Basic-Fit Aktie

Good afternoon. Welcome, everyone, to Basic-Fit's 2026 Capital Markets Day. My name is Richard Piekaar, Head of Investor Relations, and I would like to thank you all here in Hoofddorp for coming over as well as everyone joining us online watching the webcast.

Before we begin, I would like to remind everyone that safe harbor applies and it applies to all forward-looking statements made during these presentations today. We are joined today by Basic-Fit's senior leadership team, René Moos, our CEO and Founder; Redouane Zekkri our Chief Operating Officer; Erica Van Vonderen - Hahn, our Chief Commercial Officer; and of course, Maurice de Kleer, our CFO.

This is the agenda. René will begin with an update on our strategy, and Redouane will elaborate on our latest operational developments and our franchise business, after which we will have a short break. After the break, Erica will tell us more about how we are built to scale, and Maurice will then conclude the presentations with a more detailed look at our financial framework. After the presentations, we will have a Q&A session of 20 minutes.

The slide deck as well as a recording of today's event will be made available shortly afterwards on our Investor.

[Presentation]

And now let's welcome Basic-Fit's CEO, René Moos.

Good afternoon, everyone. It's great seeing you all here. It's been a while, 2.5 years since the last CMD and time flies when you're having fun, right? with some opening remarks, and then we follow with the presentation. Yes, we started building Basic-Fit on one belief, and that belief was that we wanted to make fitness available and affordable for everyone. That belief hasn't changed.

While it has not always been a straight line or not always easy, we have pushed forward because we knew what we were building. The result, we are the clear #1 market leader in Europe. Our scale and leadership are the result of hard work and discipline and of course, staying true to the model.

We now have the scale and the track record to choose how we grow. Smarter, more efficient, better returns for our shareholders. I would say this is just the beginning. From the beginning, more than 40 years ago, getting old, we started the first club here in Hoofddorp, and it took us 20 years to build 6 clubs. That was how we call it in sports terms, warming up. In 2010, we acquired 28 basic fit clubs. We combined that with the HealthCity basic formula that we had, and we start growing. In 2013, with the help of 3i, we were able to grow dramatically, and we increased the fitness penetration in the Benelux, focusing truly on the Benelux.

And then 2016, the IPO. During the IPO, we said that there was a huge white space in this market. The opportunity was real. The model was right. And after 10 years, we can say we were right. We have grown tremendously. We have expanded across Europe, brought our model to millions of people. And the growth ahead of us is still huge.

Today, we will walk you through how we got here and how we're going -- what we're going to do next. It's really the same foundation as 10 years ago, but an even bigger opportunity. So let's go. Well, this is a slide that is familiar to most of you. But these are the numbers since our IPO 2016.

As you can see, we kept the foot on the gas with club openings, even though we had some challenging times during the corona period. And we have been creating by far the largest footprint in Europe. The big problem, of course, was this period, 2020 and 2021, corona when we were closed for a long time and lost half of our member base.

But if you look at this display, that could tell you something. On balance, we did the right things. We strengthened our model. We showed a really disciplined execution. We are now stronger than ever. And with the current leading position and really supports our growth phase now, and we see we have a great future ahead of us.

If you look at this slide, you can see the countries where we are active. Today, we are the market leader in 5 focus countries in both scale and footprint. We have now 2,184 clubs across the 2 labels, Basic-Fit and Clever Fit, and we have more than 6 million members and 9,500 employees.

And we have an amazing team working really every day to build not just a network of clubs, but a strong and engaged fitness community. This is an achievement we are extremely proud of. And there's still significant room to grow our business by increasing the number of clubs by different approaches, by increasing the memberships in our existing clubs, taking more white space in the countries where we are already active and over time, potentially entering new markets.

Our model works and the scale and strength we have built positions us to deliver an even stronger Basic-Fit as we move forward. When we look at the history, we see really 3 areas. To start, the first one was to scale up, started in 2013 already, but definitely increased in June 2016 when we IPO-ed. Our access to the capital allowed us to accelerate our expansion in a way that was in the past not possible.

We rolled out new clubs at a fast pace, expanded into new geographies and applied a clustering strategy to capture the market share efficiently. Then the second era, less fun period, the COVID period, a disruptor for the whole market in the world, so not only in our business.

But from 2020 onwards, our clubs, like those of the entire industry were forced to close for extended periods. We adapted quickly and effectively. We invested further in our app, stayed connected to our members and continue to strengthen our position. Importantly, we did not stop growing. We kept expanding our network as our markets reopened.

We extended into smaller cities, new areas while refining our membership model to balance accessibility with returns. This period, not an easy period, really demonstrated the resilience of our business and our people. And we believe we have in our strategy really the key for further growth.

The third era, the high quality growth area, the more happy phase. We delivered record results in Q1 2026. We are supported by a more refined operating model and a stronger platform. This is the same Basic-Fit as 10 years ago, but stronger and larger. And this is key. Today, we have the scale, the learnings and the track record to make choices from a position of strength.

So we will continue our organic rollout while refining our operating model to drive efficiency and to drive returns. Following the Clever Fit acquisition, we will introduce Basic-Fit branded franchise clubs alongside the Clever Fit clubs. And next to Germany, we will also consider starting franchise in France, adding flexibility to our expansion.

And we continue to selectively pursue inorganic opportunities where they strengthened our market positions. So beyond 2016. As we said 10 years ago, there's a huge white space. We say it now again, there is still a huge white space. I will show you a slide next after this.

So we can still have tremendous growth the coming 10, 20 years. The fragmented market is clearly to be taken. We really see consolidation options in the near future. Demand for a healthier lifestyle continues to increase and the market remains, as said, highly fragmented, which positions us well to capture further consolidation and drive long-term growth through our multi-vertical strategy.

We built on this from a position of strength, continuing to scale with steady, reliable growth, strengthening our market position through selective inorganic opportunities and develop our franchise model by leveraging our learnings from the Clever Fit acquisition. Across all of this, we remain disciplined, focused on sustainable growth, improving the quality of returns on capital and allocating our capital carefully.

The opportunity. So 2016, the fitness penetration in our core 5 markets was 10.6%, 23 million people. Now 10 years later, today, the fitness penetration in those 5 countries are 13.8%. So we grew with 8 million to 9 million fitness members in the last 10 years in the 5 markets where -- the 5 core markets.

If we extrapolate that through the coming 10 years, we expect to grow again with the same amount of numbers. And there's really no reason that, that would not happen. And if we compare that to the U.S., but Redouane will tell much more about this, we still see an even much bigger growth opportunity.

So the market increased significantly, but there is huge opportunity for growth. So we said this before, but we -- if we go to a market, we want to be the clear market leader. So going to new countries or going to existing market, our focus will always be to be the #1 in a country, be the logical choice. If they think about fitness, they should think about Basic-Fit.

So today, our scale and leadership gives us the real competitive edge, one of that we can continue driving our growth and capture more market share. Our goal is simple, just be the #1 player in every market we operate in. Our membership base is growing faster than the industry. If you look at the last 10 years, it's been growing faster than the industry, a true reflection of the strength of our brand and the reach of our platform.

Redouane and Erica will tell some more about this. We are uniquely positioned to deliver this growth. Everything we've shown you, our market position, the performance and the current footprint reflects one thing. We are uniquely positioned for this growth phase, and we have a resilient business model. Broadly, you could say we have the scale, we have the brand name, we have the brand recognition. We have an operating model that works, and we have a strong sense of community within our members. We have the technology, our smart camera systems, improved the safety, the app, improved engagement, both create better efficiencies while lowering operating cost.

Beyond our core memberships, we are expanding secondary revenue and add-ons, such as younger sports water, massage chairs, recovery offerings and so on. All of this together drives one of the lowest breakeven points in the industry between 1,400 and 1,500 members per club to be cash flow breakeven.

To say some more about this, I think this is a crucial part of our success. So we can run a gym without staff, we can run a gym with one person working at the gym, but everything is automated. So we -- people can change their bank accounts, the address and so on, start the membership, upgrade. Everything is built on our IT models. And because of that, we have an extremely low cash flow breakeven point.

And that will really help us in the future because, let's say, 10 years from now, when there's a lot of competition, being cash flow breakeven between 1,400 and 1,500 members is a crucially important step because you have to continue to refresh the clubs. So if you can do that on 1,400 members, while all our competitors or most of our competitors need at least double or even more.

So this is really a business that is not only performing strongly today, but it's actually built for long-time quality growth. So now we can flex the strength of our position to make the most for our customers and our investors. We have a platform that can scale to meet trends in the market.

And yes, we will continue to deliver strong premium growth story. But alongside that, we are now increasingly focused on optimizing group return on capital employed. In simple terms, this means putting our capital to work while maintaining the highest standards of operating excellence.

The team will provide more color on how this will be unlocked. But broadly, we see 3 clear pathways to do that: organic, inorganic and franchise. And we will maintain our growth momentum, but we will sharper our focus on returns. Maurice will explain this in more detail in his presentation.

So let's unpack the growth journey for 2026. The message is simple. We are confident we will deliver strong growth in 2026. On top of that, we see inorganic bolt-on opportunities and franchise to provide additional upside. And we are in a strong position to pursue this.

On organic, our approach to M&A remains disciplined, focused on consolidations within existing markets through cash-generating bolt-on opportunities in Europe and focused on the DACH region, in particular.

On franchising, we are progressing with Clever Fit and see clear opportunities to expand Basic-Fit franchise strategy in the markets to start with Germany and France. This will be a small part of our business today, but we expect this, the franchise to become increasingly relevant in the medium to long term. Redouane will discuss this in more detail.

Franchise. Where am I? If you look at this slide, the franchise and M&A, I think what is -- what you really see here is that what we can do and what we will do in the coming period, we will pursue to buy existing Clever Fit clubs. And we will convert them if they meet the right size area, we convert them to Basic-Fit. If they don't, we will sell them off again to another franchisee. So it will be in that combination.

And if we look at the bolt-on M&A, we will increase our focus on Germany and Austria. And it's -- again, if we do an acquisition, we will do it if the box is the right size, it is similar correct and the EBITDA growth will be available quickly. So it will not be a long-term investment. It will be something that we can put to work fast. If you look at what we have done the last 2 years, we did 2 acquisitions.

One in 2024, we acquired 42 McFIT Clubs. And what you see what happened in 1.5 years, we increased the revenue with 43% and the underlying EBITDA with 52% and the members were 60%, huge improvement. We invested around EUR 400,000 on average per club, but the returns are really there. It also helped us to get the scale in Spain to really do national marketing and really improve the results in Spain.

We're very happy with that acquisition.

If you look at the acquisition we did last year, the Clever Fit organization with 493 clubs. If you look at the results -- so we bought it in November '25, 4.5 months ago. And if you now look at what we've changed already, the first quarter, we have already passed the EUR 7 million EBITDA and the expectation for the full year will be around EUR 26 million EBITDA.

Franchise. This is actually the last slide. This is something we really strongly believe in. It will be a small part of our turnover and EBITDA for this year and next year, around 3% or 4%. But in time, we have really great expectation about this, because the potential to get the returns and improve our group return on capital employed while expanding our footprint in a more capital-light manner. It is still at the beginning today, but we see it really as a key pillar for our long-term strategy. I said it before, but our priority also for the franchise is ensuring that in the DACH region, we are the clear market leader.

Our goal in Germany and Austria is to reach the Basic-Fit branded critical mass in 2027, which will allow us to launch national marketing. And we have seen in the past once critical mass is reached, performance metrics accelerate meaningful. Outside of the Clever Fit, we will also begin to expand the franchise opportunity in France.

This is still at an early stage. So franchise, again, will be modest in '26 and '27, the contribution. Longer term, as we deliver on our business model, we believe franchise will become an increasingly important driver of growth. Gradually complementing and in part replacing the more capital-intensive owned clubs, while supporting a stronger return across the group.

Well, this was part of my presentation, which I lost halfway, but I found it again. And I'm really happy where we are now. We are very proud of what we have accomplished so far and really excited about the next phase. But the next phase, the one we will tell you more about is Redouane. Redouane, I will give the microphone to you.

Thank you, René, and good afternoon, everyone. So what I would like to share with you in my part of the presentation is how we operate in which markets. The opportunity we have, how we grow and also last but not least, why our model and strategy makes us unique in Europe. Best operator, best markets. Basic-Fit strategy is simple: be in the best markets, be the best operator in those markets and invest optimally to capture the growth.

Those 3 elements combined deliver a great cycle of return-enhancing growth, what we call the Basic-Fit flywheel. Best markets. As already explained by René, our markets have grown tremendously since the IPO and significant runway remains underpinned by long-term health trends. As we all know, the worldwide COVID crisis was an eye-opener for everyone on how important it was to be in a good shape. The markets where we operate are underpenetrated and fragmented and Basic-Fit is a clear market leader for 3 reasons.

Reason number #1, strong brand recognition. My colleague, Erica will tell you more about that in her presentation. And I will tell you more in my presentation about the huge scale we created and the smart clustering. Best operator. We run the lowest cost base in the industry, which allows us to offer the most attractive price points while remaining highly profitable.

Our execution capabilities are unique, and I will tell you more about that in my next slides. Optimally investing, what's different in the new era, as already told by René, is that we will diversify our growth approach from a simple owned club rollout approach to be supplemented by 2 growth accelerators, inorganic and franchise.

Those 3 pillars don't work in isolation. Each one feeds the other 2. This is the competitive advantage we have been building the previous 15 years, and it only gets stronger with scale. We will leverage our unprecedented centralized model and operational know-how. Best markets. So we have 6 million members today as we speak. But the real question for you is how far can we go?

And the answer is straightforward. If our core markets continue growing at the same pace as the previous 10 years, we will be welcoming around 8 million extra gym members by 2036. And if the fitness penetration comes close to the one from the U.S., 23.4%, then we will be welcoming around 19 million extra gym members. That's more than 3x the current base of members we have.

[indiscernible] the opportunity is not behind us. The opportunity is ahead of us. On this slide, already presented by René, you can see that we are a clear market leader, market leader in 5 countries from the 12, 2,184 clubs, 6 million members and 9,500 employees, a great driver to guarantee the success of the future franchisee partners that we'll have to find.

But what's critical to understand when taking a look to this slide is that this leadership position is not a destination. It's a launch pad. Every single country you see on this map still has significant room for growth if we decide to grow in this country. But today, I'm talking to shareholders, to analysts, so let's forget the words and let's deep dive on some numbers country by country.

What you see on this slide is the fitness penetration rise from the Netherlands. Back at the listing of the company in 2016, 16.4%. And as we speak today, 18.3%. If we continue rising at the same pace for the coming 10 years, we will be ending 2036 with 20.2%. That means we could be welcoming 345,000 extra gym members only in the Netherlands.

And if you come close to the fitness penetration of the U.S., we will be even welcoming more than 700,000 gym members. As you can see on the slide behind me, this analysis has been prepared for all the markets where we are. And there is one single common point, huge opportunity as the fitness penetration is rising in all countries where we operate. This means million of Europeans that are not yet gym members. And the only thing we have to do is to make sure that we will be the logical choice for them when they decide to join a gym.

We are positioned exactly where the growth is supposed to happen. And we expect the next 10 years growth to deliver due to market trends, post-COVID health awareness, younger generations really focused with social media on their own image, et cetera.

Let me now deep dive country by country, the Netherlands. The Netherlands is our home market, and we believe it shows that the Basic-Fit model looks like at full maturity. We are by far #1, twice as big as #2. We offer the most affordable gym membership on the market, and we still have room to open at least 100 clubs in the Netherlands.

That combination of market leadership, price leadership and opportunity for growth is exactly what we are replicating across Europe.

If you now take a look to Belgium, Belgium tells an even stronger story. 60% market share by 2026, twice as big as the top 4 competitors combined, most affordable gym membership and potential to open at least 100 clubs. That's what happened when you combine the right price strategy with the right cluster strategy.

In Belgium, members choose Basic-Fit not because they have to. They choose Basic-Fit because we are the best available option on the market. If we now deep dive on France, explosive growth country. Back to 2016, 0.1% market share. As of today, 30% market share, which means 30% of the French people doing fitness are an active member of Basic-Fit, Highly fragmented market.

But when taking a look to the competitive landscape, we are -- we opened twice as many clubs than the top 4 combined. Highly fragmented franchise-focused market, and I will come back on that one later in my presentation. And we still have today potential to open hundreds of clubs in France, and I will come back on that in my next slide. France is where our franchise model will now leverage and accelerate the growth in a way that is highly efficient. Spain can be in a way compared to France. Also, when we listed the company, we had 0.1% market share, today, 9% market share. Highly fragmented market where Basic-Fit is #2, just behind #1 with 4 clubs extra, but #1 in organic growth.

All competitors we have in Spain have been growing tremendously with acquisitions. We have the ability to open up to 200, 250 clubs if you want to and also potential to open hundreds of clubs. Germany was a big part of the Capital Market Day we had in 2023. Huge opportunity. Today, with the acquisition of Clever Fit, we are #1 in [ number of ] clubs, 6% market share. It's a highly fragmented market.

And the specificity of the German market is that only 16% of the clubs belongs to major chains, which means huge opportunity with the new area we are entering with inorganic opportunities. New countries that we acquired thanks to the acquisition of Clever Fit, Austria and Switzerland, actually, those markets follow the same logic, as you will see on this slide, low penetration, fragmented competition, no real high-value, low price. Long story short, we will not have to start from scratch. We will just have to replicate what works in our other markets. So now that I explained why we are in the best markets, I would like to deep dive on the fact and explain why we are the best operators.

Saying that we are the best operator is not just a claim, it's the engine of everything. As you can see on the slide, our [ peer-leading ] breakeven point is at 1,400, 1,500 members per club and the curve you see on that slide is our 2025 clubs average. Clubs reached breakeven in first months and continue growing. It means we reach profitability faster.

We open clubs on locations where others can't make work, and we generate strong return even in developing countries. It's also this low breakeven point, a great offensive and defensive tactics against the competitors. And this is actually the result of 5 things. First of all, the low CapEx that we have. We can open a Basic-Fit club between EUR 1.3 million and EUR 1.4 million. Rent negotiation power. I will come back on that point on my next slide. Lean staffing model, as already explained by René, only one employee working at the same time in a club, strong infrastructure and automated customer proposition, Erica will give you more information about that.

So cost control discipline. The golden question could be, how do we actually maintain that low breakeven point at 1,400 to 1,500 members per club while continuing to enhance return. Three levers are working together. First, the scale. With over 1,000 corporate owned clubs, we build cheaper, we source cheaper, we negotiate better rents, and we invest in marketing more efficiently than any competitors.

Erica will tell you more about the huge budget that we have in marketing to be the most visible chain in the markets where we operate. And the more clubs we open, the more benefits we will get. Number 2 lever, lean staffing model, one employee per shift and staffed operations overnight in most of our countries, remote support infrastructure, those are not cost-cutting measures. It's a structural design choice. We invested a lot of time, money and energy to make this happen. Last but not least, the technology already explained so that the employees in the clubs can focus on one single thing, the members. All those levers are compounding advantages that get stronger with every new club we open.

