Brockhaus Technologies AG (BKHT) Earnings Call Transcript & Summary

Hello, ladies and gentlemen, and welcome to the Brockhaus Investor Update Call. [Operator Instructions] Let me now turn the floor over to Marco Brockhaus. Please go ahead.

Yes. Thank you, and good afternoon, everyone. Welcome to Brockhaus Technologies' earnings call for the fiscal year 2024. Before we begin, I would like to point out that the slides we are presenting will afterwards be published in the Investor Relations section of our website, brockhaus-technologies.com. After our presentation, we will open the call to questions from your side. To be fair to everyone, please limit yourself to one question plus one follow-up. Thank you very much in advance. Before we present our results, I encourage all listeners to review the legal notice on Page 2 of our presentation, which explains the understanding of forward-looking statements. Additionally, please refer to Note 6 of our consolidated financial statements for 2024 on Page 93 onwards of the Annual Report 2024 for a discussion on alternative performance measures as well as the reconciliation of non-GAAP figures. For information on risk factors that could cause actual results to differ materially from forward-looking statements, we kindly refer you to the section on risks and opportunities in the Management Report 2024, starting on Page 64. Flipping over to Page 3 to give you a general remark on the delayed audit and final outcome. As published in our ad hoc release on August 5, we received an unqualified audit opinion from our auditor, KPMG. The audit by KPMG confirmed our preliminary key performance metrics, group revenue and adjusted EBITDA published at the beginning of March with only very minor deviations. The only significant deviation that resulted from very detailed audit procedures were the noncash impairments in the consolidated financial statements and financial statements of Brockhaus Technologies as published on July 16. I will now hand over to Marcel, who will provide you for more information on the postponed and the noncash impairments.

Thanks, Marco. Also, a welcome to everyone from my side. On the postponement of the 2024 financial statement publication, we would have also preferred to be quicker, and we supported the audit with all our strengths as well as with the support of external advisers. However, the timetable is largely determined by the auditors and Brockhaus Technologies had only very limited influence on the speed and actions of the auditor. All requests from KPMG were answered timely to keep the audit process as efficient as possible. One of the main drivers for the delayed publications was the fact that KPMG significantly extended the scope of audit for the whole group after certain concerns were raised by KPMG in March 2025, mainly with regard to one specific transaction as a foreign subsidiary of IHSE. The Audit Committee of Brockhaus Technologies immediately initiated an internal investigation into the underlying fact after it had been informed by KPMG. As a matter of precaution, the transaction in question in the amount of approximately EUR 2.2 million was not included in our preliminary group revenue. Brockhaus Technologies and its subsidiaries worked diligently to answer KPMG's questions and to provide all clarifications and audit evidence requested by KPMG. This required considerable management and personnel capacities, including a substantial amount of external support from advisers. Naturally, the Audit Committee and its Chairman were in constant contact with the auditor and monitored the internal investigation at IHSE closely. The Supervisory Board and in particular, the Audit Committee discussed the findings as well as the potential consequences extensively with us and the auditors. Last month had been very -- the last month have been very challenging, not only for Brockhaus Technologies, but also for our whole shareholders. However, we are firmly convinced that we will emerge from this unfavorable situation as a stronger company. On the noncash impairments, the goodwill of the Security Technologies segment, so IHSE, previously valued at EUR 80 million was impaired by EUR 40 million to EUR 40 million in 2024 consolidated financial statements. In addition, certain PPA assets recognized during the acquisitions of IHSE and kvm-tec were impaired by EUR 8 million. In the 2024 statutory annual financial statements of Brockhaus Technologies, the shares in IHSE reported under financial assets were impaired from EUR 96 million by EUR 45 million to EUR 51 million. This has no impact on adjusted EBITDA and no cash impact. The main reason for this impairment was the weaker-than-expected performance of IHSE. Regarding the Bikeleasing impairment, it is getting a bit more technical. In fiscal year 2023, a portion of our shares in Bikeleasing were transferred to another wholly-owned subsidiary of us, so-called BT Zweite Beteiligungs GmbH, thereby realizing hidden reserves. The realization of hidden reserves allowed us to pay a dividend last year. To do so, we, of course, had to let an external auditor value the shares of Bikeleasing at that time, meaning end of 2023. At the point in time, the valuation came out to around at EUR 790 million, given the strong growth over the previous years. As a result, those shares were not transferred carried in a value significantly above their original acquisition cost. Those shares were not transferred are still in the books with their acquisition costs. Due to the weaker-than-expected development of the German bicycle market over the last year, we had again to let an auditor compile an updated valuation opinion on Bikeleasing now as per end of 2024. This valuation ended in a significantly higher valuation compared to our entry valuation from end of 2021, however, below the updated valuation from end of 2023 when transferred some of our shares. Hence, as of December 31, 2024, these transferred shares in BT Zweite Beteiligungs GmbH were impaired from EUR 70 million by EUR 23 million to EUR 47 million. Despite the impairment, the carrying amount remains well above the original acquisition cost of EUR 22 million. The remaining shares in Bikeleasing, which continued to be carried at original acquisition costs remain fully unchanged. I now hand it back to Marco, who will present you our results for the full year 2024.

