Basic-Fit N V Ord

Hello and welcome to the Basic Bit 2025 full year results conference call and webcast. Please note that today's conference is being recorded and for the duration of the call, your lines will be on listen only mode. However, you will have the opportunity to ask questions at the end of the call. If you require assistance at any point, please call our support number provided in the invite emailed to you. I will now turn the call over to your host for today's conference, Richard Picard, 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 René Moos and our CFO Maurice de Klerk. 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 Renee, who will discuss the highlights in 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 o'clock. And with that, René, I would like to hand it 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 BasicFit 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 of franchise. At the end of the year, 56 old clubs were branded CleverFit. All of these clubs will be rebranded to BasicFit 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 BasicFit network and of course the CleverFit acquisition in November 2025. The revenue for the group came in at 1.42 billion euro, 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 €348 million. Let's now narrow it on how Basic Fit performed. 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. The revenue increased by 16% to 1.41 billion euro, while underlying EBITDA less rent increased by 10% to €345 million. The next slide shows our club network at year end after the acquisition of Cleverfit. 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 Cleverfit, 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 Cleverfit 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 old clubs in seven countries and a franchise network of 435 franchise clubs in seven countries. Let's now turn to CleverFit to review the acquisition and look at early integration. In November 2025, BasicFit acquired CleverFit, the largest fitness franchisor in Europe and the market leader in Germany. CleverFit has owned and franchised clubs, which count approximately 1 million members. Immediately after completing the acquisition, we began integrating CleverFit, starting with financial processes. We also achieved cost reduction through centralization work at the Basic Fit International head office in Hofdorp. Throughout 2026, we will continue integrating CleverFit 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 own CleverFit clubs in Austria and Germany, will be rebranded to BasicFit. We initiated discussion with franchisees about rebranding in November and December of last year. During this conversation, we explained the potential benefits of rebending 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 growth countries, France, Spain and Germany. The growth was supported by improving services to our members, including extended opening hours and massage chairs. 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 1660 club network, Our average membership per club increased by 201 members to 2,902 in 2025 versus 2,701 members in 2024. Our output also increased by 2.8% versus the same period last year to €24.91. We anticipate further yield improvement throughout 2026. as more new members join a 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 strength. Something we as a team are immensely proud of. In the coming years, we will work hard to continue this strength, which brings us to the outlook for this year. In 2026, we will continue to grow our old club network at a more limited pace by net 50 clubs. At the same time, we will be integrating the CleverFit owned clubs and franchisees into the BasicFit 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 1.64 billion and 1.69 billion euro and underlying EBITDA less rent of between 405 million and 445 million euro at the group level. Furthermore, 2025 was the first year in which Basic Fit recorded positive free cash flow at 26 million euro. With the more limited growth of our own 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, René. As mentioned, today I will walk you through the financial aspects of our full year 2025 results. And as René 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 statements. Revenue for the group came in at 1.42 billion euro, a 70% increase over the same period last year. Of total revenue, CleverFit contributed 10.8 million euro since being consolidated in November 2025. The underlying EBDA less rent contribution of CleverFit was 3.6 million euros in 2025. Looking at our underlying EBDA less rent, we reported an increase of 11% to 348 million euro. 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 €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 for position, the club costs 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 €12.6 million, which remains stable when compared to last year and include costs associated with cancelled or closed clubs, rent costs of clubs that have yet to open, costs related to the CleverFit acquisition, one-off severance payments, an 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 2024 to 11.1% in 2025. Net profit increased by 79% to 14.3 million. To arrive at the underlying net profits, we adjust for several items, including the non-cash interest costs related to the convertible bonds. These costs included a catch-up adjustment of 16.6 million in non-cash interest expenses based on management expectations at the end of 25 regarding the maturity of the convertible bonds. Due to recent developments, including basic fits of our waiver of the put option of the convertible bonds, 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 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 54.3 million euros. And let's now turn to Capex. Looking first at expansion CAPEX, expansion CAPEX for 2025 had a nominal increase with the average newly built club costing €1.33 million. During the first half of 2025, maintenance CAPEX was front-loaded. Spent during the second half of the year came in at €141.6 million, compared to €57.6 million in the first half of the year. On a per club basis, this averaged out to €60,000, compared to €58,000 per club in 24. We expect the average maintenance capex per club to remain around €60,000 in 26. Other CAPEX in 2025 amounted to 31 million euros. 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 25 million in 2026, 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 26.1 million euro compared to a negative free cash flow of 88.3 million euro 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 CleverFit into the DeskFit network. With the acquisition of Cleverfit, 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 58 million euro. Go to the next slide. At year end 25, we had available liquidity of 474 million euros. 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 113 million Euro 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 €290 million bank facility in place to meet those demands. The main syndicate bank facility will mature in 2029. And then we go to the final slide. As mentioned by René earlier in this call, In 26 we will continue to grow our own club network at a more limited base by net 50 clubs. At the same time we will integrate the CleverFit owned clubs and franchisees into the BasicFit 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 developments seen in the first month of 26, we expect a step up in revenue for the group of to between 1.64 billion and 1.69 billion euro. 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 405 and 445 million euro. 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.