But let me now give you a concrete example of how we extend our operating efficiency. As you heard last week, we got green light from the French authorities to operate staff in France. Starting the 1st of May, we will start with 50 clubs operating staff less between 10 a.m. and 6:00 a.m. And in the coming weeks and months, we will extend this number of clubs to around 200 clubs.

In fact, at least EUR 10 million savings per year. Conditions set by the French authorities, easy to understand maximum 19 members with the system, knowing that in all other countries where we operate, we have no limitation. We can be open even with 100 members or 200 members, but this is the first good step with the French authorities.

Camera monitoring, communication options, ground floor clubs only. And the great thing is that because of what we did in the Benelux 10 years ago, all the requirements are already met. The 15 years of investments, IT software helps us now to be client with the French law. As already said, this is the first step towards other markets with [ no attendance ] limit.

In other words, more savings to come in the future if we can convince the French authorities to copy paste what's happening in the other European countries. So I explain why we are in the best markets, why we are the best operators, how disciplined you were on the cost control.

But one thing is sure. If you want to stay #1 in the 5 countries where we are #1, and if you want to become #1 in the 7 remaining countries, we have to become the logical choice for the members because at the end, it's not only about what it costs to build a club or to operate a club, it's about how many people will be convinced that when they want to join a gym, they will join Basic-Fit.

What we do? We are highly visible. We have a data-driven targeted marketing works. Erica will give you more details about that. Always nearby, our cluster strategy means that we almost always have a club close to your home, close to your work, close to your school. Attractive value, as already presented in my competitive landscape by country, we offer the most affordable gym membership in the markets where we operate.

Always available, 24/7 access across our network, high quality. We are continuously improving the product offer and the design of our clubs. Erica will deep dive on that point in her presentation. There is not a single company that can keep a leading position without adapting to the new market or to circumstances.

And last but not least, very responsive. We are in 2026, whatever if you are in a fitness club or in any business, when a customer wants an answer, they want a direct answer. And the automated customer care developments we have made that Erica will present are really matching this desire.

And the data confirms it. On this slide, I would like to illustrate the club results of the 24/7 clubs in France, Germany and Spain. What you see here, let me deep dive on France. So we decided on January 2025 to operate more than 200 clubs 24/7 opened in France. Let's imagine January is 100% the member base 100%.

Cost impact on year basis, EUR 38 million because we were not allowed to work unstaffed in France at that time. Two good news to tell you. The first one, we reached the breakeven point in October 2025. And thus good news is that you can see that after October 2025, we see a beautiful rising line, meaning we get more members on average per club.

This is the result in France of the EUR 38 million we invested, but also the 15 years of investment in IT, proprietary data, software and smart camera development. The third and last pillar of our Basic-Fit flywheel is how we invest already presented by René, organically, inorganically and with franchise.

Organically will be the key focus for what we call the income markets, the Benelux, small countries. You can take the car from the north to the south in 1 hour, limited potential to grow. When you are talking to a company being able to open 250 clubs a year, opening 100 clubs is limited for us. So we can perfectly continue organically in those countries.

Inorganic will be strategically analyzed based on opportunities that we can have. In all the growth markets we have, France, Germany, remember, Germany, only 16% of the clubs belongs to major chains and franchise, asset-light expansion mode with the local entrepreneur skills.

If you take a look now to the history of HealthCity and Basic-Fit, Actually, we started 2004 to 2014 with HealthCity. Most of the clubs we opened were inorganic clubs. We took over clubs, and we became in those 20 years, the champions in converting the clubs. Then we started in 2010 with Basic-Fit. And then we converted all the clubs one more time to Basic-Fit, and we're starting becoming the organic growth champion being able to open up to 250 clubs a year. And today, for coming next 2 decades, we entered a new era where we'll combine what we learned with organic growth, inorganic and conversion skills and franchise, thanks to the acquisition of Clever Fit, being the market leader in franchise world in Europe with more than 20 years of experience.

Germany is a perfect example of a country where we use the 3 verticals: organic, inorganic and franchise. In Germany, we can double in size. Actually, Germany is the biggest market we have with more than 80 million inhabitants. Remember, in the Capital Market Day from 2023, I presented a detailed demographic analysis to show how many clubs we could open in Germany.

We divided Germany in regions. We identified all the cities with at least 30,000 inhabitants. We identified by region how many people are living in big cities, in small cities. In Germany, we will apply also dual brand strategy, and this will be the only country in the group where we have and Basic-Fit and Clever fit.

Basic focusing on the big cities and also small cities. And you know we also have many clubs in small cities and Clever Fit in the smaller cities as more than 50% of the current Clever Fit clubs are located in small cities. And anyway, we have hundreds of franchisees with a signed contract that we have to respect.

M&A pipeline, great opportunity. 16% of the club belongs to major chains, which means we have room to grow inorganically to capture market shares directly from day 1 with members and also limit the market fragmentation in Germany. If we now take a look to France, a key franchising market as already introduced by René in his presentation.

If you take a look to the top franchise countries worldwide, you see that France is #3 just behind the U.S. with hundreds of millions of inhabitants and China with 1.3 billion, 1.4 billion, 1.5 billion inhabitants. If you take a look to Europe, France is a European franchise leader with more than 93 billion franchise turnover in 2025, more than 2,000 brands and 93,000 franchise stores. If you also take a look to the competitive landscape of France, all our top 9 competitors, top 10 competitors are franchise. It's a growth opportunity for us. We do see potential to open 500 clubs in France. It will also allows us to capture investors from competitors. We would prefer to have someone opening a club with Basic-Fit instead of opening a club with a competitor in France.

The franchise culture is deeply embedded in the French country. We have a strong market demand of franchise since 2015. When we opened the first club in 2015, monthly, we were receiving requests from investors to open a Basic-Fit club in franchise. We were only growing organically.

And of course, we have a strong knowledge of France with the 900 clubs we built the previous 11 years. advantages, local entrepreneur control costs, they have better local marketing and community. We can boost the profitability of the clubs. And of course, because we opened rationally all the clubs in France, we have now 900 clubs.

We are also -- we have an option to sell existing clubs to support the franchisee development. The golden question now is, do we have potential to open 500 clubs in France? And the answer is yes. I will show you why. If you take a look to this slide, you see from 2021 to 2023, we opened more than 240 clubs in France. The last 2 years, we only opened 52 clubs. Opening only 52 clubs was a corporate decision.

We decided with the Board colleagues to stop expanding in France to more focus our time, money and energy in making the return better of the existing clubs. But if you now deep dive on the clubs that you opened last year, so the Q1 opening is 25, we opened in France 17 clubs Q1 last year. They are now 1 year old.

And all those clubs are on target or overperforming. So yes, the demographic shows we can open 500 clubs and the results of the club we opened last year also show we can open 500 clubs together with the expertise from the franchise partners. So the logical choice for franchisees. I explained to you, we are in the best markets, the best operators, cost control discipline, logical choice for the members.

But because of we want to enter in the new era of the franchise, we also have to find a way to become the logical choice for franchisees. So the question I would like to answer with this slide is, why would the franchisee choose Basic-Fit over any other competitor? And the answer is easy because we will give them every advantage they need to succeed. And no competitors in Europe can match it. I will explain you that with some words.

First of all, the model we are selling now to franchisees in France. It's a model that we tested and that we believe in. We invested more than EUR 2 billion in the model we would like now to sell to franchisees with organic growth.

Established leading brand, #1 in Europe with great marketing power, organic expansion track record, no single company in Europe is able to open 200 to 250 clubs organically. Automation, low breakeven point, lean staffing model, all the things that I presented in my presentation.

All those things mean 2 things for the franchise three things for the franchisees. Better openings, they can fill their clubs quicker. They reach quicker the breakeven on clubs. They have a lower CapEx to invest, EUR 1.3 million to EUR 1.4 million. And last but not least, better club margins, thanks to the lower operating costs and staffed remote operations, economies of scale. As a conclusion, it's a real win-win situation, superior economics and lower risk for franchisees with Basic Fits and for the shareholders and the franchisees, accelerated low-cost growth for Basic-Fit shareholders.

[Presentation]

So as you can understand, we are really excited with the franchise opportunity, and we can't wait to capitalize on all what we created for corporate clubs. The core focus on short term remains, as already explained by René, on the corporate-owned clubs. And my colleague, CFO, Maurice, will tell you more about the rationale behind this decision, but we are working hard on the new era with franchise. To conclude, I would like to say that we are ready to share the next decade with organic, inorganic and franchise. We are operating in the right markets, markets that are structurally growing and still significantly underpenetrated.

Best operator, we run the most efficient operations in our markets, a model that has been refined over 15 years and get stronger with every new club we add. But we have to act to stay the logical chores. As already explained, there is not a single company that keep the #1 position if it does not adapt to the market.

To end up optimally investing, we will be 2 solid basis, the corporate-owned clubs and the franchise clubs to capitalize on everything what we created and to share this knowledge with the entrepreneurs being the franchisees. But we need to find the right partners, right? Selecting partners is key for the long-term success of Basic-Fit.

We need to find investors and franchisees that share the same drive, the same value and the same mindset. We often hear it's easy. It seems to be easy to open a fitness club, just have to rent a location to put some machines, buy a [ CRM ] system, you can start. It's the sum of all our execution capabilities, the low breakeven point, the lean staffing, the marketing power, the 24/7, all the cluster strategy, all those things makes us unique.

We are not just a club with fitness equipment, we are Basic-Fit. Thank you very much, and time now for a short coffee break. Thank you.

[Break]

So welcome back, everyone. I hope you enjoyed your coffee and that you are ready for the second part of today's event. We will kick off the second part with the commercial story. And for the commercial story, we have our CCO, Erica. The floor is yours.

Thank you, Richard, and welcome, everyone. I'm super excited to share the story today. To be honest, I think we're in a better place than we've ever been before. So therefore, it's even more fun to share the story today. What I will share with you today is about grow, how do we grow the market? Keep, how do we keep them in longer and increasing value.

How do we increase value. And we do that by making predictive decisions that get better as we scale. How do we do that? By this beautiful member value creation engine. It's all centered around member obsession because we believe that if we do well for our members, commercial impact will be realized.

If we look at the first lever, grow. If we grow the market more efficiently, our clubs will feel faster. I'll actually make it stop turning. I could see some things is going like, if we acquire more efficiently, the clubs will feel faster. If we keep members in a month longer, that's a month extra revenue at 0 incremental cost. And if we increase the value, the value of every relationship across that huge member base will increase. So this is the base of our story. This is the base of our commercial engine. And I think no one can replicate what we do because we have such a skill, we have such a data, we have the technology and also our expertise that we apply to this model that is very hard to replicate.

Then Redouane already shared with you the huge potential in the market because there is such a potential for the fitness market. We see demand is evolving. It's much more about feel good. It's much more about longevity, but also about lifestyle and community. I think it's actually quite exemplatory that we see the younger generation now going to gyms instead of going to disco decks.

And quite symbolic this used to be the most popular disco deck of North Holland. And we use it now to create all of our fitness content, right? So it's very exemplatory for the market moving towards fitness. Then on the other side, we see the supply is broadening. So we see boutique gyms. We see specialists like PT studios. We see digital offering. But the traditional gyms remain between 75% and 80% of the market. So we are still by far the biggest in that. And it's great that there's more supply because sometimes we also learn, but we can keep our focus because we are focused on what the total market needs.

So we will step into a trend when the trend is here to stay, not just a trend for trend's sake. So we are able to invest way more strategically because we know exactly what is here to stay. And like I just said already, the younger generation, they go to the club. They go to the gym instead of going to the bars. And we are able to get that young generation in. It's the fastest-growing segment in our market.

And this generation prioritizes health and well-being more than any generation before. And it's important because it shows that we're already capturing the next generation of gym goers. Our brand is specifically built to also resonate with them. Our digital experience is how they want to engage with brands.

It's a strong proof that our model is not just relevant today, but also for that whole market opportunity to come. So going back to the beautiful member value creation engine. So the first pillar that I'll explain to you is grow. After that, we're going to keep and then we'll go into value, just so that you have a bit of a view of what's there to come.

So the first one is grow. And I would say growing is our most important KPI because we want to fully capture all of that market opportunity. How do we grow? By having a better brand, by having better creatives and better investment. Those are always the 3 pillars that we really focus on. And the better brand. If we look at our brand, we have a recognition rate above 90% in all of the mature markets.

So we are very aware. We are the first choice people think of. How do we do that? Most importantly, this beautiful bag. I think it's the bag as announced by Marie Claire. It's more popular than Louis Vuitton. But it's the simplest and strongest expression of our brand. People are freaking joining for this bag. But of course, the most important thing, why do we do this? Because it's 8.5 million billboards walking around on the streets with our bag. So obviously, that's very low cost and high return. And we just had a mini baggy and everyone gets one to bring home. So at least you have something fun to bring home.

Secondly, creators. So creators is actually the new term for influencers because influencers are so 2025 is now creators. And they help us build authentic reach at a fractional cost of the traditional media. So this is something that we really invest in across all of our markets, and we're also very good at attracting creators.

805 million video views on TikTok, biggest brand in the world in TikTok for fitness, obviously. And I wanted to share with you one example of the Netherlands. It was the most recent creator campaign that we did. With these anchors, 890,000 views in only 3 days. Yes, let me just share the video with you.

[Presentation]

So I think this is just a great example where everything around our brands, the community feel being accessible literally to everyone really comes together. And this is literally at a fractional cost of what traditional media would cost us. And we do this in all of our markets, but this was just the most recent viral example.

Then going to partners. We have partnerships in all of our markets. But of course, as France is such a big market for us, we now sponsor the Tour de France. And this has been a very strategic choice because the Tour de France is the most loved brand by the franchise. So if we engage with them, obviously, that will have a great impact on our brand as well.

What you see there on the right is a great car built from our bag. So again, the bag comes back in all of our communications. And we see that it's really resulting in a great uplift in our membership intent. So a 55% increase in our membership intent. That means we're also always measuring commercial impact. It's not just about a fun partnership. It's really about the impact it makes on a commercial level.

And lastly, campaign. So I don't shared with you all of that market growth that we already realized in the past years. But to grow even further, we need to grow this market. We need to make it very clear that fitness is about much more than building muscles. It's also about feeling good.

So that's what our latest campaign is about. And we see it growing the market. We see a higher than 90% awareness in all of our mature markets. And we see also increases in the membership. So people actually wanting to join a gym. Then going to the next pillar, actually better creative. So for us, better creative is not just about making nicer ads, but it's about building a scalable system that makes creatives that are cut through, creatives that stand out.

And if creatives -- if they stand out, they will make a bigger impact. And because of that, media becomes more efficient. Media becomes cheaper because the impact of the creative is higher. And for example, the last one, modular system, we've built this AI-driven modular system that creates over 1 million assets every week to make sure every ad is personalized for you at the moment you want to see it, at the moment you want to engage with our brand. And that is actually increasing conversions. And by that, it's increasing -- sorry, it's lowering the cost per joiner. So it's making all of our marketing more efficient.

Then better investments. Most importantly on this slide is actually the first one. We are really investing in making sure we open the clubs in the best way possible. So we are now at 1,000 members 30 days after opening. So there is 1,000 members 30 days after opening. And like Redouane already explained about the breakeven point, this has a huge impact on our financial results.

It's derisking club openings, but it's also getting to the breakeven much faster. 33% increase compared to 2 years ago when we had our last Capital Markets Day. It's data compared to '23 versus '25. Then if we look at the last one also, Media Mix Modeling, we do all of that data, all of that media that we spend, we put it into this model, and it creates the best outcomes where we should spend our money.

So actually, we make every euro work harder because we know exactly how to spend it in the best way possible. Something that might surprise you is TV is still working very efficiently for us. I know everyone thinks it's dying, but our model keeps on reiterating it works. And whenever we try to not do it directly, our sales are impacted in a negative way.

So it still works. For us, it's about whether a channel is performing. It's not about whether a channel is trending. It's about whether it's performing and delivering results. So what does this growth pillar then deliver? We see a 30% increase in total sales, but also if we look at the joiners per club compared to '23, we see still a 10% increase. And that is on a more mature state. So it's not quicker fill up of clubs, it's on a more mature state. Secondly, the cost per joiner are down 9%. So that is showing that we are not just growing, but we're growing more efficiently, so the costs are down. Thirdly, the ramp-up is 33% quicker after 30 days. And all of this at a stable 5% of revenue. So we're getting more efficient as we scale further.

So next pillar, keep. I already said it in the beginning, but every month we keep a member longer is a month extra revenue at 0 incremental cost. So this is something that we very much invest in. And therefore, we have to keep evolving with our customers. We have to keep delighting our customers. And we see 3 main pillars below keeping members longer.

Building experience, having the best experience possible, building habits. If they're in a habit, they will be more sticky and building service. If you're a happy member, you'll stay longer. So building experience. Of course, we know our experience with our brand happens in the club. So we really invest in a good club experience.

On this slide, you can see the newest designs of our clubs where we adjusted the lighting, we adjusted some materials, everything is much brighter, still keeping it accessible for everyone. A club that feels more like home and not just a place where you go to suffer because back in the days, gyms were really a place where you end for suffering, but we believe it's actually a place where people really enjoy where people like to go to now.

Secondly, Google reviews, a 54% increase in our clubs with a 4-star or higher rating. So we really improved all of our reviews, and they're now 85% answered by AI. So we also continuously make our processes more efficient. And then the last one, improved product. We keep on adjusting our product based on the needs of our customer.

For example, last year, there was a higher demand for plate loaded in our clubs. So we really launched plate loaded in all of the clubs. So we keep on adjusting based on the needs of our members.

Then the second pillar, building habits. If members get into a habit, they will be more sticky and they will stay longer. So habit building is extremely important. And if we look at the second one, rewarding, Gen Z, but also millennials, they love badges. They would do anything to get badges.

So we really invest in that system, and they actually change their behavior based on getting a badge, yes or no. And if we change their behavior, we get them into a habit and we know they will stay longer. So this is working very well for us. Also members that bring in other members. If you train together, you enjoy it more and both parties will stay longer. So we really invest in making people go together. And there, we see a 45% increase in joiners via our member get member program and a 90% increase compared to '23 on converted friends.

So friends that come with a member and that are actually converting into a membership. So all numbers that are really great, I would say. And this is the habits explained. So how does it actually work with that habit building? We have an engine that runs on all of the data of our members. That's why it's also very hard to copy. The engine runs, everything is personalized in the moment that you want to receive a message on the channel that you want to have your communication in. And we see there a 9% increase in our length of stay, but also we're now at 24 months length of stay.

I do want to stress there, it's the best we've ever been at. We've never been at 24 months before. And when we IPO-ed, we were around 17 to 18 months. So this is really a great result. Then improving our service at lower cost. We do really believe that every negative case that we prevent is a more happy member.

So the more cases we prevent, the happier our members will be. Our AI chatbot, we can all think of AI chatbots what we think of them, but it's solving 90% of our cases. And solving means the question, did this answer fully help you? Yes.