Yes. Thank you. Turning to Page 6. Let me briefly summarize what we achieved last year. Despite the significantly deteriorated economic and consumer climate, we were able to hold our ground and deliver another consecutive year of solid organic growth with high profitability. For the current fiscal year 2025, we expect organic revenue growth of plus 10% to plus 15% to EUR 225 million -- excuse me, to EUR 235 million despite the ongoing challenging economic environment. In light of the investments in the long-term growth of Bikeleasing and the still very challenging bicycle market, we expect adjusted EBITDA for fiscal year 2025 to be in the range of EUR 50 million to EUR 55 million. Brockhaus Technologies generated revenue of EUR 204 million in 2024, which represents organic growth of 10% compared to last year. Adjusted EBITDA and EBIT turned out 3% and 4% lower than last year, which was mainly driven by personnel and other operating expenses to enable future growth of our technology group. The next chart illustrates the development of our free cash flow before tax over the past 4 years. The compound annual growth amounts to an impressive CAGR of 60%, increasing from EUR 11 million in 2021 to EUR 43 million in the last year. Despite last year's challenges, free cash flow remained rock solid at record level. In the long term, EPS -- yes, in the long term, adjusted earnings per share also featured dynamic growth momentum. Since our initial listing 5 years ago, EPS has increased by 9x. Still at EUR 0.88 per share last year, underperformed a record high of 2023 when EPS amounted to EUR 1.05 per share. The reason for this was materially the weak performance of IHSE in which we hold 100%. In contrast, our share in Bikeleasing corresponds to 52%. As a result, the solid performance of Bikeleasing could not compensate for the difficulties at IHSE in 2024, unfortunately. Still considering the various substantial economic headwinds, we think this development is still very robust. Let's move to revenue by quarter. Proceeding to the next slide, let us look at how revenue developed on a quarterly basis. At IHSE, on the bottom of the page, every quarter underperformed last year, unfortunately. Despite the strong uptick in sales in the third quarter, an unexpectedly weak year and really took a toll at the company's income figures. The main driver was extraordinarily high customer-driven delivery postponements at the year-end. Bikeleasing, on the top of the page, performed very nicely until Q3 with significant year-over-year growth rates in the fourth quarter, however, we really took a blow from ramp-up difficulties at the newly established secondhand bicycle platform, Bike2Future. This led to a harsh dip in resale revenue of previously leased out bikes. I will now proceed to the next page for the regional sales split. First to Bikeleasing. No surprise here, the company does business in Germany and Austria and growth in revenue was 18%. IHSE was broadly flat in EMEA, while the Americas region was under strong pressure from tough comparables. In 2023, Americas revenue comprised a very large project with IHSE unfortunately could not catch up in 2024. APAC shows strong growth of almost 70%, however, on relatively low absolute terms growing from EUR 3.2 billion to EUR 5.4 million. Turning to the segment P&L table. KPIs here by segment. In the first 2 columns, we see that Bikeleasing gross profit margin was slightly above last year's level at 65%. EBITDA and EBIT margins are somewhat reduced, which was due to increased personnel and other operating expenses to support expected future growth. This cost base also includes operations of Probonio, which we acquired in April 2024. Proceeding to the next 2 columns to the right. At IHSE, the gross margin was also down a bit, resulting mainly from inventory write-downs. What is not positive was the margin development at EBITDA level, where IHSE was down to 9.1%. This caused naturally by the top line level in conjunction with the fixed cost and personnel and other operating expenses. Moving to further columns to the right. In the central functions, expenses were significantly lower than last year's level. This is mainly due to reduced performance-based compensation payments. In conclusion and summing up on the consolidated group level, revenue was EUR 204 million, showing a solid increase of almost 10%. Gross profit margin was at 66.5% and thus exactly on last year's level. Adjusted EBITDA margin was 32%, bringing our group to an adjusted EBITDA of EUR 65 million. The group's adjusted EBIT of EUR 60 million corresponds to a margin of 29%. Next page is on leverage. I would like to run you briefly through our financial leverage structure. End of December, the debt loan or the debt from loans amounted to EUR 73 million. When subtracting cash of EUR 48 million, we are left with a net debt from loans of EUR 24 million. Furthermore, adding EUR 16 million from other financial liabilities and EUR 5 million of net debt from lease refinancing brings us to EUR 46 million in total net debt. If you compare that to EBITDA of the last 12 months, this corresponds to a leverage of 0.7x. This is a significant reduction compared to the beginning of the year when leverage was almost 0.9x. As our limit for this KPI is somewhat 2.5x, we consider our current financial position as more than conservative. This concludes the first part of our presentation. And I now hand over to Paul Gohring, who is in charge of our acquisition team. Paul?