Thank you, Smeer. If you'd like to ask a question at this time, please press that hashtag followed by the number 5 on your telephone keypad. Please ensure that the mute function on your telephone is switched off to allow your signal to reach your equipment. If you find that your question has already been answered, you may remove yourself from the queue by pressing pound key 6 on the telephone keypad. Apologies.

the first question comes from natasha brilliant from ubs your line is open please go ahead thank you very much and good afternoon thank you for taking my questions um 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 mentions a one million euro 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 de-levering? And would M&A be in the markets that you've entered by a 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, thank you.

Yeah, maybe to start with the CleverFit acquisition. So the old 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 CleverFit 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?

I think it was about M&A.

Yeah, 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 CleverFit.

Yeah, 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 CleverFit 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?

Yeah, I think it was on ARPU and Club ABJ, I think.

Yeah, membership ARPU and if you could give us some idea of where you expect the mature club EBITDA to get to this year, please.

Yeah, so we don't give any specific guidance on that, Natascha, but of course our expectations are very positive. The yield still going up on the back of the increase, price increases that we started in the first of January 2025. And our total member base is still gradually changing to the higher membership structure. So we have positive expectations, but no specific guidance.

Okay. Thanks very much.

The next question comes from Mark from ING. Your line is open. Please go ahead.

Yeah, good afternoon, gentlemen. My first question is on the membership ingrowth, the 200K. I understand it's excluding your own gym from CleverFit and obviously also excluding the franchisees. But can you give us a bit of a feel what the ingrowth is for those owned gyms by CleverFit and the 56 that you currently have? And also can you give a bit of a feel how the franchise chips are doing in terms of net in-growth? Take them one by one?

Yeah, perfect. That's even more easy. Yeah, I think the in-growth of the 1,660 clubs is around this 200,000 net growth. So, yeah, 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. No, not all, but on average they're all growing. And the franchise, we actually had not put the systems, we did not connect the systems yet. So there 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 CleverFit, or does it have to do with the acquisitions and the normal trend that they don't see in JetFab?

Well, we're in too early to really say that. Normally you would expect in January to increase in members. The CleverFit 435 clubs are located mostly in smaller areas, smaller villages. So they have a more stable member base. But 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 base.

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

Yeah, I think... Again, we want to address it a bit more on April 21st, but I would say of the 25 clubs that are going to open in the franchise model the coming, say, period, around 60% will be under the CleverFit label and around 40% will be under the BasicFit label.

Forty percent of the, how many did you say?

Twenty-five. That's 25. Mark, maybe again, before we get more detailed questions about the CleverFit. 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 CleverFit acquisition. Yeah, sure, sure.

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

Yeah, Mark, I'll take that question. Yeah, it's actually a very recent development from last week at CleverFit. 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 damage of, until now, 4.2 million we have taken action to retrieve those funds we've all also taken action to prevent it happening again um yeah and further further information we can only share uh after we concluded our investigations which which we started but the maximum risk that we have is 4.25 million

Okay, okay. So it stopped and can you explain what it exactly is, what really happened, what the social engineering?

Well, we are investigating it now, and once we have gone through, we will come back to you. But as we said, it is something from last week. The maximum risk is 4.25. We don't know how much we can get back, and we will communicate it once the investigation is finished. All right. Thank you very much. Thank you.

The next question comes from Jeremy Kincaid from . Your line is open. Please go ahead.

Good afternoon. Thanks for taking my questions. 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 CleverFit or will it impact the earn out? And then my second question is I saw a media report suggesting that 15 of the Slovenian CleverFit locations have been rebranded to Shapehouse. And so I was wondering what that means for BasicFit. Does that mean that you've sold those locations? And if so, can you give us an idea of the timing of that sale? Thank you.

Yeah, again, it was clearly a clever fit. 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 4.25 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 the several parties involved who is taking the hit on this fraud. The 15 Cleverfit rebranded clubs, we will come back on April 21st. We said already something in the press release about it. We are focusing on becoming the clear market leader and focusing on X amount of countries. That could mean, and we will discuss it on April 21, that we will step out on some countries. Great.

Thank you. As a reminder, if you'd like to ask a question at this time, please press the hashtag followed by the number five on your telephone keypad. The next question comes from Robert-Jan Vos from ABN AMRO-ADDO VHF. Your line is open. Please go ahead.