So almost 90% of the cases are helping. That means that our members, our employees from the service team can focus on the more complex issues and actually really help members when they really need the help. Then because we have so much data, we can find the needle in the haystack. So we reduced our need for contact by 13%. So actually, we solved things before it even became a problem for the member. My Basic-Fit, our members love using it, 101% increase in self-service sessions because it's so easy to do everything yourself in our own platform. And we outsourced our customer service for higher quality at a lower cost.

All of this results in a 40% reduction of cost per member. So there, we really do it way more efficient, still keeping our quality of service at a high level. So longer member lifetime value delivered. Length of stay is up 9% compared to '23, a 54% increase in our clubs with a 4-star rating.

Cost of service down with 40% and also cases per 100 members are down. So the combination of more efficient acquisition and longer length of stay, obviously increases the customer lifetime value. Going to the last pillar, value, member value.

As accessibility is in our core, we want to keep our accessibility for everyone. We will always keep the lowest entry point because that is actually what's growing the market. We will always remain the lowest entry point. However, we also want to add value whenever members want to spend more that we do have that offering.

So these 4 pillars, I'm going to explain on the next slide. Improved offering, we launched Ultimate membership last year January, and we already see a 40% uptake of joiners taking the Ultimate membership. That is all joiners that pay EUR 5 more than they paid in '24 or '23.

Data-driven innovations. I just shared with you that habit building machine, but we also have that building machine for all of our upselling. So we know exactly who to target, when to target them and try to upsell them. We see a 64% increase in the upgrades of our members.

Then improved secondary revenue. We also see double-digit growth there. Retail media and vending. Those are 2 of our main pillars. And also, if we look at it per member, it's still more than double-digit growth.

Last one, test and learn. You see the relax and recovery here. We test a lot of new products, but this one was extremely successful. So we only had a pilot phase now, but we saw 166% upgrade to Ultimate compared to clubs that did not have this product. So we really invest in it. We really make a business case out of it, and we make sure the returns are there.

So increased member value delivered, 6% increase in yield. More than 40% of donors choose Ultimate now, 64% membership upgrades and the secondary revenue that continues to show double-digit growth. And we said, actually, we get to the most important slide that summarizes it all. So here, I really need your attention.

We didn't just grow. We structurally improved the economics of the business. Because this system of input with all that data, all that technology, all of that creative goes into this engine and the result will only get better as it skills. So we've been able to grow the output, 30% increase in sales.

We've been able to increase the length of stay with 9%, and we've been able to increase the yield per member, the value with 6%. And because this is a system, it skills only further. It will only get stronger as we get in more members. And it's transferable across organic, inorganic and franchise clubs. This system is applicable on all of those growth levers.

So already getting to my last slide, driving growth and returns. And what you've heard from me today is not just a commercial story. It's the power of our brand, our data, our technology, our ability to keep improving. And I think it's fair to say that no one in the industry has a system like this, but I would even say no one anywhere because it's really great what we have built on the impact that we're making and the scale that we are doing it.

So I'm very proud because we do it with so much ambition, but also with humility because we keep on improving the system, we keep on learning, we keep on doing it better. And that's why quoting René, I believe we're only just getting started. Thank you very much. And now I hand over to Maurice.

Well, thank you, Erica, for your very kind introduction, and welcome. Good to see you all today. And let's dive into the financial framework. And my goal today is actually to show how Basic-Fit currently uses its existing scale and also how Basic-Fit will use that same scale to achieve future durable return-enhancing growth. And René already shared the context with us.

We come from a period of pure and rapid expansion. And we've just entered that new era of disciplined growth and capital efficiency, which will be anchored by a new measure, group ROCE. And today, in addition, of course, we will look at the growth engines, capital allocation framework and our medium-term ambition.

If you look at the KPIs in the past decade, what we see is double-digit growth, both on clubs, members, revenue and EBITDA. And actually, if you look at this, this is what a growth engine looks like. It is a success story. And this is not just luck or coincidence. This is clear proof of a successful scalable, well-executed business model.

And Erica already explained that, that model has 2 legs. So of course, it's about creating high value for our members, but it is also about industry cost leadership. And that is actually key in the success now and in the near and medium-term future. It is about that low breakeven point that Redouane mentioned to reach that point in only 4 months after opening a club.

It is about economy of scale, operating leverage that really is delivering. It is about purchase power and still increasing purchase power. And this is about all the investments that we made in automation and still are making in automation and AI, and that is actually key in being the current European market leader with the ability to operate in several jurisdictions.

This is not a static model. This is a dynamic model. This is a model where we work on every day, every week and every month. But it is the basis of success now and also going forward. And it is actually instrumental to keep that in mind during my presentation.

So let's take a look again at that 3 eras that René already introduced. Of course, that first era just after the IPO, it was about rapid expansion. Second era, very much plagued by pandemic challenges, but still rapid expansion. Era 1 and era 2 are now enabling us to have entered era 3, where we can have a focus on much more high-quality growth and also have an optionality in that growth to go for organic, inorganic and franchise, but all resulting in a group ROCE at the medium term, we expect that to come in at low and mid-teens.

So return on capital as a key guiding principle. And of course, you can ask the question, yes, why are you doing that? And why are you doing that now? And it's crucial to see that we now have choices in era 3. It is about that multi-vertical approach. And the ROIC that we know for a decade already that we have been using in opening clubs.

Every opened club, we expect to have a ROIC in the third year after opening of 30% is still usable, still suitable for organic growth, but less so for franchising since there is no initial investment, of course. And to better compare organic, inorganic and franchise growth, we introduced group ROCE.

It is to compare asset-light and asset-heavy club rollouts. It's also taking into account central costs and to ensure that we utilize our investors' capital as efficient as possible. So again, group ROCE announcing growth to generate more shareholder value, more cash flow on more clubs while providing the same customer value proposition.

And with the group ROCE as our new era objective, we have 3 growth strategies. It is about organic, still organic growth, proven, reliable, relatively capital intensive, and we will only do it if it meets our ROIC requirements. In addition, we have that inorganic growth to speed up and accelerate disciplined, not opportunistic and only if it's in a medium-term, ROCE, group ROCE enhancing.

And last but not least, franchise. In essence, CapEx light and to be able to turbocharge actually group ROCE. So how to deliver that ROCE-enhancing growth. It's good to see that it is made possible by the scale, the brand and the operational strength that we have built in era 1 and era 2.

That is actually allowing us now to partial shift from organic to inorganic and franchise growth with a lower CapEx intensity, resulting in an improved asset turn, so more revenue per euro of assets by adding more members per club and the low asset franchise.

It is about improving margins, so more EBITDA per euro of revenue. So again, more members per club, having the same OpEx, the same operating costs on club level and of course, again, adding franchise, and it is about improved cash generation. So CapEx-light franchise going forward. And that all delivering in the medium term a group ROCE where we expect that to come in at low and mid-teens.

So let's switch to the first growth strategy that we have, and it is probably the most familiar one to you, the organic growth. Since the IPO, we have seen rapid growth, 18% CAGR, resulting now in European market leadership. And in 2026, first quarter, we are on track to meet our annual target of 60 clubs. We've opened 28 already.

And looking forward, we expect a comparable pace of growth with a ROIC of at least 30% and of course, in itself also ROCE enhancing in the medium term. Actually, we are convinced that this alone will deliver on market expectations. But of course, there's more. Since the IPO, we have seen a similar growth in memberships, also an 18% CAGR.

We are on track in 2026 with 5.1 million members at the end of Q1. This is actually key in ROCE-enhancing growth going forward because the future membership growth is not only on new clubs, it is also on existing clubs, and that is actually more important. This actually drives our EBITDA, our margin and cash going forward and is that accelerator of group ROCE.

And let me dive a little bit more into that. And let's look at the maturation of our club network. You know that after we open a club, as we said, it is already breakeven at 4 months already. But of course, it takes still 2 to 3 years to mature. And then even after that, we see an additional growth. So that means that EBITDA margins for immature clubs are, of course, lower than average and EBITDA margins of a younger mature club are also lower than average.

And with that slower pace of growth already explained, we see a shift of membership from the newer clubs to the existing clubs. And if you keep in mind that still today, 1 out of 5 clubs in our network is still considered immature and a part of that mature clubs is still rapidly growing, then this maturation effect in the short term will unlock EBITDA and drive group ROCE in the near term.

And let me quantify that. You have seen that during the year 2025, so if we compare end of year '24 with end of year '25, we have been able to add on average per club 200 members.

If in the medium term, we are able to add an additional 300 members. Please keep in mind that in the first quarter alone of this year, we were able to add 80 members of that 300 already. Then with an average yield of EUR 300, this will deliver us EUR 90,000 per club extra revenue in the near term, near or medium term. And if we multiply that with the 1,700 clubs that we have, then this brings us alone already EUR 150 million of revenue.

And if you look at our P&L, then this revenue, this additional revenue automatically almost flows directly to EBITDA and margins, given the fact that, of course, the operational costs at club level are already there. This is a key ROCE driver, and this is growing profit without expanding the asset base.

So the fourth driver in our organic growth strategy is actually yield. We've seen at the end of the first quarter that yield ended at 24.95%, and it is also very much influenced by the fact that we have had a strong growth in the first quarter. And keep in mind that, that new members have a 4, 5 weeks period that has an influence on that yield.

Two drivers to keep in mind. The first one is, of course, the change in our pricing mechanism introduced at the 1st of January 2025, applicable for all new members. And as Erica already explained, we see a significant uptake in the ultimate, so the more expensive memberships going forward -- currently and going forward. And at the same time, we are upselling our current memberships to the higher pricing -- priced memberships.

Please keep in mind, of course, we will safeguard that low entrance barrier to guard our market position because we want to be stay accessible for as many people as possible. But this really going forward is driving our returns. So just to summarize, what is -- what are the key drivers? What are the 4 key drivers in the near-term and medium-term inorganic growth. It is still about steadily growing that owned club estate.

It is even more the continued membership growth at our existing clubs. It is the maturation of our club network, and it is further yield growth. So let's switch to the inorganic growth. And how do we look at this?

Inorganic growth is the best way actually to speed up to accelerate organic growth. We will only do it in a disciplined way, so not opportunistic. We will only do it if we are really convinced that at the medium term, we are able to extract the value out of it, and it is ROCE enhancing at the same medium term.

What are we looking for? We're looking for value for money operators. We're looking for new memberships that immediately drive our EBITDA, looking for operational synergies, which is margin enhancing and strategical relevance, so mostly in existing and immature markets.

Of course, acquisitions or doing acquisitions is not new for us. We have a considerable track record, and that track record gives us the confidence going forward.

René already mentioned, if you look at the graph in the bottom half of the slide, René already mentioned that the acquisition that we made in France -- in Spain, 42 McFit gyms, rebranded in the summer, 2 years after integrating, we have actually been able to drive EBITDA with 70%, 7-0 percent on those clubs.

Please keep in mind, it were already successful clubs when we acquired them. So that has been a very successful acquisition, and it has been very ROCE enhancing. Let's look at the most recent acquisition that we did last year, Clever Fit. So again, what did we buy?

Main thing is that we acquired a franchise platform, also from a strategic point of view, crucial for our future. In that platform, by the way, we're also 39 owned clubs in Austria and in Germany. It also gave us, by the way, a very strong position in the DACH region.

It gives us also optionality to optimize our portfolio between owned and franchised clubs. I think it was in October last year that we shared with the market that we acquired Clever Fit on a multiple of between 11 and 12 based on the numbers 24. That was actually the basis of defining our purchase price.

So given the fact that in 2025, we were able to have an EBITDA of a little bit under 22. We already have a multiple now of approximately 8. René already shared in the first quarter, we had an EBITDA of EUR 7 million. For the full year, we expect a little bit over EUR 26 million of EBITDA for the full year. And that means that if you look at that we are now at a multiple of 6. So that means that we are well on the way on our target that René communicated last December of 3 to 6 in -- at the end of 2027. So as a CFO, I'm absolutely certainly not only from a strategical point of view, also from a financial point of view, I'm really pleased with this acquisition.

And please keep in mind that we did this acquisition, gained control at the mid of November last year. So that means that we're only 5 months underway now. So yes, it's only the beginning, I would say. But our track record and the most recent acquisitions that we did McFIT and Clever Fit that gives us the confidence that we are actually able to extract the value out of the acquisitions and are able to accelerate in the markets, and it is ROCE enhanced.

Let's go to franchise. The most recent part of our growth strategy. Yes, the key message is, of course, from a return perspective that franchise is a ROCE boost. It is in itself CapEx light. It adds pure margin. It is cash flow and ROCE enhancing, given the fact that the brand and the systems that we have invested in, we have them available, and they -- the systems can scale. So this has a clear strategic appeal. The focus is, as Redouane said, it is on Germany and France. And of course, this will have more impacts once we are able to scale over time.

Just to be sure that we are on the same page. So how is that franchise economics actually working. There are 3 main recurring income streams. So on the one hand, the royalties, mostly for our brands. It is about group and local marketing contributions and fee from services, for example, commissions on fitness equipment. It has an appeal because it is derisking. It is about derisking and is an increase of profitability. But again, as I said, key is achieving scale, so in the long term, we might expect that we have more franchise clubs than owned clubs and that will certainly drive that ROCE up. Just to set the expectations, the activities on this are well underway, Redouane already explained it. We have been working very hard the last 5 months after acquiring Clever Fit and meaningful growth will, of course, take time.

And just to conclude with an illustration of it and then it is what I said before. It is about CapEx-light investment. It is pure margin enhancing growth. And over time, this will really drive group ROCE up. So actually, 3 strategies, all supporting group ROCE. Of course, this may all not be a linear evolving from now on. Organic growth, pretty much predictable or inorganic, of course, in itself not and franchise a bit more predictable than inorganic, I would say.

So if we translate that multi-vertical growth strategy to revenue, how is that reflected in revenue? So if you look at what we see in the year 2026, yes, actually, it's an amazing story. So we have a double-digit growth in revenue. And what you see here, if you look at the breakdown that the near-term key revenue drivers this year, but you can expect that also in the near term are actually that, although modest still the club growth but more members per club maturation effect that I already shared with you and the yield.

We also see, of course, the consolidation effects of Clever Fit which we had in for 2 months in 2025, and we'll have in for 12 months in 2026 and a relatively small effect from franchising and optional of course, M&A. But again, looking at it, this is actually, well, very good development and also giving something about what we may expect in a very near term after 2026.

Let's switch to earnings. Yes. If you look at earnings and you look at me, then you see a happy CFO, because again, we see double-digit growth in EBITDA. We see the margins increasing and why is that. It is top line P&L driven by the existing club base, maintaining strict cost control on both the clubs and the overhead, and we have some tailwinds as we shared with you from the 24/7 regulations and possibly also from the Belgian VAT.

But I think the key message is here that this is actually what high-quality growth looks like. The revenue is up, margins are up and cash flow is improving. And looking forward from 2026, these trends will continue with a controlled organic growth in members, club and yield, more franchise and targeted M&A.

Let's focus at an important topic, capital allocation or even capital allocation hierarchy. So where do we stand today? I think you've -- we've shown René, Redouane and Erica that there are huge opportunities for growth. We have an optionality in strategy. We are best positioned as a European market leader to capture that growth. And if we translate that to capital allocation hierarchy, then the focus is on a modest organic growth, which is, in essence, relatively capital intensive. We will only do it if it meets our ROIC requirements, and we know that there is a strong business case for that given the fact that we are already breakeven at 4 months after opening.

And in addition, we will look at in a disciplined way at M&A transactions, but only if that, of course, at the medium term is group ROCE enhancing. We will maintain balance sheet efficiency. The target for net debt ratio is still below 2, but of course, it can be temporarily higher if there's a strong business case for M&A. And not in the near term, but eventually, we may look at shareholder distribution according to this hierarchy. So the philosophy is simple. It is about targeted investments. It is about balance sheet strength and optionality.

Reflected in that capital allocation strategy is, of course, the reduction of CapEx going forward. Reduction of CapEx intensity and that is being done by reducing that organic growth, which results, of course, in having more options, but especially in higher cash generation, higher returns, financial flexibility and strategic optionality.

Let me summarize. Again, there are huge opportunities for growth and Basic-Fit is the best positioned to capture that growth. We will continue limited organic growth mostly in our mature markets, if it meets our ROIC requirements. We will look for M&A opportunities, selective focus in a disciplined way if we are convinced that we are able to extract medium-term value and drive at the medium term, group ROCE. And of course, we will use franchise as a ROCE booster. So it's all about growth, but at optimal returns.

Our strategy requires or, of course, is supported by a solid financing structure. Basic-Fit has a clear runway ahead. It has managed that maturities, a significant positive cash flow this year and onwards, and we have a main bank facility that matures in 2029. As you know, last week, we issued a new convertible bond. The rationality behind it is to support flexibility and optionality in our growth strategy. It is about optimizing our balance sheet by refinancing the remainder of the first bond and part of the RCF.

It is also to manage our interest costs for the longer term. It saves around EUR 7 million to EUR 8 million on an annual basis on interest costs. And so why last week? Well, it was a good opportunity. It was a good opportunity to issue a convertible bond under attractive conditions. And please keep in mind that at the 17th of June, we have to meet the redemption cost of our bondholders in the first bond of approximately EUR 145 million. And yes, we have the standby facilities to meet any request from our bondholders, but that would already mature in 2028, so become current at June 2027. So there was a time to act.

Finally, of course, we live in a dynamic world. The Strait of Hormuz has been closed and opened again more times than I can recall, at least it's more times than in the rest of my previous lifetime. So of course, we have the responsibility to manage our financing structure.

Let me go to the final slide. As you know, we have adjusted our EBITDA range. Please pay attention that we adjusted both the lower and the higher end of that range. And I got already some questions if that wasn't too conservative. Well, as a CFO, I'm a bit on the conservative side. But of course, if results improve, we will keep you updated.

In the medium term, having entered Era 3, the focus is it is all about growth. But we can make choices in the way we invest. We will use group ROCE as key metric, and we may expect that to come in, in the medium term low to mid-teens. And we will be using a disciplined investment framework focusing at free cash flow while, of course, maintaining balance sheet efficiency.

And that concludes the fourth and last presentation of today. Thank you.

Time for Q&A.

Closing remarks. Well, I think the presentation were very clear. We're all a bit nervous when we started. We're glad it's over. And we are really ready for the questions. What we wanted to tell you today is that we are back in a new era, a new period, and we are highly enthusiastic where we are currently and we're looking forward to the next 10 years to grow the business and get more people fit. Nothing to do with the remarks. But I think the presentations speak for themselves. So I think it's now good to go to the questions.

Maybe the questions I always have problems if there are more than one question, so I will do one and then you can have another question, but not too many because then I forget the first one.

It's Karel Zoete, Kepler Cheuvreux. Two questions. And the first one is simple one. What's currently the return on capital under your definition?

It's about 6%.