Thanks, Marco, and also welcome, everyone, from my side. So as usual, let me start the operational deep dive with a look at Bikeleasing. 2024 marked another record year for Bikeleasing in terms of financial KPIs with organic revenue growth of some 18% and adjusted EBITDA of 7% as presented earlier already. Bikeleasing was able to further continue the growth of its corporate customer base last year. As per year-end, the number of corporates stood at around 72,000 with around 3.7 million employees behind them. This corresponds to growth of 21% and 12%, respectively, and underlines that the growth has been particularly strong within SMEs. As announced with our Q1 figures for 2025 already, the number of corporate customers also continued to grow going into 2025 and in the meantime, reached a level of 74,000 with around 3.8 million connected employees. Despite that positive development in new customers, the number of facilitated bicycles last year was roughly 8% below the previous year with around 139,000 units. We already discussed the key reasons for this in our last earnings call. But to summarize it again, as it's a couple of months ago, there were 3 main reasons why, 1 of which is externally driven and 2 of which were active management decisions. Firstly, the generally weakened consumer behavior as a clear external effect paired with high discounts within the bicycle retail space. Secondly, the adherence of a very strict rating management related to our customer base despite countrywide rating downgrades, which led Bikeleasing to actually decline on a significant number of both new customers, so new corporates approaching us as well as orders from existing customers who have expected a rating downgrade. And thirdly, the ongoing shift of existing customers from a fixed to a floating rate leasing factor system where corporates that employ around 10% of the connected employee number have still not agreed to the new system, leading to a reduction of new orders from those specific customers. This being said, and this is now very important, Bikeleasing still managed to increase its market share in the German bicycle market in euro terms as you can see on the right-hand side of the slide, as the overall market volume in euro terms decreased by over 10% in 2024. The reason for this is that average bike prices took a significant hit of minus 8%, driven by the extreme discounts within the retail space, while the average price within Bikeleasing was broadly stable. Vice versa, this, however, means that heavily discounted bicycles are not being leased, which causes a negative impact on units, which were down 8% at Bikeleasing and only down 3% in the broader market. But still multiplied with each other, leading to the euro volume leads to an outperformance of Bikeleasing in that respect. Moving over from financials to dive deeper into the strategic decisions we took last year. Most importantly, the initiated transformation of Bikeleasing from a pure-play brokerage platform to a digital HR benefit ecosystem. Bikeleasing added 2 new synergistic business lines in 2024. First, Probonio, a multi-benefit software provider by way of acquiring the company in April 2024. And secondly, Bike2Future, a digital platform for the sale of used bicycles by way of founding the company towards end of last year. This platform approach should not only enable Bikeleasing to deeper integrate with benefit programs of their corporate clients, thereby driving long-term client retention, but also expand the total addressable market more than sixfold. With this high-level overview, let me double-click on both new business lines separately. As just mentioned, Bike2Future is Bikeleasing's new subsidiary for the resale of used bicycles. But why is this a topic for Bikeleasing as a digital brokerage platform anyway, you might ask. The return of used bicycles to Bikeleasing is business model imminent. At every lease end, Bikeleasing offers the respective employee the option to purchase their previously leased bicycle. This option is being used by the vast majority of users also. Last year, for example, 93% of the cases. However, this means the other 7% that are left of bicycles returned to Bikeleasing. On top of that, Bikeleasing receives used bicycles stemming from early lease terminations, meaning the situation where an employee has left their employer, the firm that they're working at before end of the 36- or 48-month period. Be it because various reasons, they were fired, they resign themselves, they become ill, motherhood, et cetera. Those cases are obviously covered by the insurance that's always mandatory for those cases, but the bikes still return to Bikeleasing, nonetheless. In order to improve the monetization of a naturally increasing number of returning bikes, Bikeleasing incorporated Bike2Future as a dedicated entity to remarket the bikes through both physical stores as well as online B2B and B2C channels. On the bottom of this page, you can see Bike2Future's first physical store in Weiterstadt, which is close to Frankfurt as well as screenshots from our B2C and B2B online shops that are already live. While short-term margins in the returning bikes business are, of course, affected by the immense price pressure due to discounts in retail, as you could observe in Q1, the newly opened B2C channel should offer attractive margin potential over the medium term. A similar summary on Probonio on this next slide. As a brief reminder, Bikeleasing acquired 100% of Probonio in April 2024 following 3 main strategic rationales. Firstly, expanding the breadth of employee benefits Bikeleasing can offer their large base of corporate customers out of one hand. Secondly, reduce administrative efforts, enhanced costs for their customers by using Probonio's benefit management software for increased digitization and automation on the client side. And thirdly, ease internationalization efforts by having a combined multi-benefit offering in place that can be tweaked to local benefit preferences. Since the acquisition, Bikeleasing has spent a lot of time and capital on the continued platform build-out, specifically for products and technology development as well as go-to-market. Some examples include the brand of Probonio that was relaunched, the expansion of our sales and marketing organization, new benefit modules that were continuously added to Probonio such as, for example, employee discounts or also daycare subsidies. And of course, the technical integration with Bikeleasing's platform was deepened last year. At the same time, first upselling activities for Probonio were launched in late August 2024. And even though the conversion was progressing slower than initially anticipated, corporate customers are still nearly doubled as per year-end to round about 1,500 individual clients. Proceeding to our other subsidiary, IHSE. As presented earlier, IHSE revenue declined year-on-year. However, the underlying, let's call it, base revenue has been broadly at the same level as in 2023. This comparison is distorted by the largest single order IHSE has ever received in the amount of approximately EUR 8 million the year before. The nonrecurrence of such a solitary project is also the reason why the Americas region was significantly below the previous year. In contrast, development in EMEA was stable, while APAC experienced significant growth year-over-year. Nevertheless, just to be clear, APAC is still impacted by a general decoupling tendency of China, especially in relation to critical infrastructure. In addition, several medium-sized projects that were originally expected for year-end 2024 were postponed over the year-end, increasing backlog, but lowering recognized revenue even further. This is also a good bridge to the next slide. The shift of projects over quarter or year-end are normal course of the project business of IHSE. It's not nice, but projects can shift over deadlines, and it is like it is. As presented earlier today, the Managing Director of one of IHSE's foreign subsidiaries, however, apparently did not want to accept this fact and wrongly booked revenue for one project end of last year. This misbehavior was identified as part of the audit processes and was the tipping point for the previously mentioned internal investigation as well as month-long audit postponement. As a result of that, not only the local management, but also the group management of IHSE was reorganized. Frank Breitenfelder, you can see on the left-hand side of this slide, joined IHSE in April as new Managing Director and CFO to strengthen governance, financial oversight and more generally run the operational divisions of the business. In addition, Dr. Enno Littmann, the long-standing CEO and current Chairman of IHSE, has temporarily rejoined the operational management to provide support and continuity. He's especially taking care of IHSE's sales and business development activities. Lastly, the local Managing Director of this foreign subsidiary of IHSE was also replaced by a long-serving IHSE team member in that region. These measures aim to ensure continuity of operations and reinforce IHSE's internal control systems, allowing the business to come back to a normal modus operandi. This concludes the operating update, and I'm happy to answer any questions you might have later in the Q&A. I now hand back over to Marco, who will present our forecast for the fiscal year 2025.

