26. And to date, we have EUR 113 million committed. And in addition, we are in dialogue with multiple bondholders about the lockup agreement. To ensure we are able to meet the demands of convertible bondholders who wish to exercise their put option, we have a EUR 290 million bank facility in place to meet those demands. The main syndicate facility, bank facility will mature in 2029. And then we go to the final slide. As mentioned by Rene earlier in this call, in '26, we will continue to grow our own club network at a more limited pace by net 50 clubs. At the same time, we will integrate the Clever Fit owned clubs and franchisees into the Basic-Fit network. A key focus for '26 will also be the further improvement of the profitability of our existing club base. As the company continues to scale, we are gaining additional purchasing power, which strengthens our ability to reduce costs. To support this effort, we have been hiring specialists. For example, we have brought in experts in property management and procurement to unlock efficiencies that we had not yet been able to achieve. Given the positive membership development seen in the first month of '26, we expect a step-up in revenue for the group of -- to between EUR 1.64 billion and EUR 1.69 billion. As we have fixed the energy prices for more than 75% of our expected energy consumption in '26, we believe that the current volatility in the energy market will have a limited impact on our results. We expect underlying EBITDA less rent to come in at between EUR 405 million and EUR 445 million. And finally, as I said a few slides ago, we expect to see a significant improvement in our positive free cash flow in '26. And with that, I would like to hand it over to the operator and open the lines for questions.

[Operator Instructions] The first question comes from Natasha Brilliant from UBS.

My first question is just on the gyms that you bought from Clever Fit. Can you give us the total price paid? I think in the annual report, it mentioned a EUR 1 million prepayment, but what's the total price and the multiple paid? And can you just tell us what the rationale was for buying those gyms and how many more you might acquire? Second question is on the better cash flow, and you talked about capital allocation and the potential for M&A mentioned in the press release. So my question is really, would that be a preference over buybacks or delevering? And would M&A be in the markets that you've entered by Clever Fit, but where you don't have that market-leading position? Or would you consider entirely new markets? And then my final question is just given the revenue guidance, can you help us with where you expect membership ARPU and mature club EBITDA to get to in 2026, please?

Yes. Maybe to start with the Clever Fit acquisition. So the own clubs that were owned by -- in November when we bought the company hasn't changed. We were able to buy 17 clubs from a franchisee, and we have further discussions about potential other add-ons of the Clever Fit chain. So that's an ongoing process about the exact numbers of what we will invest in the club purchase price and rebuilding them to basically that's ongoing. I think on our Investor Day on April 21, we can say some more about that. There was something about better cash flow about new markets. What was that question?

No, I think your question was about M&A.

M&A. Yes, just whether you go into entirely new markets or whether you'd look to double down in some of your newer markets that you've come to via Clever Fit?

Yes. I think our focus will stay on the countries where we currently are. If you look at the six Basic-Fit countries, put it that way, the focus is growth in Germany, France and Spain. And if you look at the Clever Fit organization, then they have most of the clubs in Austria. So that would be a logical other country that we will take into the scope of growth. But that will be where we focus on. Of course, we will always look at if there are opportunities, but our focus will be in these countries. And your last question was about revenue, right?

Yes. I think Natasha, maybe you can repeat it. It was on ARPU and club EBITDA, I think.

Yes, membership ARPU and if you could give us an idea of where you expect the mature club EBITDA to get to this year, please?

Yes. So we have -- we don't give any specific guidance on that, Natasha. But of course, our expectations are very positive. We see the yield still going up on the back of the increased price increases that we started in the 1st of January 2025. And our total member base is still gradually changing to the higher membership structure. So we have a positive expectations, but no specific guidance.

The next question comes from Marc Zwartsenburg from ING.

My first question is on the membership growth, the 200,000. I understand that's excluding your own from Clever Fit and obviously also excluding the franchisees. But can you give us a bit of a feel what the in growth is for those owned gyms by Clever Fit and the 56 that you currently have? And also, can you give a bit of a feel how the franchise gyms are doing in terms of net growth? You take them one by one?

Yes. That's more easy. Yes, I think the growth of the 1,660 clubs is around this 200,000 net growth. So yes, if you divide that by the members -- by the amount of clubs, you will see that we passed the 3,000 members per club on average, mature and immature. So that is good. On the 56 clubs, we saw a slight increase. So that is also growing. It is not the same -- it is less than 100 members, but they're all growing, not all, but on average, they're all growing. And the franchise, we actually have not put the systems -- we did not connect the systems yet. So that is more or less the same amount. What we have seen so far, there's not been a huge increase in members there.