Right. And then the second question is with regards to the value proposition. And you say in any market, we want to be very price competitive or value -- offer a lot of value. When you look to Austria and to Switzerland, I noticed that there's other big or sizable players that have relatively modest prices compared to your prices?

Yes. I think you compare you can compare that very well to Luxembourg. So in Luxembourg, we had 6 or 8 clubs with the Health City brand, charging EUR 80 a month per member. We converted that to Basic-Fit charging at the time, I think, EUR 90.99. And looking at those clubs, they were and are the most profitable clubs that we have.

Rob Jan Vos at ABN AMRO. Two questions, if that's okay, Rene. First one is for Maurice. You used the first EUR 145 million of convertible for paying off the old convertible. But what is the short-term use of the rest of the proceeds from the new convertible? That's my first question.

Yes. So of course, the EUR 145 million is due at 17th of June. So that's in a few months. And the rest will be refinancing of our current bank facilities. So it will be part of refinancing RCF.

But which part because the bilateral is probably the most expensive one. So also the bilateral for the Clever Fit acquisition. So are you going to refinance that?

We will get back to that in the short term because we -- actually, we are discussing that with our banks now.

Okay. My second one, it's pretty clear that franchise is an option or a real possibility for France. Can you remind us how you will prevent cannibalization between the franchise and new -- and owned clubs?

Yes. So yes, I can answer this question. So from the last Capital Market Day, we said we could open 1,300, 1,400 clubs in France. So the 500 clubs we have to open, the remaining clubs are based on demographic analysis. We know exactly in which we still have to open clubs. And in case of -- we see that we have to open a club in a white spot close to a direct Basic-Fit club. This is what I explained in my presentation. We are also open to sell existing Basic-Fit clubs or clusters to future franchisees to support them and to have no issues with the territorial exclusivity we should give them.

Jeremy Kincaid from Kempen. First question, what does the medium term mean when you want to hit low to mid-teens, ROCE?

Yes. Medium term for us is 3 to 5 years.

And then on your guidance for 2026, you had another bucket in the waterfall charts for potential M&A. Does that M&A relate to the potential acquisitions of Clever Fit's gyms? Or does that relate to something bigger?

Yes. I think yes, the answer is yes. So that is -- that has -- we are in discussion with some franchisees who want to sell their clubs. So that's definitely part of it. And I think we have always been looking for opportunities to grow in the market where we -- like for instance, Germany, when you look at it now, you have around 60 clubs. If we -- and because we have only 60 clubs, we're losing money because you have a big head office and you -- so it's good to have the critical mass and the critical mass is like 150, 200 clubs. So for us, it's very good. We can grow quickly to this number of 200 clubs in Germany. So for that reason, if there's additional M&A possible, we are open to do that.

Okay. And then back to the mid-teens target for the return on capital. You obviously outlined the 3 different buckets, how you hope to grow that return on capital. Obviously, the franchise business is a very high return on capital business. So do you think most of that uplift in the return on capital comes from the franchise business, like would it be 80% to 90% of the change and the return on capital comes from that? Or is a larger percentage is going to come from organic or maybe inorganic?

Yes, it's a good question, of course. What I shared in my presentation is that if you look at the near term, the key drivers are actually in our existing club estate. So that's actually what's really, really driving profitability, cash EBITDA. It will take some time before the franchise revenue, franchise margins are really taking the lead, let's say it like that. And of course, inorganic, that's a bit hard to predict because it's -- it depends if we're able to do an acquisition or not at the terms that we find acceptable.

Yes. When you look at franchise for '26 and '27 will be around 3% of turnover and 3% of EBITDA. So it will be very small. But if you look at the long term, our goal is to have definitely more clubs in franchise than owned clubs. So -- but that is the plan for the next 10 years.

Maybe in addition or just to have that in mind. So we acquired -- we were able to acquire Clever Fit with approximately 450 franchise clubs. But they worked on that for 20 years. So that's not the way we are going to do it. But just to understand, yes, how that goes. So it took them 20 years to get to 450 clubs. We will go faster.

Maybe -- and to add to that, 2.5 years ago, we -- the last Capital Market Day, we announced to the group that we are thinking about franchise, and then we said we're going to have 3 options. We're going to build it from scratch. We're going to do it with somebody else or do an acquisition. I think like 2 weeks after that, we get questions already. So what are you going to do? Well, it takes some time to actually really figure that out. Are we going to do an acquisition? Are we going to do it with a partner or are we going to build it ourselves? That takes time.

Well, clearly, we started at the beginning of 2025 on this Clever Fit transaction, visiting all the clubs, talking to the owner, eventually making a deal. Transaction was done in November and now 4.5 months later, we got a lot of questions, so how many clubs are you converting now this week? Well, it takes time. It's also about building trust with the franchisees, it's about talking what they -- how they see their future and so on.

So it is maybe a bit slow also for us. But I think you should expect this to take time. This is not something that's going to change overnight. But if you listen to where do we want to go, we want to be much bigger in the amount of clubs in franchise than in owned clubs. And we're not planning to get less clubs than what we're having now. We're planning to open 50, 60 clubs a year in the coming years. So we will continue to grow in our own clubs, but we expect to have more franchise clubs in time. But it takes time, and we will take the time because we do not want to start a cooperation with somebody that is questionable or is something that doesn't fit the -- how we see the brand evaluation. So it will take time. I think that's important to know.

Anna Frontani from Berenberg. Sorry to go back to the Clever Fit franchise acquisitions, when you're saying you want to acquire Clever Fit franchisees, are we talking about a couple of clubs? Do you have an idea how many that will be? And also connected to this, how is the franchisees conversion going from Clever Fit to Basic-Fit?

Yes. Like I just said, so it's going to take more time than just a few months. We just acquired it 4.5 months ago. So we just don't have that answer right now. It's something some people own already for 20 years or 15 years or 10 years. So they first have to recover from the shock that their biggest competitor actually bought them. That takes time. You have multiple discussions and then we'll come back. We'll have multiple discussions with them. So we can't say really a number, but it will be definitely quite some clubs that we are able to buy.

In the contracts that the franchisee have in all contracts, also the old contracts, it states that if they want to sell it, they have to offer it to us first. And if we don't agree on it, they can sell it to somebody else and then we still look and match it. So anyway, we are in discussion with several franchisees, we cannot say a number, and we cannot say exactly what month, what -- how many clubs. But once we do an acquisition or once we convert, we will, on a quarterly basis, come back to you.

It's Marc Zwartsenburg, ING. First question, René, you just issued the bonds. You have maybe EUR 140 million, EUR 150 million left from that bond when you repay the remaining bond. But also you look at M&A and you probably need, let's say, 50 clubs in Germany extra on top of your own organic growth to come to that 150 to 100. And you're also looking at Austria and Switzerland. What exactly do you have in mind in terms of war chest to do those acquisitions? And how does that stack up with the pricing? Do you think that will be a challenge? Or will you get there?

Yes. Well, I think what we did now really helped us a lot because our 3 current Dutch banks who helped us prepare for this loan, if the convertible bond would be -- the old convertible bond would have been called completely. So we had the EUR 330 million ready to pay back the old convertible bond, but of course, that was also a stretch for the 3 banks, a big amount on one customer. We have a very good relationship with the 3 Dutch banks. So they have been really supportive in our growth in the last 10 years. But of course, you do not want to have those banks that really helped you also during corona and that whole period to be fully stretched.

So we are very happy that we can switch the old bond for a new bond. And then when we can do -- when there is a huge opportunity for an M&A, we can use the 3 Dutch banks again to help us do that acquisition. So I think with what we have done last week, we are comfortable that if an opportunity arises, we have the money to do it. And we also have the enough liquidity to -- we have a strong balance sheet as well. So we are very happy that we did this step.

Is there a number you can give us on -- in terms of what you have available and what you're allowed to do?

No, but we have enough money to do acquisitions. So again -- so we have enough money to buy 50, 80 something clubs. So that is not a problem. I think we -- when you look at our -- the amount of cash flow that we are generating this year is very good. Next year, it will be even a bit better. So the combination of growing EBITDA and not opening 100 or 200 clubs that combination, of course, works really well. So we think the war chest will grow in time. And we're not going to buy 100 clubs next week. But we are in discussion with some Clever Fit franchisees, we are looking in the DACH region to do some small acquisitions, small or mid-market chain. So we are actually talking. Can also go to 0, right? We don't know. We're talking.

And then a question for the happy CFO. In the fifth place, you had the capital allocation policy. What is your cutoff rate in terms of leverage ratio when you would consider capital returns? And what do you think in terms of time lines when you fulfill the first 4 when we could look at capital allocation?

Yes. Thank you, Marc. So just to clarify your question, so that is the distinction between, let's say, further deleveraging and shareholder distributions. That what you're aiming at?

Yes, exactly. When would you reach a certain point in your leverage ratio that you would consider share buyback or a dividend or a...

So what we said before, and that's still the case. So we are pretty comfortable if we are between 1.5 and 2 net debt ratio. So if we don't see any growth opportunities in the near term, and we have a net debt ratio of, let's say, 1.5, we might consider shareholder distributions. But as we all have said in our presentations, if we look at the market, there are simply huge opportunities ahead of us. So we are actually more looking at that growth now then at shareholder distributions in the near term.

Natasha Brilliant from UBS. Two questions from me. The first one, just coming back to conversations with the franchisees. I think the narrative has shifted slightly about operating with the 2 brands. So has anything changed in terms of the discussions and the terms that you set out in December? What are the main hurdles that you're having as you have those discussions with franchisees? And you talked about slightly lower royalties or marketing spend maybe initially. So could you just tell us for how long you anticipate that and how much lower? That's my first question.

Yes. I think when you -- it's not an ideal situation to do dual brand. Let that be clear. So it will only be in one country and that country is Germany. That's the only country where we will do a dual brand. When you look at the Clever Fit organization, how they were structured, they did the marketing completely locally. So they gave a small amount of money to the franchisor, EUR 500 per month per club. And with that EUR 6,000, the marketing was done, the website was maintained, app was maintained. The pictures were taken, the quarterly marketing ideas were delivered, and they did some advertisement. Of course, this is a very small amount.

So if you have in, let's say, in Germany, 350 clubs times EUR 6,000, you cannot do a lot for that. So what we said to them, well, and that's what we changed as of May 1, let's bring it back to the bare cost what we need to use to improve the app and the website and the pictures. And so we actually brought it back to EUR 300 per month. So they're paying us now EUR 300 a month. And the EUR 200, they spend themselves locally. In the ideal world, we would never do this. We also told the franchisees to actually change that and spend like EUR 40,000 a year on a club. But of course, we need to have everybody say yes to that, which is never going to happen. With so many clubs already in Germany being the clear market leader, if they would have spent more money on marketing, they would have been much more successful.

But we are in the current situation. In the current situation, this is the best way we can do it. We will help them to the max. They are a big believer in local advertisement instead of national advertisement. We are a big fan of national advertisement. So that's a mismatch. But yes, we also have a lot of franchisees. So there's 160 franchisees. And some of them have 1 club already for 10 years. They're happy with it. It's in a small village, they love it, and it's great. They will continue being a Clever Fit club. And that's fine with us because if we get 5% with the Clever Fit label or 5% from the Basic-Fit label. We don't care. It's the same. So for us, that is fine. And the Clever Fit, of course, has the different pricing. So it's one brand, but it's EUR 80 or EUR 70 or EUR 30. So it's all over the place. For us, of course, to do national marketing, that's not very helpful.

So doing this locally, I think it's been working for them already for 5, 10 or 15 years. So we let that go. But we also have a lot of franchisees that want to convert to the Basic-Fit. We're still in negotiation about the contract, but maybe now they pay 4% or 5%, and we want 7%. So it is a process, and it takes time. And I think once the first franchise clubs are open and they can see the results, I think then it will speed up and then it will go faster. But it will take time. You have to build the trust before you can actually people convince people to do that. Also, when we look at Basic-Fit, how we want to do the franchise, we would not like to have 160 franchisees for 400 clubs. That is too much work.

What we would like to do is that a franchisee does at least 10 clubs, preferably 20 to roll it out. Otherwise, it will be very -- a lot of questions, a lot of people, you need to support somebody who is doing just one club. So for us, it is not only about the clubs, Clever Fit. It was also about buying the knowledge, all the mistakes they made in the last 20 years, all the different contracts that mistake, we don't have to make anymore. So the multiple is fine. We have the option to buy the club. They have to come back. That's all fine. And we learn a lot. So that really -- it is a very good team of people also. And we have a lot of this 160 franchisees, there's a lot of really entrepreneurial people.

I'm convinced that they will be very successful also with Basic-Fit in Germany. So overall, we're very happy, but it takes time. And I hope this wasn't a very long answer.

That's helpful. And my last question is linked to that on the marketing. So you talked a lot about the success story in Spain. And once you've got to the scale sort of running those national advertising campaigns and the uplift in membership and EBITDA. Was the spend on marketing above the group average in terms of sales in Spain? And how should we think about that versus Germany? And are there any structural reasons why we shouldn't see a similar uplift over time in the membership and EBITDA like we saw in Spain?

So I think the average was slightly higher because, of course, like we dimmed down in the other markets where we are way more efficient. So I think it was around 6% for Spain, but then still having it slightly higher, but with the enormous results we saw in Spain, it's still very efficient in terms of cost per acquisition because that's ultimately what we look at. So -- and we believe that if we go for Germany, if we have the spreads enough to be doing the marketing like locally for the whole market, we do firmly believe we will get the same results.

All right. No, I think that we -- I'm afraid we have.

Because he's been waiting since the beginning.

We all feel like [indiscernible].

I basically have just one question about -- if you look at the past, you were fully focused on organic growth, and it made sense. There was a lot of opportunity. If you listen today, basically flywheel is stronger than ever. That would basically mean that there's still the same opportunity. And yet we see more emphasis on inorganic growth. And in that switch from only organic to inorganic, I was wondering, is that because relatively the organic growth, the risk reward has maybe decreased somewhat. Or did the risk reward of the inorganic increase? And if that's the case, is that only to the DACH region? Or is that to other countries as well?

No, I think what it has to do with that we had a lot of immature clubs. And we had a lot of actually questions from you guys. So why is the result not coming? So it is clear that we wanted to grow the market. We wanted to actually get more people active. So for that, you have to invest. We did that investment. We did a big investment that we opened 1,700 clubs. We spent more than EUR 2 billion building clubs. So we wanted to show the results as well. So we said, okay, let's slow down now, get more clubs mature. So if you open, say, 60 clubs, a year for the coming 2, 3 years. That means that 1 or 2 years from now, we only have 120, let's say, of the 2,000 clubs immature. Then you will see the EUR 150 million that we're actually missing that has come to life, that 3,200 members on average is there because now it's 2,985, I think, members on April 1.

But once we reach the 3,200, once the immature clubs are all mature, then we will see a better result of around EUR 150 million. Then the whole company looks completely different. And then we have to -- because now we -- actually, every discussion we had in the last 5 years was about, yes, where is the EBITDA staying? Where is it? We are opening clubs and that costs money. And for example, about the marketing, for example, in Germany, we're losing money. We only have 60 clubs, but we build a head office that can manage 100, 200 clubs, and we are building the brand. That costs money. So you lose a lot of money when the market is not -- doesn't have the size yet.

But now we have the other 5 countries that have the size. So we said, okay, let's slow down. Let's fill the clubs that they are mature and then we have a better business, then we have a better business. So that's the reason why we actually choose this path.

All right. And now I'm trying to get back to base. Mics are away. So I would like to end the official part of the event today. Thank you very much for your time and presentation. I think they're really good and really insightful and painting a clear picture of the new era. So for everyone here in the room, there are drinks upstairs and some wine, and you can also ask further questions. Yes, if you go out of this room to the right and to the right, you can go upstairs with stairs. And everybody online, thank you very much for watching, and I hope to be in touch soon. Thank you very much.

Hello, and welcome to the Basic-Fit Q1 Trading Update. 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, Head of Investor Relations. Sir, you may begin.

Well, thank you, and good afternoon, and welcome to everyone to our conference call. With me today are CEO, Rene Moos; and CFO, Maurice de Kleer. In this call, Rene and Maurice will give a short introduction, after which we will open the floor for questions. This call is being broadcast live on our website, and the recording of the call will be available shortly afterwards. And as usual, I would like to point out that safe harbor applies.

And with that, I hand it over to you, Rene.

Thank you. Today, we will start by looking at the group highlights from the first quarter of 2026. As a reminder, the group consists of Basic-Fit and Clever Fit owned and franchise clubs. We ended the quarter with 2,184 clubs, a 35% increase over the same period last year. Membership increased to 6 million up from 4.7 million in the first quarter of 2025. Revenue for the group increased by 19% year-over-year to EUR 396 million. All in all, a strong start of the year.

Turning now to the Basic-Fit branded business, so excluding Clever Fit, we grew our club footprint by 28 clubs, with the majority of clubs openings in our growth markets of France, Spain and Germany. The number of memberships increased by 215,000 versus 213,000 last year. The in growth is particularly impressive given that 13 fewer clubs were opened in this quarter versus the first quarter in 2025. In total, Basic-Fit increased its memberships by 13% to 5 million. We now have an average membership per club of 2,981 an 8% increase year-over-year. In the first quarter of 2026, Basic-Fit revenue increased by 15% to EUR 380 million, driven by very good member in growth in our clubs and a solid yield development in the average revenue per Basic-Fit member. We are currently the market leader in 6 out of the 12 countries where we are present. As we just saw on the previous slides, we opened 28 Basic-Fit owned clubs in this quarter and 5 Clever Fit franchise clubs.

Let's look first at our own Basic-Fit club openings. In total, we opened 29 clubs and closed 1 for a net growth of 28 clubs. We opened 8 clubs in Spain followed by Germany and France with 7 clubs, each, 5 clubs were opened in Belgium and 2 clubs opened in the Netherlands in the first quarter. During the first quarter, we opened 5 franchise clubs in the German market under the Clever Fit label, bringing the total of franchise clubs in our markets to 440 clubs. Franchising is a key part of how we see Basic-Fit's future. In the coming period, we will introduce Basic-Fit branded franchise clubs alongside the existing Clever Fit franchise. The first Clever Fit franchise is expected to be rebranded to Basic-Fit in the second quarter. The aim is to reach critical mass of 200 Basic-Fit clubs in Germany in 2027, which will allow us to start nationwide marketing campaigns. We continue to see strong interest in both the Basic-Fit and Clever Fit brands in the DACH region.

Next to franchise opportunities in Germany, we have also reviewed the opportunities that exist in the other growth markets. We are considering franchising in France, where we see ample growth opportunities for the franchise business. We expect the contribution of franchise to revenue and underlying EBITDA less rent to be limited in the near term, as it will take time for franchise club growth to reach a meaningful scale.

Let's now turn it over to Maurice.