Yes. Thank you, Paul. Flipping over to the last page of today's representation, our forecast for the fiscal year 2025. We expect revenue between EUR 225 million to EUR 235 million, corresponding to solid growth -- organic growth of plus 10% to plus 15% compared to fiscal year 2024. For adjusted EBITDA, the group plans a range of EUR 50 million to EUR 55 million, which represents a decline of minus 15% to minus 23% compared to adjusted EBITDA for the 2024 reporting period. As part of the ongoing transformation of Bikeleasing from a single product provider to a multi-benefit platform, the 2025 fiscal year is expected to include significantly higher expenses for personnel and other operating costs. These increased expenses are primarily driven by our strategic growth initiatives, particularly the rollout of the digital multi-benefit platform, Probonio.de and the development of the used bike sales platform, Bike2Future.de, established in 2024. Despite initial signs of recovery in the German bicycle market, the overall environment remains challenging. High inventory levels among bicycle retailers continue to lead to significant discounts in retail, which impacts not only the resale prices of used bikes, but also the demand for new company bikes. The Executive Board expects this situation to persist into the second half of 2025, and this is reflected accordingly in the full year forecast for 2025. A significant portion of the higher expenses at Bikeleasing this year will be offset by the introduction of a bicycle dealer commission, which became effective on August 1 and is already common practice among most competitors. Please note that this forecast assumes that there will be no further change in the scope of consolidation within Brockhaus Technologies. The reason for this approach is very -- the difficulty of -- in predicting the nature and scope of future acquisitions. We do not believe that any estimates in this respect are sufficiently reliable, even though we are constantly working towards finding the next hidden gem in the market. That concludes our presentation, and we are now happy to answer your questions. For that, I would like to hand over to the operator.