And is that normal for those -- for Clever Fit? Or does it have to do with the acquisition? Is that a normal trend that we normally see at Jan-Feb?

Well, we're in too early to really say that. Normally, you would expect in January, February to increase in members. The Clever Fit 435 clubs are located mostly in smaller areas, smaller villages. So they have a more stable member base. But we -- yes, we just don't have all the numbers in yet. I think it will take a few more months for us to be able to check this on a daily basis.

That's clear. And on the conversion of Clever Fit to Basic-Fit, you have 56 own gyms now. I think you mentioned also in December that you expected some new joiners that wanted to join Clever Fit that they immediately convert to Basic-Fit. Can you give us a bit of a number how many that are so we get a bit of a feel for where we are on the Basic-Fit conversion, so to speak, to get to that 150 to 200 clubs by, let's say, September this year?

Yes. I think, again, we want to address it a bit more on April 21. But I would say of the 25 clubs that are going to open in the franchise model in the coming, say, period, around 60% will be under the Clever Fit label and around 40% will be under the Basic-Fit label.

40% of that, how many did you say?

25%. That's 25%.

25%.

Yes. Yes. Marc, maybe again, before we get more detailed questions about the Clever Fit. So it is early days. We don't have the systems completely integrated in our systems. We are working very hard on that. And on April 21, we can communicate a bit more clearly on the Clever Fit acquisition.

Yes, sure, sure. No, I understand that. And final question, if I may. The -- you saw the share price today are moving up and then down, and I did get some news from the annual report is that there's a statement in there's -- that the group identified an unauthorized outflow of funds of EUR 4.2 million through social engineering scam at Clever Fit in Germany. Can you maybe provide a bit more color what that is and what we might see as a liability there because I think this might have caused the shares to go down.

Yes, Marc, I'll take that question. Yes, it's actually a very recent development from last week at Clever Fit. It appears to be a case of social engineering, and I would say, an isolated event. We are -- while it happens, we were able to limit the damage, but there is a damage of until now EUR 4.2 million. We have taken action to retrieve those funds. We've also taken action to prevent it happening again. Yes. And further information, we can only share after we concluded our investigations, which we started.

But the maximum risk that we have is EUR 4.25 million.

Okay. Okay. So it stopped. And can you explain what it exactly is? What really happened with the social engineering?

Well, we are investigating it now. And once we have gone through, we will come back to you. And -- but as we said, it is something from last week. The maximum risk is EUR 4.25 million. We don't know how much we can get back. And we will communicate it once the investigation is finished.

The next question comes from Jeremy Kincaid from Van Lanschot Kempen.

Two from me. The first also just on the social engineering issue. Was it a problem or a fault with Basic-Fit or Clever Fit systems? And will it impact the amount you have to pay for Clever Fit or will it impact the earnout? And then my second question is, I saw a media report suggesting that 15 of the Slovenian Clever Fit locations have been rebranded to Shape House. And so I was wondering what that means for Basic-Fit. Does that mean that you've sold those locations? And if so, can you give us an idea of the timing of that sale?

Yes. Again, on the -- it was clearly a Clever Fit. It's -- I don't think that fraud could have happened -- well, I know this fraud could not have happened at Basic-Fit. So again, it is an isolated thing. It cannot happen again. We have taken action that it cannot happen again. We are currently looking at how much of that EUR 4.25 million. We can get back and also how we -- if we know the exact amount and if we -- then we will see if we can actually discuss with several parties involved who is taking the hit on this fraud. The 15 Clever Fit rebranded clubs, we will come back on April 21. We had -- we said already something in the press release about it. We are focusing on becoming the clear market leader and focusing on an x amount of countries. So that could mean, and we will discuss it in April 21 that we will step out on some countries.

[Operator Instructions] The next question comes from Robert Jan Vos from ABN AMRO ODDO BHF.

I have a few. First, I wanted to come back on the EBITDA per mature club. There was a decrease, and you explained that had to do with the additional cost for 24/7 clubs and also opening or having more clubs open in rural areas. I appreciate that you cannot or do not want to share what your view is on the exact EBITDA per mature club that you're eyeing for 2026. But is it fair to assume that we will see a recovery in the absolute amount of EBITDA per mature club in 2026, so an increase versus the drop reported in 2025? That's my first question.