Thanks, Rene. As communicated on 15th of April, we received confirmation from the French public authorities that we can operate 24/7 clubs staffless in France. Under this revised amendment, we believe that approximately 200 of our French clubs will immediately qualify for 24/7 unstaffed operations. In May, we will transition 50 staffed clubs to the unstaffed model. And in the summer of '26, we will be adding a further 150 unstaffed clubs. Based on the specifics of the regulation amendment, like the requirements to have a maximum of 19 people in the club when it's operating without staff, we expect to achieve annualized cost savings of approximately EUR 10 million, of which a smaller part will be realized this year. We expect that over time, further revisions to the amendment will lead to additional cost savings. For 100 clubs already in the current 24/7 staff model that do not satisfy the current criteria, we elected to keep those clubs staffed.

This morning, we communicated that we increased our expectations for underlying EBITDA less rents. The increase is partly based on the changes of French regulation announced on the 15th of April for staffless clubs, as I mentioned in the previous slide. In addition, the postponement of the Belgian VAT will result in a tailwind compared to the guidance given in January. It is still uncertain if and when the new VAT plans will be implemented, but each month postponement results in around EUR 1 million additional underlying EBITDA less rent, and the postponement will be that is said at least 3 months. Further postponement will provide, of course, further upside.

The foundation for the adjusted EBITDA guidance is a solid start of the year, which gives us confidence that to increase our expectations for underlying EBITDA less rent by EUR 10 million. We now expect group underlying EBITDA less rent of between EUR 415 million and EUR 455 million. The guidance for revenue of between EUR 1.64 billion and EUR 1.69 billion, net club growth of around 50 clubs, leverage ratio of just over 2x and a significant improvement of positive free cash flow remain unchanged.

When we look at the longer term, the positive membership trends and the expected continued increase in yields will support the continued growth in revenue and underlying EBITDA less rent in the coming years. On the site level, we will continue to focus on the return on invested capital of a mature clubs of at least 30%. And in addition, we will focus on group return on capital of low to mid-teens in the medium term. I will elaborate more on our focus on group returns at our Capital Markets Day next week.

And with this last remark, I open the floor for questions.

[Operator Instructions] The first question comes from Robert Jan Vos from ABN AMRO.

Yes. Let's do 3 then. First, on the group memberships. It was 6 million at the end of Q1. Can you provide maybe the exact split between owned club memberships, which is Basic-Fit and few Clever Fit clubs, as I understand, and the franchise memberships? That's my first question. Shall I wait or shall I continue?

No, we can answer that. So the 5 million members -- sorry, 5 million Basic-Fit members and we have around 1 million Clever Fit members and of those 1 million, around 100,000 owned clubs around -- around that number. So owned is 5 million Basic-Fit and over 100,000 Clever Fit.

All right. That's very clear. Second question, yes, you said in the press release that you added 5 new franchise clubs in the first quarter, and that they were all Clever Fit clubs. I would assume that with clear benefits from operating one brand instead of 2 brands, eventually, why were they all Clever Fit clubs? Was that because of pipeline, they were about to be opened as franchise clubs? Or why were there -- why were they all Clever Fit clubs? That's my second question.

Yes. So as you said, it's because of the pipeline that they were in. As you may remember, it takes at least 1, maybe 2 years to get the license. So once you started the whole program, as a Clever Fit, then you also have to build it like a Clever Fit. So yes, because they were in the pipeline, and you will see more openings of Clever Fit this year for the same reason.

That's clear. And my third question is, yes, you said that the near-term revenue and EBITDA contribution from franchise is expected to remain limited. Is there a possibility that you can provide some guidance on that, more specifically for 2026? And related to that, if I'm not mistaken, revenue contribution amounted to EUR 5 million in Q1, which was the revenue contribution of franchise. But it was also EUR 5 million in Q4, whereas Q4 was only 2 months and Q1 is 3 months of contribution. So why is it not a bigger step-up than the flat number of EUR 5 million in Q4 and EUR 5 million in Q1?

Yes. Well, I think if you look at -- it also has to do with timing and it also has to do with what the franchise are paying when they're opening club. So the kick back and so on. So it's -- it's as logical as a member-based monthly subscription that is every month the same. So it varies. But if you look at the full year 2026, we expect -- if you look at the current situation that the turnover will be at least similar to what we had in the last 2 months. It will be between EUR 60 million and EUR 70 million turnover for the Clever Fit organization. So -- but that is a full year. And that is, of course, the combination of the franchise income, the kickbacks and the owned clubs from Clever Fit.

The next question comes from Natasha Brilliant from UBS.

I'll ask them one by one as well, just to ease. So the first one is just on the membership trends, up 8% membership per club up 8% year-on-year. Can you just give us a bit more color how that compares by region and how it compares by the different cohorts of clubs? Is that really driven by new clubs? Or is that existing clubs improving as well? Just any more color you can give us on that trend, please?

Yes. So I think when you look at the 8%, I think the countries that did best in the first quarter are our growing countries, our new countries, Spain and France. So they did both very well in the first quarter. If you look at the new club compared to last year, that is, of course, lower because we opened less clubs. So you will see the growth at the -- at all mature clubs that we have. So overall, we're very happy to see that France and Spain are doing very well and also that our mature clubs are continue to grow.

Perfect. The second question is about the franchise opportunity in France. If you can just give us a bit more color on why France? Is it just that's the first one to start with, but we could see after that? Or have you discounted the other markets as well?

No, there will definitely be more countries than France. We think France is -- we can still add an additional 500 clubs because of the fitness penetration being low and the fact that we see that new club openings are doing very well. So being able to grow more than 500 clubs in a country is interesting. So we are currently investigating that, and we think that will be a good country to start. But after that, we will add other countries as well. So the focus will be on Germany for sure because we have already there, of course, the franchise organization and the second country will be probably France, and after that more countries will follow.

Okay. Understood. And then my last question is just on the changes to French regulation. I was very skeptical. So it's great that it's come through. You mentioned some anticipated changes as well. Can you just set out what they might be and how that would drive further cost savings?

Yes. So French is French. So that is always a bit different than the rest of Europe. So what you see in the rest of Europe, that there all countries are exactly the same. So you have the system in place. If the system is good and safe then you're able to open it without staff. France is -- starts with this number, this 19 people maximum. That makes it, of course, difficult. That means you have to implement reservation system, to be able to -- that you have 18 people in the gym. So yes, there's a limited factor so that means that we can only do it between 1:00 and 6:00 in the morning because then we know for sure it will be below 20. So that means you save only 5 hours. If you would do it like all the other countries, you can do it, you can start already at say, 10:30 till say 6: 30 in the morning. So that is a big difference and that -- the discussions that we are ongoing with the French government, we think at least there were discussions about that this is the start, that they first want to test it a period and then if it's going well, then they will continue to change that and to optimize it because, of course, we clearly explained what the rest of Europe was doing.

But this is the start, but we do expect that in time, that #19 will become maybe 29, 39 and eventually like the rest of Europe, if you have a good system, unlimited. So that is why we think that we can grow this EUR 10 million to what we said before, around 50% of the extra investment so that we could grow that number to like EUR 17.5 million and that we could also do it on more clubs than the current 300 that we are talking about.

The next question comes from Karel Zoete from Kepler Cheuvreux.

I have 2 questions in relation to the German market. The first one is, what's the feedback from some of your franchise partners now? You're active now for a couple of months. What are you hearing back? What do they think about Basic-Fit? And the other thing is the dynamics in the German market in general, with a strong player coming in. What are you seeing in terms of competitive behavior?

Yes, we start with the last question, strong competitor. I think the German market is a very mature market with very sticky members. The fitness penetration is still very low. So if you look at the 83 million inhabitants in Germany and the fitness penetration, it is very strange that it's not similar to what it is, let's say, in the Netherlands. So there is huge room for improvement. We will discuss that a bit more on our Investor Day next week, but we see huge improvement on the German market. So how we look at the German market, we see it as a huge opportunity to grow our business there. But you see a lot at the moment is that some change are acquiring other clubs. That is, of course, also a model, but that's not how you grow the market.

We also, of course, always look at potential add-ons, but we're mostly focused on opening and building our own clubs. And with that, we will grow the German market. But even though there are players, they are not a lot of big players. So I think the biggest chain has around 250 locations. If you take that on a member or 83 million inhabitants, that is very low. We have 250 clubs in the Netherlands, and we have around 250 clubs in Belgium which, of course, have much less inhabitants.

So huge white space, we think we can grow a lot. And that's why we're happy that we will do both in Germany, owned clubs and franchise clubs. The reaction of the franchisees were mixed. Overall, it was positive. They were happy that there was a change, and they were happy with the first steps we have taken. So we have improved some of the purchase things that they're doing. So the equipment for them as of last week is cheaper. The marketing is more interesting and cheaper and so on.

So we, of course, have to build the trust. It's not that you buy something and that people fully 100% trust you and believe everything you say. We have to build trust, and we have to show them that we are a good partners, and that's also our goal to grow the company and to make the franchisees more successful. I think it's going very well. I had a call with the franchisees actually 2 weeks ago normally around 100 of the 160 called in, and now we had more than 200 different people calling in. So that meeting went very well. They were very positive also in the Q&A. I think they're starting -- we're starting to build more trust and some of the franchisees are interesting to open the first Basic-Fit clubs. They're actually looking to see who is the first one to open the club, so everybody is really motivated.

A lot of them are also really focused on their current Clever Fit club that they own already for 10, 15 or 20 years, and very comfortable with that label. So that will also continue, and we will also support them in that way. So overall, I think the start, it's like a new marriage. It takes time to build trust. And we're in now for 4.5 months. I think overall, it has been going well.

The next question comes from Marc Zwartsenburg ING.

A couple of questions. We're left only a staffed solution in France. So why are you so sure that at some point, the French government will say, okay, let's go to 29, 39 or at some point in line with the other countries because this already took a while. Yes. Why are you so confident that, that will happen?

Well, again, it is France. So there is a risk there. But we -- with the discussions that we had -- we -- and what was discussed, we know that they are open and they said that for improving that amount of members, but they wanted to have a slow start. So it's just -- the trust came out of the discussions that we had, put it that way.

And is that at a checkpoint in the future that you say, we sit together and we review how it went after 6 months or so and then take it from there. Is there any milestones agreed with them? Or is it.

No. Nothing.

No, nothing. Okay. And because at some point, you could also go with your own staff, that would also save you money...

We will do that if it's clear...

So you need a bit of a milestone.

Yes. No, but it's clear. So if that is the case, if it feels like that, then we will do that because that saves, of course, also a lot of money. Then we can also grow to the EUR 17.5 million instead of -- but again, we are confident that the 19 number will be pushed up. And if we lose that trust, we will convert.

Yes. Okay. Very clear. Then on the outlook, EUR 10 million extra on the outlook, EUR 4 million, EUR 5 million for France. If you just take a pro forma, what the number of yesterday, you take 3 months of extra postponement for Belgium, which is just over EUR 3 million. So there's a limited slight underlying increase in your outlook, if I read that then correctly?

Correct.

Is that because you're still cautious because, yes, the first quarter was definitely above expectations, if I hear you correctly on the membership and growth, is that just a matter of caution because it's so early in the year that you keep it a bit for yourself or should I read that?

No, Marc...

Was April not looking so good.

No, no. Actually, April already started very good for us. No, we really had a strong first quarter, of course, you saw that, that is both on top line P&L, but also we see that reflected also in the costs. So both the overhead and club costs are in line, actually. But as you saw, so we can profit from the change in 24/7 regulations only partly this year. So that's one part of it. And of course, we only calculated -- we only calculated the first months of postponement of the Belgian VAT. If that's further postponed or changed in a good way for us, then that will give us extra tailwind. But for now, we feel comfortable with the extra EUR 10 million that we communicated.

Okay, clear. And then a last one, if I may. I think, Rene, you mentioned by '27, we expect to be at the level of clubs with the Basic-Fit brand in Germany that would warrant a nationwide campaign. So that's 200 clubs, I guess. Maybe give us a bit of a road map how you get there? Because you're now at 74. You will open some yourself. You will have some converted ones, but then still there's quite a gap. Is that -- how do you get there?

Yes, we get there by more clubs opening. But I think as you say...

Yeah, you can only do 20 or 25 or so there's a bit of gap there.

Yes. No, that's correct. So it should be -- the franchise part should grow. So what we see is that some of the people that started the -- getting the license and are still able to transfer it to Basic-Fit are doing that. So we'll see some of those. We also have a lot of new franchisees that will start with the French -- with the Basic-Fit franchise, so that is also part of it. We will do some small add-ons. We have a couple of Clever Fit franchisees that want to sell the 1, 2 or 3 clubs to us. So we're in negotiations there. And outside the Clever Fit, people want to sell the club, we also have some small add-on acquisitions that we are talking to now. In that combination, we expect, during 2027, to reach that number.

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

Apologies for coming back, but I have 2 remaining questions. You say that you expect a number of Clever Fit franchise clubs to transition to owned clubs. I think, Rene you mentioned a number in the previous question, but what number should we assume for 2026? And just to be clear does this number come on top of the 50 or is it part of the 50 new owned club openings that you expect for this year?

And my second question is probably for Maurice, on the convertible bond, you mentioned EUR 159 million is locked up so there won't be early redemption. My question there is this it, or could it even increase further because the exercise of the puts is possible as from, if I'm not mistaken, 18th of May. Could it increase further? Or is this it? Those were my 2 remaining questions.

Well, thanks, Robert Jan. Let me start with the second question. So you are correct. So currently, EUR 159 million of bonds waive their put option. So the remainder of the bondholders, we can expect to exercise their put option before the 17th of June. But of course, that largely also depends on the share price. So if the share price is about EUR 34 few might expect and higher you might expect that you can expect that they see in. But for now, we assume that they will exercise their -- the put option. We have, of course, our bank facilities in place to meet any demand from our bondholders.

And the other question, acquisitions are on top of the 50. So they will come on top of the 50 clubs that we -- so I think I don't have a concrete number of how many clubs this year or how many clubs next year. We are in discussions with many franchisees with many people. And you never know where that ends. But as soon as we know actually what that -- how many -- once the deal is done and when it's substantial, we will come out and communicate it. But we repeat to be clear, if you do...

Yes. Just to be clear, if you do 10 transitions, then the actual number of new net owned clubs could be 60 then from clubs you said?

Yes. Well. Yes, that's correct, yes, Richard.

All right. If there are no further questions, then it's time to close the call. Thank you all for dialing in and for your input. If there are any remaining questions at a later time, please don't hesitate to call Heather or me. Thank you very much. Have a nice day.

Thank you. Bye.

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.

Good day, and welcome to today's Basic-Fit and Clever Fit Transaction Conference Call. My name is Serge, and I'll be your coordinator for today's event. [Operator Instructions]

And now I'd like to hand the call over to Richard Piekaar, Head of Investor Relations. Please go ahead, sir.

Hello, thank you, and good afternoon, everyone, and welcome to our analyst and investors call. After the announcement this morning that we are in the process of acquiring Clever Fit, Europe's largest fitness franchise.

With me today are CEO, Rene Moos; and CFO, Maurice de Kleer. Rene will start by giving a brief explanation of the synergies between our two organizations, followed by some more general facts about the transaction, and Maurice will then walk us through a brief explanation of the financing and will provide some updated guidance to the market.

I would like to remind everyone that safe harbor applies. And with that, I'll hand over to you, Rene.

Thank you, Richard. Hello, everyone, and welcome to today's call. This morning, we announced that we signed an agreement to acquire Clever Fit, the largest franchise chain in Europe and the leading fitness operator in the DACH region. Franchising, as we have discussed in previous calls, is something Basic-Fit has been exploring since our Capital Markets Day in 2023. There, we announced we had three different paths to franchise, of which one was buying an established franchise operator.

We are very proud that we could announce today that we have been able to acquire the leading franchise fitness chain in Europe, a unique opportunity we have been able to grab with which we are making big steps in the execution of our long-term growth strategy. This acquisition is a transformational for Basic-Fit's business model. But let me be clear, we are not moving away from our owned club growth model. We are instead adding on, creating a dual growth engine, introducing franchise management capabilities alongside our owned club platform. That combines capital-light expansion with operational know-how. But today is just the first step in an exciting journey for our two organizations. We are a great strategic fit. We have a compatible DNA, an entrepreneurial mindset and a scalable club concept in value-oriented fitness.

With an enhanced geographic footprint, Basic-Fit becomes the immediate market leader in Germany, Europe's largest fitness market, while establishing a strong presence in Austria and Switzerland and a scalable platform for further expansion in Central Eastern Europe.

With the combination of Clever Fit's winning franchise know-how and Basic-Fit's technology stack, award-winning marketing experience and extensive real estate experience, we are a perfect fit to consolidate our European market leadership.

The Clever Fit footprint includes 7 countries. The strongest presence is in Germany with 406 clubs, followed by Austria with 48 clubs. Switzerland has 20 clubs; Slovenia, 15; Romania, 2; and finally, the Czech Republic and Croatia with 1 club each. Some 454 clubs are franchise clubs, while 39 clubs based in Germany and Austria are owned Clever Fit clubs. In total, Clever Fit has around 1 million members.

Let's turn now to our new geographic footprint. With this acquisition, our footprint expands by 6 countries, taking us into new markets where fitness penetration is still low and where we know Basic-Fit can help increase the fitness penetration rate as we did in our other countries before. By expanding through franchising, the growth model becomes even more capital efficient, creating a network of over 2,150 clubs and more than 5.7 million combined members. Basic-Fit can call itself the true pan-European fitness leader.

In 2024, Clever Fit had revenue of approximately EUR 50 million with an underlying EBITDA less rent of EUR 14.5 million. The implied multiple we are paying is quite low compared to the recent transaction involving franchise change in the fitness industry. This is especially true when considering the upside potential we aim to unlock through our technologies and expertise. Moreover, it does not yet account for the strategic value of acquiring a franchise platform and establishing ourselves as the market leader in Germany. It is, therefore, a unique opportunity that we have been able to seize.

With 454 franchise clubs, franchisees paid fees of mid-single digits. In addition to these existing franchisees, there is a waiting list of some 150-plus entrepreneurs who are keen to open clubs in their respective countries and towns and many requests of new franchisees coming in on a continuous basis. On average, each Clever Fit club has approximately 2,000 members. When looking at the net fitness area, around 90% of the Clever Fit clubs are similar in size to basic fit clubs.

This presents significant potential to increase membership levels and consequently, revenue and profitability. We also have a proven track record of achieving such growth after acquisitions. Subject to fulfilling customary closing conditions, we anticipate this transaction will close before year-end 2025.

And with that, I will hand it over to Maurice to discuss financing and updates on our 2025 outlook.

Yes. Thanks, Rene. The acquisition of Clever Fit is an exciting opportunity for us and combining our strength and capabilities will help all of us reach our future goals faster.

Let's now discuss the financing for this transaction. Fully supported with committed financing from ABN AMRO, ING Bank and Rabobank, the financing covers the all-cash purchase price of EUR 160 million at closing, plus a potential EUR 50 million earn-out over a 3-year period. This loan matures in June of 2028.

Looking ahead to 2026, we remain well financed and are confident in our ability to comfortably meet any potential redemption requests from convertible bondholders in June 2026, while maintaining ample liquidity.