[Operator Instructions] And the first question goes to Christoph Hoffmann of Montega AG.

First question is on future capital returns to shareholders and what's your take on this? And then secondly, maybe you can elaborate a little bit more on the M&A inbound you reviewed intensively last year. So maybe also on the number of offers you received, if it's more than one. And then your final decision and also the nature of the buyer. And then yes, let's move on to some operational questions, but maybe this 2 first.

Yes. This is Harald, Head of Finance. Touching on your first topic, if I got that right, that was with regards to dividend payments in the current year. And as we said in our financial statements, unfortunately, the impairment that we had to do on our financial assets, namely the shareholding in IHSE and also this transferred and upvalued share in Bikeleasing, so not the one at original acquisition cost, but upvalued one, depleted in our single individual, so the German GAAP individual financial statement, the profit reserves. So the profit reserve as of today is 0. And therefore, it is not possible for us to propose to the Annual General Meeting a dividend distribution. [Technical Difficulty]

And sorry, if you can still hear us, the -- remind me the second question was related to the inbound cost adjustments, right?

No, not the cost directly. So just the number of offers you received, your decision and also the nature of the buyout. So just a little bit more color on the M&A inbound in total since there's -- yes, not quite much information on that.

Yes. And that's, of course, on purpose because we can't give any more information on that. I mean the topic itself is hopefully then well understood. So we receive inbounds all the time. But sometimes, you already know that they are, let's say, how to say, not serious and sometimes they are serious. And in the latter, you need to, unfortunately, hire advisers that support you on, let's say, really following such conversations, which then costs us money. That's the background of it. But we can't really give you more detail on how many offers we received and from whom because that's, I mean, also bound by confidentiality.

Okay, clear. And so just go back to the first question. I mean, obviously, dividend payments are not possible. I got it. Thanks for the explanation. But I mean, another possibility are share buybacks, of course. So yes, what's your take on this? You didn't announce anything yet. So what's [indiscernible] on this today?

This is Harald again. I mean with share buybacks, the situation is extremely comparable to the ability to distribute a dividend. So you need to have some retained earnings. You have an additional flexibility with share buybacks because for a dividend, you need a closed financial statement that shows you a positive retained earnings. For a share buyback, it's completely enough or sufficient if your current, during the year accounting shows you that you have retained earnings that you can use for that. So it is -- it would be easier to be done, however, still not sufficiently foreseeable as per today.