Well the answer is short, yes. So what we -- we started the year with only the cost and not extra income, and we ended the year with more income than cost. So you will see that throughout whole '26. So yes, we will definitely return the amount that we lost in 2025. It wasn't -- we said it before as well. In Dutch, it's the kost gaat voor de baat. I don't know the English for it. But anyway, we did that investment in expanding opening hours, thinking we would get the return within a year, and we did, and we will see the advantages of that in 2026.

That's very clear. A related question here is on France. Has anything changed yet? You're still operating with a rather costly structure with the staffed 24/7 clubs. Is there anything new on pending legislation change so that you can maybe recover those costs? Can you update us on that, please?

Yes. What we understood is that all the signatures are in now, and now we are waiting for it to be published. Again, we are not in all the meetings of the governments, but this is what we have been told is that all the signatures are in now, everything is green light. And they've told us that in the coming weeks, it will be published and then it is official. Again, what it is exactly, we have to see until it's published, but it is clearly going in the right direction.

Okay. So that could be a matter of weeks/maybe a month or so until you expect some news on that?

That's what they have told us, yes.

Okay. And Yes. I also appreciate that you don't want to talk too much about Clever Fit, taking into consideration the upcoming CMD. But you said during the presentation that you either have to have already a leading position or manage to have -- to obtain a leading position. Is it in the countries of presence? So if you look at the countries where you have only a few clubs, Romania, Croatia, Czech Republic, should we -- is it inevitable that you will exit those countries? Or is there an opportunity for one or maybe two or maybe all of these countries that you can obtain a stronger or a leading position? What's the take there?

Yes. I think it's possible that we could grow in, let's say, maybe one or two of those countries. Again, we've always been a really focused organization, is really focusing on one or two countries. So having so many countries with just a few clubs is not logical in the way we have been building our company. So yes, we will discuss it on 21st of April, but I do not believe we will keep all countries.

Okay. And maybe final, you spent a few words on that, but just to clarify, I had the EUR 4.2 million, is it also possible that you can go back to the seller and claim some of the losses?

Yes. It is possible that we -- if it's a seller or if it's other parties, but it is possible that we don't lose everything, correct. This is the maximum amount. So what we put in the year numbers was the minimum amount that we could lose. The minimum amount is zero, but the maximum is EUR 4.25 million.

The next question comes from Karel Zoete from Kepler Cheuvreux.

I have two follow-up questions. The first one is with regards to profitability in the segment for France, Spain and Germany. We see very good uptick in revenues, but profitability is only up a little bit. Can you discuss more detail what you've seen in terms of underlying profitability in your markets? And in particular, curious about the progress you've made in France and Spain. And the second question is in relation to Clever Fit. We see the consolidation effect in '25 on revenues and profitability. It seems that profit margins have expanded nicely or at least you've had a couple of very profitable months at the end of the year. Still in the annual report that says that there's minimal headroom for the impairment test for the goodwill paid. So if you can share discuss a bit what that statement is based on because it seems that improvements in profitability is going quite quickly.

Yes. Let's go for the first question, the profit on France, Spain and Germany. Well, it is -- these are the countries where we grew with, let's say, around 75 clubs net growth. So that's also the clubs, the countries where we have opening losses. That's one. Then we have the 24/7 clubs, which that EUR 35 million we talked about is just France. So that is something that's a hit for 2025, and that's not a hit for 2026. it will be a positive thing in 2026. So bringing the growth to only 50 clubs and also a few, let's say, 10 clubs in the Benelux, meaning we will grow not with 75 or 80 clubs in those growth countries, but with half. That will also improve the result of those countries and the further in growth in members, you will have the full advantage. So if you look at January 1, '25, we had 2,700 members on average. And in this year, we start with 2,900 members per club. And that also explains the increase in turnover and expected EBITDA for 2026. So you will see a better result in '26 on a club level, but also the growth countries than last year.

Yes. And then Karel, maybe to your second question regarding Clever Fit. Yes, actually, we have seen at the end of '25 already some improving profitability there also due to some early organizational changes that we implemented, some additional performance measures. So we are well underway in integrating Clever Fit in our group, and that has a positive effect on the profitability also of Clever Fit.