At our Q3 trading update, we reiterated our guidance for the year. With this transaction, however, there will be a few changes. Let's first discuss what will stay the same. First, we expect revenue of between EUR 1.375 billion and EUR 1.425 billion and underlying EBITDA less rents of between EUR 330 million and EUR 370 million. Furthermore, we continue to anticipate that we will have a positive free cash flow in 2025. And finally, we expect overhead, including marketing costs to decrease to between 11.5% and 12% of revenue.

Now what will change? In light of this acquisition, we will limit our owned club growth this year to 86 Basic-Fit clubs. When we account for the acquired owned 39 Clever Fit Clubs, our growth total for 2025 will be 125 clubs. Looking ahead to 2026, we will decrease our own club openings to approximately 50 clubs. This is so that we can concentrate on leveraging our new franchising platform, ensuring that we are off to a great start.

Additionally, we will also focus on our existing Basic-Fit clubs, continuing the improved profitability and member development that we have seen in the first 9 months of this year. While not in our guidance, we do expect to close this year with a leverage ratio just below 3x -- 3.0x. And in 2026, we anticipate a target ratio just above 2x.

Today, we laid the foundation of Basic-Fit 3.0, and we look forward to sharing more information about our vision for the future at our Capital Markets Day on the 23rd of April 2026.

And with that, I'd like to conclude our presentation and would like to now open it up for questions.

[Operator Instructions] Our first question comes from Kris Kippers from Degroof Petercam.

A couple of ones looking on the new composition indeed. Firstly, if you look at the new enlarged group going forward with this low margin, of course, business you now acquired logically, given that it's franchise. Could you share with us the synergies that you could reach, meaning looking at ICT, for example, going to the headquarters in the Netherlands. Secondly, looking at the joint purchasing because, of course, optically, it's a franchise business. So could you share with us what this brings going forward?

Secondly, could you share with us the reason to sell from the sellers, because of course, we see that in the last couple of years, the number of clubs have not been grown. Actually, they decreased a little bit. So I was wondering what happened there? And then thirdly, if you look at Germany, is it fair to assume that Germany will more become a franchise model, or will you have both models next to each other? Those are my 3 questions to start.

Okay. Yes. Well, the synergy is something we will come back on April 21st because we first have to close the deal and then inform the franchisees and discuss all the options with the franchisees, and then we can come back to you on April 21st next year. But for sure, we do see a lot of synergy advantages for us, but also for the franchisees. Your second question, the reason to sell, not sure. It was not for sale. The first time I contacted Alfred, the owner, was in May 2019, if he was willing to sell. And we -- of course, after that, we had the corona period. If you look at this year, we first visited all the clubs. So we did a very thorough due diligence visit all the clubs in all the countries in Q1 and started the discussions with Alfred, the owner of Clever Fit.

I must say it was not for sale. So we actually reached out to him and start discussing. There was a very good click between him and our team and his team. And yes, that ended up finalizing Friday evening -- last Friday evening. And we are very enthusiastic and happy with this acquisition. And yes, and the 100% owner Alfred is, yes, I guess, also enthusiastic, otherwise, he wouldn't have signed.

If you look at Germany, the question about if it's going to be more or less franchise. Again, if you look at it now, we have more than 400 franchise clubs. And currently, we have 44 owned clubs. So yes, if you look at it today, yes, it is logical to say it will be more franchise than owned clubs. But again, we first have to close the deal, then inform the franchisees, discuss all options with them, and then we inform you again April 21st next year.

Our next question is from Marc Zwartsenburg from ING.

Rene, can you share with us a bit more detail on what you have agreed with Clever Fit in terms of in the future rebranding to Basic-Fit, membership structure, investments that are needed potentially by the franchisees. Can you share a bit how this -- how the further will be integrated in the Basic Fit franchise basically?

Yes. Well, that's a logical question, but I cannot answer this. We first have to close the deal. That's step one. And then we have to discuss everything and inform the franchisees and discuss with them all the options that are open. If you're looking at there are 2 big options, keeping two brands or going to one brand. So that's the first discussion that is on the table. But that we will take the coming months to discuss with the franchisees and with Clever Fit management, and then we'll come back to you. That's why we also changed the same day date, not end of this year, but we changed it to April 21 next year because by that time, we have talked to everybody we want to talk to.

And how many franchisees are within the group?

165 around.

65?

165.

165. So you have to discuss with 165 people. What if 100 say, yes, we want to rebrand and the other 65 don't. How would that work? Can you give us a bit of an idea?

Well, we come back to you on April 21st.

Okay. And in terms of future investments, so these gyms at some point, they run out of the equipment contracts, they need to be refurbished potentially. But the CapEx is for the franchisees. Is that how it would work? Would you have to ask them, or will there be a joint effort in terms of investing in those gyms? How would you see that? Because normally with the franchisees with them, but can you foresee another structure?

Well, it's clear they have contracts, and in those contracts so you have contracts of 20 years old, you have contracts of 5 years old. So these contracts vary a little bit. But it's clear that if there are investment to be made in those clubs, yes, the franchisee will pay that cost. It's just a normal franchise contract, right? So it's nothing different than the contracts of, let's say, Planet Fitness or something like that. So it is clear that you have the franchisor that is helping with the marketing, the IT and so on. And then you have the franchisees who's doing the investment and pays a percentage of their turnover for the franchisor.

And are they going to use your technology? Because you mentioned that on one of the slides, your technology stack, your marketing machine the way you structure your reach out to your members that the smart thing to reduce the churn. Are they -- will they be converted onto your system, or is that still under negotiation with them, whether they want to build or not?

Yes. Well, that's, again, repeating again, we first have to close the deal inform the franchisees. But of course, it would be logical to use the investments that we have made. But again, we have to take it step by step. First step is to close the deal, then inform the franchisees, discuss with him all the options and then see what we can agree on. But it's clear that the investments that we have made would be very logical to use for the franchisees. So we -- what I said, we visited all the clubs, all the franchisees and all the own clubs. So we checked out 493 clubs. And what we saw is that 10% of those clubs are really small, and that's something we as Basic-Fit would not have done.

But 90% of the clubs have the right size and are also at the right locations. So we think that we could definitely help with our marketing knowledge, but also our software that we can improve actually the average of 2,000 members to more members, yes, then they have to be on our system. So again, first close the deal and then talk to the franchisees, but it would be logical to use all the investment that we have made.

Okay. Maybe a final one, if I may. And on the cluster strategy, how would it fit into the cluster strategy you have in existing growth countries? And because you're also looking at expanding the franchise model, not only in Germany, but maybe also to France or Spain. How would that fit in with your cluster strategy because there's normally proximity in the contracts from the franchisee that you cannot open a gym in a close proximity. How would that be included in your existing organic growth strategy?

Yes. Well, I think when you look at the existing countries, again, it's somewhat you wrote down, it's one of the options. So we're going to work on that, think about that, how we can do that. We think it's definitely an option because there are still many clubs to be opened in France and many clubs to be opened in Spain. So we can still do hundreds of openings in France and hundreds of openings in Spain. And if we're going to do it with building our own clubs, it's going to take, of course, a very long time.

So there are different options. So if you look at McDonald's or Starbucks, they have also owned and franchise locations, and it can be worked really nicely together. It's just about having a good geographical split between a village or a city or -- but it's something that is also not for today. It's something we will work on, and that's something we will communicate back on April 21, but we do think it is a good option to speed up growth.

We'll now take our next question from Lynn Hautekeete from KBC.

The first one I had is on the strategy shift in both France and Spain to also look there at a franchise model. It was my understanding that it was always a goal to have those not in the existing markets. So wondering there what happens?

Yes. I just answered that, I think. So we're thinking about that, doing France and Spain. So we have -- we see it as an option. The good thing about franchise is that you can grow faster without using your own wallet. So we are exploring that option. So we're going to take our time to make that decision. But we do see that in the countries where we still have a lot of growth to do that it's going to take a very long time to do it ourselves. The Fitness penetration in France, Spain and Germany, we think, can increase a lot. But you have to do that, you have to open clubs.

And in the current situation with our balance sheet, we do not see it as logical to open 200 or 300 clubs a year. But if you can do it in a combination with owned clubs and franchise clubs, then you can speed up the growth and increase the Fitness Penetration in all our growth countries. So we will not do it in -- for sure not do it in the Benelux because we are now around 500 clubs. We still want to open 100, 150 clubs, and we will do that, let's say, in the next 4 to 5 years. So there, it is no use doing that. But if you look at the French market, yes, we think we can do another 500 clubs. And if you look at the Spanish market, even more.

So yes, there's still huge growth opportunities. And to speed up, we think it could be an option, and we're exploring the option to do it next to each other. So building own clubs and also building franchise clubs. Again, we're exploring that. So the decision is not made, but we will communicate with you on April 21, what's the -- what the plan is.

And would you consider converting owned clubs in Spain and France to franchise clubs, maybe clubs that are performing a bit less in those regions?

We will come back to you on April 21st.

Okay, that's clear. Second question I have is on capital allocation. So in order to do this deal, you had to cancel part of your share buyback, which I understand. Now if you were already looking at the option to acquire Clever Fit, and you were doing your due diligence in the first place, why did you announce a share buyback in the second quarter of 2025 when you had the risk of having to cancel it later on?

Yes. Well, at the time, we were not that far yet to sign the deal. We were still negotiating and talking. So at the time, it made sense to do it. Now we spent around EUR 26 million. And looking at it again now, it makes sense to actually stop with it. And same with the openings. If you look at -- so we're going to open this year 86 clubs or grow with 86 clubs. So with 86 plus the clubs that we acquired from Clever Fit, then we grow with 125 clubs, which is actually more than the 100 that we said.

And for next year, our plan is to actually slow down to around 50 clubs. And why would we do that? It's because we want to take the time to actually really optimize the partnership with Clever Fit and Basic-Fit. And next to that, we have also seen that this year, focusing on our existing base is very profitable. We see that in Q3. We had a really big growth in members. We see actually the same thing happening in this month of October. We also see a really big step-up again.

So the business is really completely back. We're going really well. But we also said to the market that we want to lower our leverage ratio to below 2. With this acquisition, it will be slightly above 2, but we want to stay close to what we have promised, and we have promised the leverage ratio to be below 2, and now it's going to be just around 2x debt to EBITDA. So that has to do with the decision to stop the share buyback and slow down. It's not what we're going to do -- we're going to slow down for years, but it's -- we're going to slow down for this year and next year.

Yes, that makes perfect sense. And then I have a third and last question, which is regarding the earn-out. I was just wondering if you could tell us how it was structured. Is it linear per year? And what are the KPIs? And how long does the management of Clever Fit will stay on board in the coming years?

Yes. So the earnout is, of course, something I cannot share, but I can share this is that the payment is after 3 years and has something to do with the amount of clubs we have after 3 years.

Okay. And the management stays on board to help with the integration?

Yes. The management stays on board. The owner will also help us in the coming years, but he will take a step back. And the management team, the Board that is there is actually going to stay there and keep running the business.

Our next question is from Robert Vos from ABN AMRO.

A couple of questions. Purely hypothetically, since you have visited all the clubs, what is your impression? How much it would cost should you decide to do that to rebrand a Clever Fit club to a Basic-Fit Club? Is that a couple of hundred thousand euros? Or can you maybe elaborate a little bit on that?

And my second question on the level of Basic-Fit, so not for the franchisees, but on the level of Basic-Fit, should we assume any additional costs for the integration in 2026 and maybe also already upon closing in 2025? And if so, what is the order of magnitude of such costs? Those were my questions.

Yes. I think it is a bit premature. I think some Clever Fit franchisee are listening. So discussing now what the cost will be if we want to convert it to Basic-Fit, while we haven't even discussed it, converting them to Basic-Fit is a bit ahead of the game. But it also has to do with -- I think the rebranding itself is not that expensive, taking a logo of a club and putting a new logo on is not very expensive. Also, doing the walls, et cetera, is also not very expensive. So you can do it in a light way. But if you want to do it exactly as a Basic-Fit, that means we will have air conditioning ventilation in all clubs, which is not the case for all Clever Fit as an example.

So there's a lot of different things. So we have a camera system in place that we can run a club without staff. That's an investment of EUR 65,000. So there's a lot of different things. But again, we first have to close the deal, then inform the franchisees, discuss with them if they think that it is a good idea and then we will look at it. And then you can, of course, make a multiyear plan. You don't have to do everything in the first week. But it's too early to really say more about it than I just said already. Actually, I said already a lot.

The extra cost, yes, of course, you have a transaction cost. So we had a bank loan. We had Deloitte doing the DD for us. We had lawyers. So yes, there's extra cost, but I think there's no extra integration cost or -- so we have a big team of around 80 IT people. So those people will pick up the things that we want to match and connect with our systems. So yes, there's transaction cost. We got a new loan and so on, but that is all completely financed in the package that we had.

Okay. That's very clear. And maybe one final additional question. You explained -- you gave a couple of reasons to lower the new club openings of owned clubs in 2026. Can you confirm that it has nothing to do with any doubts that otherwise you wouldn't have met your free cash flow target for that year? It's just those reasons and not anything to do with the free cash flow.

Free cash flow for next year, you mean?

Yes.

Yes, it has nothing to do with the free cash flow for next year. But it's -- I think when you -- 50 clubs less next year and 14 clubs this year is around EUR 85 million and stopping with the share buyback, altogether is like EUR 100 million less that we're spending. And yes, we're doing that because we want to stick and stay close to this 2x debt to EBITDA. And by doing this, we are...

And we'll now take our next question from Karel Zoete from Kepler Cheuvreux.

I have a couple of questions as well. The first one, can you expand on the brand, Clever Fit in the German market? How is it perceived? What are strong points? How does it compare to the Basic-Fit brand in some of your markets? And then a related question somewhat is, is there much difference in the performance across the different Clever Fit clubs?

I understand rural versus larger city makes a difference. But in general, is there a big discrepancy in the number of members per club? And what determines the difference? Because you've visited all of them. So what's the observation? What do could Clever clubs do better than ones that are less performing?

Yes, I think like any other business, it's location, location, location. So if you are in a good location, you have more members. So that is clear. I think around 10% of the Clever Fit clubs are just very small. So there, it is also -- yes, it is also difficult to get a good return, but especially for franchisees, you can make a salary, and that's -- in that combination, you should see it. But for us, as running our own clubs, I think smaller clubs are not really an option for us. But for franchisees, if you can do some personal training and work there and make a good salary, it's also fine.

But what we have seen is, say, around 10% of all the clubs are just very small. So that's a big difference. And then the other part is if you are in a good location or not. If you are in a very small village, or are you in a business area or are you in a big city, that makes a difference in -- I would say that there's no huge differences in those 90% of the clubs that have the right size. The size is around -- well, actually the same size pretty much as our clubs. So size-wise and also we looked at could we get more members in there if we spend a bit more on marketing. That is also something to do with, of course. And our observation was that you could. So our observation was that you could definitely increase the member base with 20% by investing maybe a bit more on the marketing side.

And then about the Clever Fit brand name, I think the brand name is known in Germany because it exists already for 20 years. But yes, they have never done real big -- they don't have the budget on marketing that we have spent. And all the franchisees, they also look at local advertisement while we look at country-wise advertisement. So if we go -- when we went to Spain, yes, we did TV campaigns, radio campaigns, billboard throughout the whole country.

So Clever Fit has not -- as far as I know, have not done that. So by doing that, if we can do that in the future, I think the brand recognition will increase a lot. And I think also the member base will increase a lot. I think the -- again, the locations, that was actually what was really positive about visiting all the clubs. We think 90% of the clubs are in the right locations, and we think 90% of those clubs can do a lot better member-wise and then automatically also profit-wise than what they're doing currently. So we think we can definitely be of help and especially our systems can be of help to increase the member base.

All right, very good. That's clear. And then I have one follow-up question because the brand is also present in many other countries in DACH, certain markets with only very modest presence. Are these then big opportunities in terms of future growth, or is this adding complexity in a small market? How should we read that?

I'm not sure if I completely understand your question. But yes, we're going to a lot of smaller countries. And I think going to those smaller countries, we have been very successful in small countries like the Netherlands, like Belgium, like Luxembourg. So yes, we think it can be very interesting. So again, we first have to talk to the management teams of the different countries, talk to the franchisees of the different countries and then come up with a plan.

But it's clear that we are a big believer. If we go to a country, we should become a clear market leader, not just market leader, but a clear market leader. So that's the same story for these 6 countries that we add now to the Basic-Fit family. And our goal would be to be a clear, very clear market leader in all countries where we are. Of course, with one club, you're not the market leader. So we have some work to do.

Our next question is from Jeremy Kincaid from Kempen.

Just the first question, Rene, you said that there was a waiting list of 150 entrepreneurs looking to become franchisees. But obviously, there hasn't been any material growth in the Clever Fit business just recently. So I was just wondering if you could help us understand that dynamic there.

My second question is on the royalty fee charged to franchisees. It looks like for Clever Fit, it's a little bit lower than for the market. And also, I'm not sure if there's also a marketing fee on top of that. I was just wondering, is there any flexibility for you to change the agreements, or would you look to change the structure going forward for future franchisees?

And then just finally, now that you're not going to establish a franchisee system internally yourself, I was just hoping if you could provide an idea as to how much it would have cost if you had done it yourself just to provide a comparison to the price of the current transaction.

Yes. Starting with the last one, you cannot put a number on that, of course, because depending how many countries you start with, how many head office you have to start, what you spend on marketing, how big a country is and so on and so. So it's a lot of if, yes, maybe. So that is very difficult to actually compare. What we see here is that they have a waiting list of 150 entrepreneurs who paid EUR 4,000 to be on the waiting list. The big thing about Clever Fit is that they have very loyal franchisees. So the people who have 10 clubs now or 15 clubs start with 1. They made money, so they built another one and they made money, build another one.

But as you know, we had the corona period in 2020, 2021. Everybody lost a huge amount of money. And it took really a lot of time to get for the members to get back. As you saw in our numbers, this year is the first year, we are actually back to normal. That's the same for the Clever Fit owners. So they lost a huge amount of money in those 2 years, and they have to recover. So that is the main driver why they have not been growing that much. But currently, they have, I think, 60 or 70 clubs signed that, that will be opened in the next 1.5 years. So it is not that nothing is happening there.

But yes, they were hit by COVID, lost a lot of money, and they had to slow down a bit. And I think that's the main reason why it is a bit slower than in the past. And that's the same for us, of course. We also had -- after COVID, it took also some time to get the members back. Now we're finally in a situation if you look at the Q3 numbers, and if you look at the October growth that we're seeing that we're getting back to this 3,200 on average. And we don't have to talk about COVID clubs anymore luckily. So yes, we're all in the same boat. COVID didn't help fitness.

And then just on the structure of the royalty going forward, would you look to change that, or do you think it's a little bit low?