Okay. Got it. So maybe just one operational topic on Bikeleasing. Last year, you have made compensation payments to the insurance company due to higher damages. So I'm wondering, is this continue to be an operational risk for Bikeleasing in the future? Or is it done?

No, this is, of course, something that can happen again in the future, right? Because the background to this was that insurances have some internally set, let's say, maximum damage quotas that in case you, let's say, surpass those quotas or breach them leads to, let's say, a situation where they either need to increase prices of the insurance that they're offering you. They need to terminate the insurance completely because of internal processes. Or thirdly, which we used last year, you can do, let's say, compensation payment to basically heal the damage quota and again, below the threshold that they have set internally. So this can happen also in the future. But of course, we are -- or not we, but Bikeleasing is doing their best to, let's say, counteract this by, let's say, making the product mix in the insurance part more profitable.

Okay. Got it. And then just maybe to hear your thoughts, Paul, and maybe Marco as well. So what -- I understand the legal aspects of the share buyback topic. But in a capital allocation view, what's your take on this? I mean the share price declined sharply in the recent months. And I mean, this is a key question for many shareholders, I would say.

Marco here. We will consider this internally and will come to a conclusion. We did share buybacks, as you know. And this is an option, but it's an option out of many...

And the next question goes to Lasse Stueben of Berenberg.

Just 2 or 3 questions -- sorry, 2 questions for me. Just again on the bike market environment, I understand it's very challenging still this year. I was wondering, behind -- I'm not sure if you've disclosed this, but behind the guidance you're providing for this year, what your general assumption is in terms of unit growth, if there's any color you can share? I understand you may not share a specific number, but any sort of additional detail you can give here on '25 and also potentially looking into next year, even though it's early. And then the second question is just on IHSE. I appreciate you had the big project in '23. But if I take a bigger view, this business hasn't really gone anywhere since 2018. So I'm just wondering like big picture strategically, how you're thinking about driving that business forward and what sort of the future is. Clearly, they have a good product. It's very profitable, but we just can't seem to get off the mark in terms of revenue. So I'd be keen to hear your thoughts on that.

So taking the Bikeleasing piece or question as the first one. We, of course, I mean, as in the past, we don't give more color on different splits or anything per segment, but only the consolidated number. But the market remains challenging, especially because of high discounts. And what you have also seen in the slides earlier that I presented, hopefully, is that you have the, let's say, interesting situation that those bikes that are extremely discounted. I mean, we sometimes see 30%, 40%, 50% discounts of some of the bikes that are sitting there at the retail stores. They don't go into the leasing business models. And this is irrational, to be honest, because for the retailer, it doesn't make a difference. But still, given that, let's say, a lot of competitors of us have historically had the commission model already up and running, there are certain retailers that have a guidance or a guideline internally not to discount leased bicycles. So that's what led already last year to us still having, let's say, a rather stable pricing on the bikes that went through our platform as compared to the market that was already seeing a big, let's say, crunch in the price. This, however, means, let's say, heavily discounted bikes have not a direct cost, but an opportunity cost, so to say, because those bikes that get heavily discounted don't go into Bikeleasing and -- or one of our competitors. And that's what you've also seen going into the year, right? So we have Q1 figures already out, and you saw that Bikeleasing was down on Q1 in terms of units. And we are seeing some good progress here. So it's going in the right direction, but we can't give you more color on what we expect, let's say, full year unit numbers to be because we just need to actually also see how the market continues to develop.

Yes. And maybe to add, Marco here. I think I do see in the near future, a consolidation of the Bikeleasing [ or Dienstradleasing ] in German market. And plus, I see, if you ask me in a strategic sense, clearly more internationalization, especially in other European countries. And that is on a general remark maybe on the market. And coming to IHSE, I would say, IHSE is a clear typical technology leader, which we would like to acquire, a, it has shown in the past that it runs on a 70% to 75% gross margin, which, as such, is clearly a very good company. And under the assumption it is very good managed, it should run at between 25% to 30% EBITDA margin. And it's clearly that with the occurrence of the Russian war against Ukraine and the new dimension which we are in, I see quite a good growth potential, especially in the defense sector. That said, we might also see here some kind of consolidation in the market in terms of other competitors as such. But that's very broad. And Lasse, if you ask me that question on a strategic side, then I would say this is my summary.