Yes, hi, and good afternoon. Thanks for taking my questions. I have a few. First, I wanted to come back on the EBITDA premature club. There was a decrease, and you explained that it 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 premature 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 premature club in 2026? So an increase versus the drop reported in 2025. That's my first question.

The answer is short, yes. So what we saw, 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 , 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? operating with a rather costly structure with the staff 24-7 clubs. Is there anything new in 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 till it's published, but it is clearly going the right direction.

Okay, so that could be a matter of weeks, maybe a month or so, until you expect some news of that.

That's what they have told us, yeah.

Okay, and yeah, I also appreciate that you don't want to talk too much about CleverFit, 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 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, 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?

Yeah, 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, just really focusing on one or two countries. uh so having so many countries with just a few clubs uh is uh is not logical in the way we have been uh building our company uh so uh yeah we will discuss it on the 21st of april but uh i do not believe we will keep all countries okay and maybe thanks for taking that and maybe final you you spent a few words on that but just to clarify i had a 4.2 million uh 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 the seller or if it's other parties, but it is possible that we don't lose everything, correct?

Okay, very clear.

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 4.25 million.

Thank you.

Thank you.

The next question comes from Carol Zuta from Kepler Schaffer. Your line is open. Please go ahead.

Yes, good afternoon. Thanks for taking the questions. I have two follow-up questions. The first one is with regards to profitability in the segment for France, Spain, and Germany. I wish you very good 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 market 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 the 25 on revenues and profitability. It seems that Profit margins have expanded nicely or at least you have had a couple of very profitable months at the end of the year. Still in the annual report it says that there is minimal headroom for the impairment test for the goodwill paid. So if you can share, yeah, discuss a bit what that statement is based on because it seems that, yeah, improvements in profitability is going quite quickly.

Yeah, let's go for the first question, the profit of France, Spain, and Germany. Well, 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 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 ingrowth in members. You will have the full advantage. So if you look at January 1st, 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 2026 on a club level, but also the growth countries than last year.

Thank you.

Yeah, and then, Carol, maybe to your second question regarding CleverFit. Yeah, 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, yeah. We are well underway in integrating CleverFit in our group, and that has a positive effect on the profitability also of CleverFit.

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

The next question comes from Martha from The Idea. Your line is open. Please go ahead.

Good afternoon, Martha Baker 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, there's a gap of some 30 cents improvement that suggests that in Q4, your average ARPU was at 25, 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.

Yeah, Martijn, thank you for your question. So it ended on, I think, 24.75, yeah, 24.75. Yeah, there is still an increasing trend on that ARPU has, so it's mainly based on the price increases that we started in the 1st of January 2025. There's 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 and we expect that to increase during the year 2026. Again, 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.

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 part of the base, is paying the old price still. So we do expect actually the coming two years to have an increase, a continuous increase in the yield. So in 26 and 27, we expect an increase in the yield.

Secondly, When you announced the acquisition of CleverFit you mentioned 160 million purchase price and a 50 million earn out. However, when I now look at your cash flow statements in your report I do see a cash out of 139 and if I adjust that to 5 million cash that's 144 million purchase price. Could you explain this difference?

Yeah, so the $106 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 $140, and it's also what is in the cash flow statement.

No, but that means that maybe there was a financial lease in it, and then we deducted from – then we were not able to pay that back to the banks, and so we deducted it from the 160. The total price was 160, so if there was some debt still in there, lease or a bank debt or something else, then we deducted it from the 160. And that's how we came to the 144. So that's 60 million of debt that we took over.

Okay, got it. Thanks very much.

The next question comes from Mark from ING. Your line is open. Please go ahead.

Yeah, 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, yeah, we probably will be saving at least 50% of the 35 million when we go to staff a solution. Given that you're probably in contact with them and know a little bit what the conditions are of the French state, is the statement still valid? Did you expect a saving, let's say, not of 50% of that 35 million, just to get a bit of confirmation around that?

Yeah, that's correct. That's still correct. Yeah.

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?

Yeah, well, we have a very good relationship with our banks. So if there's a good opportunity, 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 26 million. That's excluding, I thought, that you said the waiver costs, etc., so excluding that it was even 58, correct me if I'm wrong. Were there any valve releases in there? Was it a bit of a clean number?

Yeah. Good question, but it is a clean number, yeah.

And the numbers were correct, huh? Yeah. Yeah. So with, let's say, 100 million high M88 which you're guiding, we should at least have a number like a starting point of the 58 and then add 100 and that's where it starts.

Good question. We will answer that in 12 months.

But Mark, I know you can do really good calculations. So I think you have a lot of information to make a good calculation on this. Yeah. Thanks very much. That was it.

Thank you. Thank you.

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

Thank you, and thank everyone for joining us today at 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.