Yes. The thing is we will come back on that on April 21st. We first have to close the deal, then discuss with the franchisees. I think we can really help the franchisees. And I think together with all the knowledge they have built in more than 20 years, the Clever Fit people can also help Basic-Fit a lot. So it's like -- it's really stronger together. It's really 2 companies, 2 market leader, Clever Fit, the market leader in franchise. They've done an amazing good job. They are the biggest in Europe in franchise, and they can only do that because they have a good product, and they have a good team.

Same for Basic-Fit. We're the market leader in owned clubs, and that's only possible if you have a good product and a good team. Now we're combining those 2. So yes, we will be a very good force together, and we are really looking forward working with them together as well. We have the management team, so the key players of Clever Fit in [ Hothorpe ], of course, some days, and there's a really good click, and we're really looking forward working with them and really building out a great franchise company.

And we have a final and a follow-up question from Marc Zwartsenburg from ING.

A couple of questions left. First of all, are these franchisees all organized in a franchisee association?

Yes. They have -- well, it's not like a union or something like that. But yes, they have several contact points, and they all have -- that's the whole thing. So the first contract they signed, let's say, more than 20 years ago is different than the contract they signed 5 years ago. So of course, during all these years, things changed and franchisors started doing more training and so forth. But it's a bit too early for us to really go into detail because let's first close the deal.

Yes, sure, sure. And maybe you mentioned that the reason for having only 2,000 members per gym is also COVID. But can you share with us the number of every members per gym that they had pre-COVID just to get a sense of where they came from?

No, I didn't mean it like that. I meant it like that they didn't grow in amount of clubs. So they didn't invest in new clubs because of the COVID. I think the reason why they have around 2,000 members, we have to figure out and see. But what we saw, so when visiting all the different clubs, what we saw is that we think that we have to prove that, that we think that those clubs can have more members than they currently have.

And that is the marketing but less so the location.

Correct. That is the combination of which location, where is the club? Is it in a small village, is it in a big city, it's in an industry park. So that's one, the location, location, location. That's crucially important. And the second part is the communication with current and old members and marketing. So in those 2 topics, the way we look at it, we think that the member base can increase.

Okay, okay. And then maybe [indiscernible], what is the calculation behind the [ EUR 160 ] million takeover price? How do you come to that number? What kind of valuation do you use? How do you approach that?

Well, if you look at the EBITDA, it is 11x. So yes, you can calculate it on very different ways. We think for us, it is a good deal. Why is it a good deal because we are immediately the market leader in Germany, and we do not have to -- it's an -- it's a oily machine. It's working really well. They get monthly 100 entrepreneurs who ask questions, maybe 10 of them are good or 5, I don't know. But it's a machine that's ongoing. So we don't have to build it. If we would have start ourselves, we -- it takes a lot of time.

First, you have to build a few clubs. The clubs have to be open for a few years for other franchisees to see if it's worth it, if it makes sense. So now we don't have that. We have clubs that are successful already for 20 years, 15 years or 5 years. So that is much more easy to explain a franchisee or a potential new franchisee that this is a business that you can make a living in and can make money on. And so that's why for us, the 11x EBITDA is a very reasonable price, especially if you compare it what has been paid in the last 6 months on comparable transactions.

Of course. But there's no rebranding costs, et cetera, still include that can still be a bit higher than you might have.

No, again, if that -- again, first have to close the deal, then talk to the franchisees. But if that is a topic, we're not going to pay for rebranding or anything like that.

That is clear. And then lastly maybe, what the competition also in the process because you said it was not for sale, but was there any other it also offered to other players?

No, no, it was a one-on-one deal.

Okay. And we get more details about the franchise fee because no means around, you get a fee, and you get maybe a kickback on equipment and for your technology stack, we're going to get more details in April or...

Yes, April 21. No, we can't say. Let's first close the deal, and let's discuss further in the details on April 21, next year.

And we have a follow-up -- we have a follow up question from Maarten Verbeek from The Idea.

When you acquired the RSG Group in Spain 3 years ago, you mentioned -- or 2 years ago, you mentioned that you would have a return on invested capital of 30% in '26. Do you also make -- expect to make a return on invested capital of 30% in 3 years' time after closing of this deal? And correct me if I'm wrong, it seems a bit too optimistic. But what kind of target do you set for this acquisition?

Yes. Well, this is a franchise, so that is definitely completely different, but we will explain to you on April 21, what it is. We can say that the RSG deal, we make -- we are very successful on that. And if you look at when we bought it and where we are now, we more than doubled the EBITDA on average on all 42 clubs, and we make definitely more than 30% return.

So that was a very good transaction. And we think that this Clever Fit deal is again a very good transaction, but it's not completely comparable, of course, since this is franchise. But we have 39 owned clubs here in this transaction. We also think there we can definitely increase that EBITDA with the systems we have been building. And we also think that we can help the franchisees get more members, and that also means that we will get more fees. So it will not be a 30%, but we'll come back on April 21. We think it's a very good deal for us.

And it appears there are currently no further questions at this time. With this, I'd like to hand the call back over to Richard for any additional or closing remarks. Over to you, sir.

Okay. Then I would like to thank everyone for joining us today during this call. If any other questions pop up at any later time, please don't hesitate to call either [ Hyde, Heather ] or me. Okay. Thank you all, and have a nice day. Bye-bye.

Thank you. This concludes today's conference call. Thank you for your participation, ladies and gentlemen. You may now disconnect.

Hello, and welcome to Basic-Fit Q3, 2025 Trading Update Call and live audio webcast. [Operator Instructions].

I will now turn the call over to your host for today's conference, Richard Piekaar, Head of Investor Relations. Sir, you may begin.

Well, thank you, and good afternoon, and welcome, everyone, to our Q3 2025 Conference Call and webcast. And with me today are CEO, René Moos; and our CFO, Maurice de Kleer. This call is, as usual, being broadcast live on our website, and a recording of this call will be available shortly afterwards.

As usual, I would also like to point out that our safe harbor applies. We will start with René, who will discuss the highlights and the operational developments during the first 9 months, and we will then move to René, who will reiterate our outlook. After these prepared remarks, we will open the call for questions. And with that René, I hand it over to you.

Thank you, Richard, and welcome, everyone, to today's call. In the first 9 months of 2025, Basic-Fit continued to see strong member in growth across all countries, putting us in a good position for the fourth quarter and the full year. We announced in March that we took the decision to slow down club openings over the course of 2025 and 2026 to focus on improving our balance sheet, lowering our net leverage ratio to below 2x, 2026 as well as starting a EUR 40 million share buyback program, all of this with the intention of delivering value to our shareholders.

With this in mind, in the first 9 months of 2025, we increased our club count by 78, bringing our total club number to 1,653. Most of our new club openings were in our growth markets, France and Spain and followed by the Benelux and Germany. Year-to-date, we've opened 82 clubs and remain on track to reach our target of around 100 club openings in 2025.

At the end of Q3, we had 4.73 million Basic-Fit members across all of our countries. The positive membership development seen in the first half of the year continued in the third quarter with a growth of 218,000 memberships. This is 95% higher than the same period last year. This increase is in all the more impressive, when we take into account that Basic-Fit opened 54% fewer clubs over the first 9 months compared to the same period last year.

This considerably stronger performance was driven by solid membership development in all countries with visible in growth in both our mature and immature clubs. At the end of the third quarter, our 1,217 mature clubs had an average of 3,176 members. This is up from 3,074 members at the end of the second quarter.

Looking at some country-specific details now. In the Benelux, our countries continue to perform well. Spanish Club continued to be on track, supported by national marketing campaigns. In France, with the management change we did and the higher levels of maintenance seen this year and last year, we have delivered the anticipated structural improvement resulting in higher member satisfaction and an improved membership development.

Furthermore, we expect a EUR 35 million in additional cost for staffed 24/7 clubs to be fully mitigated on a run rate basis by year-end. In Germany, increased brand awareness is supporting our incremental and targeted rollout strategy, which saw improved membership in growth, giving us confidence that we are on the right path there.

Total revenue for the first 9 months was EUR 1.034 billion, a 60% increase over the same period last year. Stronger revenue was boosted by the new membership structure we introduced at the beginning of this year. This moved our average revenue per member to EUR 24.60. The average revenue per member was lower than that was announced in the second quarter of 2025.

I'd briefly like to explain why? The first 1 is mathematical. Due to the strong number of joiners in Q3, especially in the month of September, combined with a limited amount of time that these members had to contribute it to the revenue, a slightly lower the average for the first 9 months. Additionally, the strong growth of France and Spain, where VAT rates are higher, has also had a modest impact. The underlying trend in average revenue per member remains very positive and we expect it to continue increasing in the next couple of years.

Let's now look at how we are upgrading the member experience. As the largest fitness chain in Europe, we continue to evolve to meet the ever-changing needs of our members. Our aim has always been to give our members the best possible value for money experience. And to make fitness accessible for everyone.

How are we doing that? Moving to a 24/7 model gives our members the freedom, convenience to work out how they want and when they want. In the first 9 months of 2025, we continue to expand our 24/7 model into Germany and Spain. When 24/7 is not possible, for example, in a residential building or for zoning reasons, we extended the opening hours.

In selected clubs in the Benelux, we introduced strength circuit training and relax and recovery zones, capturing the fitness and wellness trends seen across the fitness landscape with the aim of further increasing the uptake of the Ultimate membership.

These services, in addition to improvements in club operation and maintenance are also having an impact on member sentiment. For the first 9 months, we had an average Google review score of 4.3 across our countries. This upward trend proves that we're giving our members what they want. And with that, I will hand it over to Maurice for the final slides.

Yes. Thanks, René. At our full year results, we updated our strategy and gave an outlook replacing the guidance set at our Capital Markets Day in 2023. I'd like to confirm that guidance now. In the first 9 months of 2025, we opened net 78 clubs and 82 clubs years to date.

With the operational improvements made or in progress, we remain on track to meet revenue guidance of between EUR 1.375 billion to EUR 1.425 billion. And we are also on track to meet the underlying EBITDA as rent guidance of EUR 330 million to EUR 370 million. Furthermore, we expect to be cash flow positive in 2025.

As for franchising, we see great opportunities in launching our own franchise platform, where we can leverage our scale advantages, technologies and knowledge. The franchise business will require limited CapEx and opens the possibility to expand into new countries. In the past quarters, we continue to pursue different franchise options, and we continue to expect to update the market on our franchising plans before year-end 2025.

Looking at longer-term targets outside of the scope of 2025, we are committed to reducing our leverage by 2x adjusted EBITDA in 2026. With the strong developments year-to-date and adjusted capital allocation in our updated strategy, we feel comfortable about reaching these targets. Over the past 2 years, we also have been reducing the overhead costs, including marketing as a percentage of revenue.

We are on track to achieve the targeted 11.5% to 12% of revenue in 2025. So in conclusion, as we pursue our updated strategy, we remain as ever committed to delivering value to our members, our investors, our employees and to all our stakeholders. And with this, I end our presentation and open it up to questions from analysts and investors.

[Operator Instructions] We will now take our first question from Kris Kippers from Degroof Petercam.

First question related to France. You've mentioned that the new management team, combined with higher CapEx resulted in you quoted higher membership satisfaction and improved membership development. Does it imply that this membership development is somewhat weaker than other regions. Could you provide more details on that?

And then I've got a second question regarding your average rate or your ARPU per member, of course, we know the influx indeed in September is quite strong. But to what extent could you provide us with more details whether it's linked to indeed those high new members, which don't contribute for the full period? Or could it also be linked to which formats you are selling. Could you provide more details on that?

Yes, to start with France. Let me answer the France and sorry, if you take the ARPU.

Yes, that's okay.

The France management and the change, I would say, I'm doing this now on top of my head, but I would say that France is actually doing better than the other regions. We had a big in growth in the third quarter in the French region. So we are -- and that is also why we communicated that the EUR 35 million is already this year being, say, cash flow breakeven. So the French management change and the investments we did are working out very well.

Yes. And then the second question, I'll go into that. The average yield per member decrease. Actually, as you said, so the sequential yield decrease is due to the strong numbers of joiners in Q3 and particularly in September. And if you do the math, then the high influx of new members, combined with our limited time contributing to revenue that has a slightly lowered the average of the first 9 months.

And then additionally, the strong growth in France and Spain, there is the VAT rates are higher. That has also a modest negative impact. But on the underlying trends in average revenue per member, that remains very positive, and we expect it to continue increasing in the next couple of years.

And we'll now take our next question from Robert Vos of ABN AMRO.

I have a follow-up also on the yield. Did you see any changes in the split between the different membership types at all because you provided 2 reasons for the slightly lower yield versus H1. But of course, the mix of membership types can also have an impact. Did you see anything worth mentioning there? That's my first question.

And my second question, at H1, you mentioned several factors that should enable a Basic-Fit reaching positive free cash flow after having reported quite negative free cash flow of almost EUR 60 million in H1. My question is, did you see these factors materialize already in Q3 the way you had anticipated? Or maybe even more positive, maybe a comment there would be very helpful.

I will take the first question again, if you'd take the second. So the Ultimate percentage is stable. It is -- so we have 3 different membership, as you know. So the most expensive membership, the Ultimate is currently just above 40%. That is off their joiners. So that is not of the total base that is less than half. But in growth, so all new joiners, a little bit above 40% is taking the Ultimate membership.

So overall, that hasn't changed. Actually, we're very happy with that number, and we're trying to get that Ultimate percentage even higher. So that's why we're testing different things that parts of the membership will only be available in Ultimate membership. So -- but eventually in time, and that's why we also say because we never change prices for our existing members. So only the new joiners are paying these new prices. So it takes time for the whole group of members, the whole 4.7 million members to go on this new system. So we'll take another 1 to 2 years at least to have the full base of members having 40% on the ultimate.

Yes. And then, Robert, on your question about free cash flow in 2025. What we see is improving profitability in the second half of the year, driven by, of course, increasing in membership and yields, and that's also leading to an improvement of underlying EBITDA less rents. Of course, we have a still continuing focus on limiting our costs. And then additionally, we have the timing of our investments and some lower expansion and maintenance CapEx to be expected in the second half of the year. And that combines these factors that will enable us to achieve positive cash flow in 2025.

And we'll now take our next question from [indiscernible] of ING.

My first question would be on the French 24/7 gyms and the costs related. Do you have any visibility? Or can you share anything new about the potential resolution on the staffing costs on these 24/7 gyms in France?

So to start, what we said before that we saw in the first half that we have between 20, 30 or 30, 40 more joiners a month on those clubs. We have continued to see that in the third quarter. So those costs will actually be gone by the end of the year. But if you're mentioning how it is going, if the French government have signed the contracts already, so we can actually do it.

Yes, the thing is we continue to work with our advisers and also the industry bodies. And the French public authorities. And yes, we remain very positive that in time, we'll be able to have the staffless clubs in France like we have in all other countries already. So we will continue to what we're doing right now. So we'll stay flexible. So once that is actually in, then we can switch it quickly. So we are -- so the good thing is we reached extra members this month that we need to pay for the extra cost. So that is a good thing. And we still think that we will get the signature to be able to do staffless in France.

All right. Just to kind of double click on this. If I understood correctly, you're also able to lower these costs for running these 247 gyms, if it turns out so that you cannot do staffless, so is there kind of a point in time when you take matters into your own hands and kind of cut the costs proactively?

Yes. So in a way, that would be a positive because then you have less costs like between EUR 50 million or EUR 20 million less cost, but it would have also -- you could look at it in a negative way because that means we think we will not get the authorities to approve this, and we are really positive that the authorities will approve this. So for the coming at least first half of next year, we will definitely not change anything.

All right. And then my second question would be on kind of capital allocation priorities in 2026. Of course, the first 1 is to get the leverage below 2x, but let's say there would be a resolution in France and then you see that the free cash flow is coming in strong, and you start seeing that, okay, the leverage will go sub 2x. Will you then rather look at share buybacks or increasing the expansion CapEx in 2026. Can you share anything on this?

Yes. Well, that is something that we want to communicate on our Investor Day beginning of next year.

And we'll now take our next question from [ Janna ] of Kampen.

I just have a very straightforward question. Obviously, your membership numbers this quarter were very strong and you say that the growth has been strong across all regions, but particularly strong within your mature clubs. I'm just wondering why do you think that is? Do you think it's something to do with the actions you've taken within the business over the last while? Or do you think it's due to external forces?

Yes. I guess it's a combination of the 2. I think the external. What is happening around us is not that it's all completely normalized, but it is stable, let's call it that way. We have taken some actions to really focus on member satisfaction, and that's also what we communicated already. I think that is very helpful because that shows that our members are happy.

So what we also saw is that the length of stay is again improving slightly, but the yield number is -- so the number is around 4% a month now. So the length of stay is between 24 and 25 months. Remember when we get listed, it was like 15 and 16 months. So every year, it's getting a little bit higher. So length of stay is, of course, a big driver for memberships. So that is very good. Yes. I think overall, we're finally back to normal.

So it's been now a few years we have corona behind us. And I would say that we also -- so we -- in that period, we lost half of our members, but we also lost a lot of our older members. We lost a lot of female members. They're all coming slowly, but they're coming back. So we see the percentage of female members also increasing again. So yes, I would say we're back to normal again now and that is helpful.

Sure. And then reading between the lines, obviously, you said the mature club members per mature club growth is very strong and doing some back-of-the-envelope calculations that suggests that the immature club growth is not quite as strong. Do you have any views or thoughts around how that could progress going forward? Or if there are any other actions you can take to improve the immature clubs?

No, I think actually, well, I didn't do the cigar calculation, yet. But I think if you look at immature clubs, I think it's even better. So it's sort of around or above 2,000, which is higher than it was last year or the year before. So I think it's better. And what we said during the CMD end of 2023, is that would take we expect it would take between 2 and 3 years to reach this 3,250 members again on mature clubs. Yes, we're close to that now. So that's going in the right direction. We still have the coming months -- so month of October, January, February are definitely growing months. So I think overall, we will eventually reach that number again. So that is very good.

If you look at the new club openings, that is, I think, also good to mention is that the new openings every year is going a little bit better. So let's say, 4 years ago, let's call it, we had 500 join us in presales and every year, we see like 100 more. So we're doing it last year better than '23. And this year, we're seeing -- we're doing it better than '24. So we're getting better at it in opening new clubs. So I think overall, it's a combination of mature and immature clubs, but we're going in the right direction.

All right. And then if there are no further questions, I see there is somebody else coming on the line. Operator, could you please give KBC the -- the question, please. I see that there's apparently no operator has left the poll, which is unfortunately, I'm not sure if we can -- if you like to hold on for a minute, please, let's see if we can solve this in the coming minute.

I'm sorry to -- that I have to say that there are some technical issues at the call provider. So what I suggest is that anyone who has still some questions that they contact either Heather or me, and we can then answer any remaining questions that are left. For now, thank you very much for joining us today, and we'll be in touch. Thank you. Bye-bye.

Hello and welcome to Basic-Fit 2025 Half 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, Head of Investor Relations. Sir, you may begin.