And the next question goes to Sebastian Weidhüner of Paladin.

I have a few questions, and I will make them one by one. Maybe to come back to the share buyback topic, the technical side to get it clear. Would it be enough that Bikeleasing keeps distributing upstream dividends to do this again this year?

Harald, again. Assuming that those dividend income for AG, so for the corporation, ultimate parent, exceed ongoing cost and anything else that might come up, but essentially ongoing cost, yes. So yes, a positive income would be available. But that is only a technical note and not a forecast.

All right. So you mentioned higher costs. So my next one will go to the higher OpEx base this year. I assume that they will increase significantly, maybe up to EUR 30 million. Is this the right assumption?

There is nothing that we guide individually, but I assume looking at revenue forecast, assuming -- making some assumption on gross profit margin and then comparing that to EBITDA, the ballpark is not wrong. But as I said, we cannot give any more details to you than we give to the broader market.

Okay. Yes. Maybe you can clarify if these additional OpEx are mostly fixed or not fixed. So are they mainly personnel expenses or marketing spend? And second, in which areas of your business are these investments going into? So where do you plan to allocate these higher costs?

Yes, I can only echo what Harald just said. So we won't give any more color on OpEx or where those OpEx sit, but not to your surprise, probably if you just look at the size of our 2 different segments, any, let's say, OpEx increases that are material will probably come from the larger side and the larger side is Bikeleasing. And we, of course, invest a lot of time, capital resources into the transformation of Bikeleasing into this multiproduct world that I explained earlier today.

Okay. Maybe it would be good to understand if this is more marketing related or personnel related. So maybe you can say something on that.

Everything. I mean, as mentioned earlier, we, of course, invest in the sales and marketing organization of Bikeleasing, Probonio and into Bike2Future. So this, of course, has always people involved, but it also has completely external costs involved that we have in that respect. But not only that, right, also development work, et cetera on the product side.

And what return on capital are you aiming for with these increased huge OpEx? And how do you plan to ensure that costs are scaled back quickly if this return on investment becomes uncertain?

I can only repeat what we've just said. I mean the details that we give out on this are limited. So what we have out there is what we have out there. And we cannot give you, let's say, more information on the individual return on capital calculations for all the initiatives we have planned.

Okay. Maybe in terms of Bikeleasing, so you launched the new partner program. I think you said it's 8 weeks ago. So have you already won corporate clients who were proactively [ referred by bike dealers ]?

Good question. I mean we are 7 days into the month, right? So we get quick reportings, but I don't have the details yet. We get them -- we get referred corporate clients all the time. So this is not the topic. The topic is that we want to increase the referral rate from the retailers because maybe just taking one step back because we had a lot of conversations in that respect, the bicycle retail space has a very strange logic or had the last months and years. We were the only major player who didn't have a commission for the retailers. And all the other competitors slowly after each other introduced their commission models, which directly reduces the margin for all the retailers. However, since they get, I don't know, EUR 1,000 bonuses for their service work or whatever, if they refer customers, a lot of retailers were referring corporate customers to competitors of ours who were taking a hefty commission from them just to get, let's say, the EUR 1,000 service bonus. But net-net, still paying, let's say, a lot of money to those competitors of ours. So we were basically penalized for not having a commission in the market. And what we have now is, in our opinion, the still fairest option on the table, which means if you are a retailer that only benefits from the, let's say, gravity of our platform, meaning the corporate clients and employees we bring to you, and you have no -- let's say, you don't want to support us, then that's perfectly fine, but then you pay for, let's say, the platform volume that we bring. If you are a retailer that just want to do some work together with us, then that's also fine. Then you are in the, let's say, medium segment and you have the option to get a, let's say, reimbursement from us up to 100% of the commission that we have collected. So that's, let's say, no change to the current system because it's 0% commission then in the end. And if you are a retailer, which we have a couple of that really wants to bring, let's say, the combined platform forward and you actively hunt for new corporate customers for us, then you actually get 3% on top. So we have -- in all directions, we have, in our opinion, the most fair solution right now.

And how many bike dealers or what share of brokered volume has not agreed to the new model? And how do you handle those bike dealers going forward?