Again, we don't want to talk about April 21 all the time, but we will go into more detail on the 21st of April about Clever Fit. But maybe it's good to announce already that the owned clubs the turnover, as an example, is more than 50% of the total Clever Fit group. So it's a combination of franchise and owned clubs. And yes, we see a lot of upside in the own club part in the beginning. I think the in growth of the franchise is -- yes, we have to just add more clubs to the base. But we will go into more detail on April '21 because we keep getting these questions and keep answering them, then we can cancel 21st of April.

The next question comes from Maarten Verbeek from the IDEA!.

Firstly, I want to discuss the ARPU you mentioned because if I look at the year-to-date ARPU at Q3 and the full year, that's a gap of some EUR 0.30 improvement that suggests that in Q4, your average ARPU was at EUR 25, EUR 27. And this is even before the price increases. So what has happened there? And is this the base for next year, the minimum level because you're going to improve your pricing model?

Yes, Maarten, thank you for your question. So, it ended on, I think, EUR 24.75. Yes, there is still an increasing trend on that ARPU. So it's mainly based on the price increases that we started in the 1st of January 2025. There's a constant change in our membership base. We see that approximately 50% of all new members use our either premium or ultimate membership. So that has a positive effect on our yield. And we expect that to increase during the year 2026 again because we have only -- you know that we have a length of stay of 24 months. And that means that on average, the next 12 months will also profit from the price increases that we had at the 1st of January.

Yes. I think maybe something good to add as well is that only the price increase for new members, right? So the old members, which is the biggest part of the base is paying the old price still. So we do expect actually the coming two years to have an increase -- continuous increase in the yield. So in '26 and '27, we expect an increase in the yield.

Okay. Secondly, when you announced the acquisition of Clever Fit, you mentioned EUR 160 million purchase price and a EUR 50 million earn-out. However, when I now looking at your cash flow statement in your report, I do see a cash out of EUR 139 million. And if I adjust that the EUR 5 million cash, that's EUR 144 million purchase price. Could you explain this difference?

Yes. So the EUR 160 million was cash and debt free. So it was adjusted to the number that you just mentioned.

But according to me in the press release, it is EUR 140 million. And also what is in the cash flow statement.

No. But that means that maybe there was a financial lease in it and then we deduct it from -- then we were not able to pay that back to the banks. And so we deducted it from the EUR 160 million. The total price was EUR 160 million. So if there was some debt still in there lease or bank debt or something else, then we deducted it from the EUR 160 million. And that's how we came to the EUR 44 million. So there's EUR 60 million of debt that we took over.

The next question comes from Marc Zwartsenburg from ING.

A few follow-ups from my side. First, on the 24/7 gyms, the signatures are there. I recall that I think last year, you said we probably will be saving at least 50% of the EUR 35 million when we go to start solution. Given that you're probably in contact with them and know a little bit what the conditions are of the French state, is that statement still valid that you expect a saving, let's say, north of 50% of the EUR 35 million, just to get a bit of confirmation around that.

Yes, that's correct.

That's still correct. And then on the M&A side, are you allowed by the financial agreements that you currently have in place with your banks? Can you do M&A? Can you acquire more gyms this year? Because the last ones you did at the 17 were in '25. Are you allowed to do more gym franchisees takeouts in '26? Are you allowed to do that?

Yes. Well, we have a very good relationship with our banks. So if there's a good opportunity, there's -- we can always do it. I have not seen -- in the past, we have never been blocked by any of our partners for doing a good acquisition. So if there's a good acquisition in the market, we can do it.

Okay. And then lastly, one for Maurice on the free cash flow, the EUR 26 million. That's excluding, I thought that you said the waiver costs, et cetera. So excluding that, it was even EUR 58 million, correct me if I'm wrong. Were there any one-off leases in there? Was it a bit of a clean number?

Yes. Good question, but it is a clean number.

And the numbers are correct.

Yes.

So with, let's say, EUR 100 million higher EBITDA, which you're guiding, we should at least have a number like a starting point is the EUR 58 million and then add EUR 100 million and that's where it starts.

Good question. We will answer that in 12 months.

But Marc, I know you can do really good calculations. So I think you have a lot of information to make a good calculation on this.

I'd now like -- we have reached the end of today's conference call. I'd like to hand it over to Richard Piekaar for any closing remarks. Please go ahead, sir.

Thank you, and thank you, everyone, for joining us today's call. If there are any follow-up questions, you know how to reach us, and we will continue the conversation. Thank you very much, and have a nice day. Thank you.