Thank you, Laura, and good afternoon, and welcome to our conference call and webcast, everyone. With me today our CEO, René Moos; and our CFO, Maurice de Kleer. The 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 René, who will discuss the highlights and the operational developments during the first half, followed by a more detailed look at the financial results for Maurice. And after these prepared remarks, we will open the call for questions. The call will finish no later than 3 p.m. And with that, René, I would like to hand over to you.

Thank you, Richard, and welcome, everyone, to today's call. The first half of 2025 has put us well on track to achieve our 2025 targets in all key metrics: memberships, revenue and underlying EBITDA less rent, all increased by either high single or double-digit percentages.

Year-over-year, our club network grew by 6% reflecting the decision to slow down club openings, as was communicated at the time of our full year 2024 results. Even with the planned slowdown, our membership base grew by 10% year-on-year. Revenue and underlying EBITDA less rent are on track to achieve the full year guided ranges.

Our club network saw a 16% increase in revenue, while the underlying EBITDA less rent saw 8% increase. Maurice will discuss this more in depth in the financial section.

Let's go to the next slide on club openings. Let's take a look at our latest club expansion figures. As we announced at our full year results, we have taken the decision to slow down club openings over the 2025 and 2026 period. To focus on improving our balance sheet and lowering our net leverage ratio, it also allowed us to start a 40 million share republished -- repurchase program.

At the end of June 2025, we have 1,628 clubs in our network, up from 1,537 clubs in the first half of 2024, a 6% increase. During the first half of 2025, we opened 57 clubs in our markets and closed 4 resulting in a net increase of 53 clubs. The concentration of new club openings was in our growth countries, France, Spain and Germany.

In France, we further strengthened our market leadership with a net club growth of 25 to 883 clubs. Shifting our focus towards Spain, which has been a major growth driver. We achieved a net club growth of 14, bringing our total in Spain to 223 clubs. In Germany, we expanded our presence with 10 new club openings, bringing our total to 38 clubs.

As we are all well underway to achieve the targeted 100 club openings in 2025. We remain the fastest-growing fitness operator in Europe and continue to fulfill our mission by making fitness accessible to even more people across the continent.

Let's now look at the membership development slide. We continue to see strong momentum in our membership growth. As of June 30, we reached 4.51 million memberships, reflecting a 10% year-over-year increase.

Growth was recorded across all countries, with particularly strong performances seen in France and Spain, increasing our membership base by 256,000 in the first half. During the same period last year, we saw an increase of our membership base to 288,000 but please remember that this includes our acquisition of RSG Group Spain. So if you look at the pure organic number, to us approximately 177,000. We can see that we had a 45% higher membership in growth than the first half of 2024.

In the first half of this year, our average yield increased to EUR 24.73 representing a 4% increase year-over-year. The new membership structure that we introduced at the end of last year will continue to support our yield per member development and having no negative impact on our joiner numbers.

Then going to the next slide. We saw joiner trends further improve in France during the first half of the year on the back of the operational improvement steps we took in 2024. As a reminder, in 2024, we implemented a new management structure, separating responsibilities for club expansion and club operation and divided the country into separate regions. Each region is now being overseen by its own dedicated business manager.

As a result of these operational adjustments, we saw the quality of service in our clubs improve and ratings from our members increase. In the first half of 2025, we saw an average Google rating of 4.4 versus a rating of 4.0 full year 2024 and 3.8 for the full year 2023.

Moreover, the ingrowth of new clubs was tracking very positively with ingrowth, outperforming that of the clubs that we opened in '24 which was already better than that of 2023. The operational improvement in France has translated into increased memberships per club. We remain committed to France, and we anticipate more members joining our club network in the second half of the year as we continue to execute on operational improvements.

Let's have a closer look now at the longer-term developments of our most important KPIs. Since our IPO, we have consistently delivered strong growth across all key performance indicators, achieving double-digit compound annual growth rates. Drilling down into the numbers of clubs and growth of membership, we see a solid 70% CAGR (sic) [ 17% CAGR ]. Our 2 bottom graphs, revenue and underlying EBITDA less rent, illustrate that we are continuing the strong growth reactors in 2025 of 2 of our main metrics.

The strategy update we announced at full year results has been designed to reinforce sustainable long-term growth on the foundation [Technical Difficulty] solid financial position, while increasing profitability and ultimately allowing us to continue building on our success in Europe.

And finally, let's look at our 2025 guidance. At our full year results, we updated our strategy and gave an outlook replacing the guidance set at our Capital Market Day in 2023.

I'd like to confirm that those guidance right now. As of the first half of 2025, we opened net 53 clubs and continue to foresee approximately 100 club openings before year-end. Further strengthening our leadership in the European fitness space. With the operational improvements made or in progress, we remain on track to meet the revenue guidance of between EUR 1.375 billion to EUR 1.425 billion. We are also on track to meet underlying EBITDA less rent guidance of EUR 330 million to EUR 370 million.

Furthermore, we expect to be cash flow positive in 2025. In the first quarter of 2025, we began a EUR 40 million share buyback program, which is ongoing and is enabling shareholder returns. We see great opportunities in launching our own franchise platform, which can leverage our scale advantages, technology and knowledge.

Discussions with potential experienced franchise partners are ongoing, and we are taking the necessary time to ensure well-structured agreements are in place to enable successful launch.

We anticipate updating the market on our franchise plans before year-end. Looking at longer-term targets outside the scope of 2025, we are committed to reducing our leverage by 2x adjusted EBITDA before year-end 2026. With the expected positive impact of the 24/7 rollout outside of the Benelux countries and adjusted capital allocation in our updated strategy. We feel comfortable about reaching that target.

As we know, growth and bringing fitness to everyone is part of the Basic-Fit story. We still expect that in the coming periods, we will open and operate more than 3,000 clubs in our existing markets, in addition to a franchise program.

In conclusion, as we pursue our updated strategy, we remain as ever committed to delivering value to our members, our investors, our employees and to all stakeholders.

And with that, I now hand it over to Maurice for the financial review.

Yes. Thank you, René. In the next slide, I will quickly walk you through the main elements of our income statement and the underlying performance. Total revenue increased by 16% and to EUR 677 million, thanks to the expansion of our club network and increase in memberships and an increase in the average monthly yield per member.

On the line club EBITDA less rent, which is club EBITDA adjusted for exceptional items and minus the invoiced rent costs of opened clubs increased by 5% to EUR 225.6 million. The underlying club EBITDA less rent margin was 33.7%. The decrease compared to the 37% margin in the first half of 2024 is mainly due to the investments in the 24/7 clubs.

Total club operating costs related to rents, personnel and other club costs increased from EUR 368 million to EUR 447 million mainly due to our growing club network, cost inflation and the costs associated with the staff 24/7 clubs in France as well as the extended opening hours in Germany and Spain.

The bad debt write-offs remained stable in monetary terms compared with the first half of last year, while decreasing as a percentage of revenue. Marketing costs for the first half of the year were EUR 32 million. As a percentage of revenue, they came in at 4.8%, which is lower than the 5.5% of revenue we spent in the first half of 2024. We expect that the spend will be a bit higher in the second half of the year, bringing us to approximately 5% of revenue for the full year.

Underlying EBITDA less rent increased by 8% to EUR 150 million compared with EUR 139 million last year. The increase was supported by our continued operating leverage as our attention to operational efficiencies at the head office are paying off. The underlying EBITDA less rent is adjusted for exceptional items that came in at EUR 4.5 million, which was slightly higher than the same period last year.

In addition to various relatively small amounts, exceptional items in 2025 mainly relates to canceled clubs and preopening invoice rents. We have communicated our aim to reduce overhead costs to within the range of 11.5% to 12% of revenue in the medium term. In the first half of the year, our total overhead costs, including marketing, was 11% compared to 12.7% in the first half of 2024.

Excluding marketing, the goal is to get to between 6% and 7% of revenue. And in the first half, we were at 6.2% within the medium-term target range. Our cash finance costs amount -- amounted to EUR 21.7 million compared to EUR 22.8 million in 2024. The slight year-over-year decrease is a result of the higher net debts and the lower interest rates.

The noncash finance costs increased strongly to EUR 17 million as a result of a one-off hit of EUR 11 million. This was due to a catch-up adjustment in interest expenses based or the expected maturity of the convertible bonds. This is included in the accretion of interest related to the liability proponent of the convertible bonds, which amounted to EUR 15.8 million compared to EUR 4.8 million in the first half of 2024.

On an underlying basis, we report a year-over-year increase in the net profit of 5% and to EUR 13.7 million from EUR 13 million flat. You can find the adjustments in the table.

Let's now discuss how we are progressing in the 24/7 clubs. Moving to a 24/7 model is enhancing accessibility and convenience for our members and is further strengthening our mission to make fitness accessible to anyone and at any time.

Let's first look -- take a look at France. French regulations still do not yet allow for unstaffed clubs. To enable us to open and operate 24/7 clubs in France after the encouraging pilot program in 2024 confirmed that there was an appetite. We increased the number of 24/7 clubs to more than 300, which we guided would be the main contributor to the approximate additional cost of EUR 35 million in 2025.

As was stated in the income statement slides, while personnel costs have increased, we are observing that the higher costs are increasingly being mitigated by higher membership numbers and a higher yield. And of course, should French regulations change, allowing for the operation of unstaffed clubs, we have plans in place to enable us to move quickly to accommodate that change in legislation.

If, however, we do not expect any change in legislation, we will change to a model with own staff, which should significantly reduce the cost of operating clubs at night. Beyond France, we have begun extending opening hours and opening 24/7 clubs in Germany and Spain, further enhancing accessibility for our members in these markets. The ingrowth we have seen in all markets is continuing as planned and justifying the investment in 24/7 clubs.

Let's go to the next slide on CapEx. The average expansion CapEx for newly built club was EUR 1.38 million compared to EUR 1.25 million in the first half of 2024 and EUR 1.3 million in the full year 2024. The clubs that we opened in the first half of the year were a bit larger and more expensive than those planned for the second half of the year.

And for the full year, we continue to expect an average initial investment per club of approximately EUR 1.3 million. Maintenance CapEx for the half year was EUR 36,000 per club, an increase of EUR 21,000 per club to the prior year. This year, maintenance spend was more front-loaded, whereas in 2024, it was weighted towards the second half.

As such, we continue to expect average maintenance CapEx per club for 2025 to be similar to that of last year, approximately EUR 58,000. Other CapEx amounted to EUR 9.3 million, which was broadly in line with last year at EUR 9.4 million. Other CapEx consists of investments in innovations and software development and sustainability-related investments.

The free cash flow in the first half year was an outflow of EUR 57.4 million. With the improved profitability and the lower CapEx in the second half of the year, we continue to expect positive free cash flow in 2025.

Let's go to the next slide on financing. In the first half of 2025, we secured bilateral facilities from 3 banks for a total amount of EUR 330 million. In addition, we increased the syndicated facility with a EUR 20 million accordion facility. Total bank facilities now amount to a total of EUR 1,130 million, providing us with the funds to meet any redemption requests from holders of the EUR 304 million convertible bonds that wish to exercise a put option in June 2026.

The net leverage ratio was 2.7 at the end of June 2025 compared to 2.8 a year ago. With the lower number of club openings and the increasing underlying EBITDA less rents, we expect to reach our medium-term leverage ratio target of below 2.0x adjusted EBITDA in 2026. Including undrawn facilities, the company now has access to cash and cash equivalents of EUR 395 million at the end of June 2025.

Let's go to the final slide of the presentation, the outlook for 2025. I will conclude the presentation with our outlook for 2025 and reiterate the main guidance that René stated earlier. We expect further growth of our club network, memberships, revenue and underlying EBITDA, supported by positive membership growth trends. We are on track to open approximately 100 clubs this year.

With the new club openings, the percentage of mature clubs in the total will increase significantly at least until 2027. With fewer starting losses and the maturation of our club network, this will have a positive impact on our profit margins. While we do not give guidance on yield and memberships, we do expect the average revenue per member to increase again this year on the back of the new membership structure.

This will help increase revenue for 2025 to between EUR 1.375 billion and EUR 1.425 billion.

As usual, the underlying EBITDA in the second half of the year is significantly higher than in the first half of the year. This is exacerbated by the investments in the staffed 24/7 class. We expect memberships as a result of these longer opening hours to increase and mitigate these additional costs in 2026.

The ingrowth effect, however, had limited contribution in the first half of the year but will have more impact in the second half. For 2025, we expect online EBITDA less rent to come in at between EUR 330 million and EUR 370 million. The past 2 years, we have been reducing the overhead costs, including marketing as a percentage of revenue.

In the first half of the year, we are on track to achieve the targeted 11.5% to 12% of revenue in 2025. Basic-Fit has had a solid first half year, and with KPIs tracking as planned to hit guidance for full year 2025.

And with this, I end the presentation and would like to open the time for questions.

[Operator Instructions] Thank you. We'll now take our first question from Kris Kippers of Degroof Petercam.

A couple of questions on France, please. Firstly, looking at the French legislation, you already mentioned it. Could you give us an update on where you are?

Yes. Where we are is that we have -- we see positive signs. It looks like we're going to be able to do it in time. We just don't know if it's going to be 3 more months or 6 more months. So we don't have any guarantees on when it is law. So we have to just wait and see what happens. How long it takes. But we do expect it to come.

And we will now take our next question from Robert Vos of ABN AMRO.

I have a few questions. You already elaborated a little bit on the personnel costs, but they seem to be up by more than the run rate EUR 35 million that you mentioned for the 24/7 club openings. Beyond maybe normal cost inflation or wage inflation. Is there anything else that is included there that we should be aware of? That is my first question. I have a few others.

Yes, while we down there, I will take this question from you. I think it's a good question. Personnel costs in the first half of 2025, of course, were influenced by the 24/7 clubs, of course, we hired some more staff, of course, we opened new clubs. Then there was the indexation and the wage increases. But there was also some changes in legislation both in France and in Spain that has an effect on the total personnel costs. So yes, that's...

So the biggest part was the 24/7, as you said. And what Maurice just said, as an example, Spain as of January 1, the salary stayed the same, but instead of working 40 hours, they are now allowed or has to work 37 hours. So that is a big increase in salary costs. And so we had other things that were out of our control, and that is the reason why the growth of salary cost was so high.

That's clear. Maybe also a question on the other operating costs. These probably include some costs on which you said that they are front-end loaded. So should we anticipate some kind of reversal of these costs on a per club basis in the second half? Is that a fair assumption?

Yes, Robert Jan. So on the other operating costs, of course, I mentioned the maintenance part of it, which we expect -- so both on CapEx and on the OpEx part, we expect to come down in the second half of '25, and there was also some timing effects in the energy costs. So we expect them to come down in the second half too.

Okay. That's clear. And now that I have you, Maurice, can you explain again the investments that you mentioned in the written comments like growth or expansion CapEx, maintenance and other CapEx, yes, it adds up to around EUR 135 million, whereas in the cash flow statement, it is closer to EUR 180 million. Is that just timing differences? Or can you elaborate on that? And then I have one final question.

Yes, yes, that is mostly the timing differences, Robert. Yes, that's correct.

So if you look at the -- just to add on, so if you look at the new club opening, it's also one of the very expensive part is noise reduction. So on the first half of the year, we had a lot of new club opening where we had to invest a lot in noise reduction, because of the building of people sleeping on top of it. And in the second half, we will have less of it. That's why we are comfortable that the cost for a new club on average in 2025 will be the same EUR 1.3 million.

Yes. And yes, maybe one final question from my end. The EBITDA per mature club came down year-on-year. Of course, that is also related to the personnel cost that you talked about. The longer-term target is EUR 460,000. You earlier this year said that, that is still the ambition. Of course, yes, it won't be met in 2025. But my question is, last year, it was EUR 400,000 will it be higher year-on-year on a full year basis in 2025 because it was quite decrease in the first half. But on a full year basis, will it be above the EUR 400,000 that you reported last year?

I think it will be difficult to really project the second half. But you would expect it to be around the same number as last year. And again, the EUR 460 million -- EUR 460,000 on a mature club, we think is very reachable. We did get the 2020 bucket in the mature clubs now. So that took us a little bit down. But we expect to get that up again in the second half because it was also a combination of 24/7 staff clubs in France.

So all on over, we think that the second half will be much better than the first half. And with that, we will be around this EUR 400,000 on a mature club, including the 2022 cohort.

And maybe to add to that. So going from EUR 400,000 to EUR 460,000 means on the mature club, we need 200 members more. And we do think that is definitely feasible.

Thank you. We'll now take our next question from Leo Carrington of Citi.

If I could ask firstly, I think Planet Fitness has been operating in Spain for a year now. I know you have not that many clubs head-to-head, but do you have a sense of how consumers are reacting to the choice of both brands. And then my second question in terms of the franchise platform. In terms of what's remaining from your side, is this just about the precise nature of the agreement? Or are you still in sales phase with franchise partners convincing them to run with you?

Yes. Well, Planet Fitness is in Spain, a very short period, so it's really hard to -- and as you said, not very close to where we are. So we have no negative or positive impact by that. So bit too early to say something about that. I have no idea how they are other actually doing. And the franchise platform, yes, it's a combination of things, but we'd rather spend a little bit more time, so we're not in a rush. We will start when everything is ready, and everything is logical to open. But we're comfortable that we're getting closer, and we are also very comfortable that it will be a good business model having next to our own clubs.

And we'll now take our next question from Lynn Hautekeete of KBC Securities.

I have 2. First one is regarding the maintenance CapEx. Any particular reason why it is more front loaded this time? And are you taking more maintenance CapEx into your P&L than last year?

Yes, Lynn, thank you for your question. As I said in the presentation, maintenance CapEx was front loaded this year and backloaded last year. And that is due to the fact that we had a more intense maintenance program in place, especially in France over the years, which is on its end right now, but it's also reflected right now in the higher member customer experience, we see and uptake in memberships right now. So -- but -- so we expect it to come down in the second half of 2025.

It's a timing effect. So we expect it to be around this same number as last year, EUR 58,000.

And the second one is regarding the overheads. They're currently 11% of the revenue. You guide 11.5% to 12%. Is it then fair to assume that you will accelerate the marketing costs in the second half of the year?

A little bit, yes. Yes, that is correct.

Yes.

[Operator Instructions] Next question comes from Natasha Brilliant of UBS.

Three questions from me, please. Firstly, just coming back to France. So you've told us that most of the increase in personnel costs was from the 24-hour openings in France and that the membership growth has been growing in line with expectations. Can you tell us just on the French membership base, what the uplift has been for those 300 clubs that are now open 24/7 either as a percentage increase or on an average per club in absolute terms, just to help us understand what the membership impact has been?

My second question is on the EUR 35 million of extra costs. So that's based on a flexible labor force as it stands. If the regulation doesn't change and you move to a less flexible labor force, what will be the lower cost? And when will you make a decision on that? And equally, if the regulation does change, then how much of that EUR 35 million comes back out of the cost base.

And then my last question is just on the new clubs by year-end. Should we expect a similar pattern in the second half versus the first half in terms of the geographic split?

Yes. If I can start with the extra members in France. We see different per club, but between 20 and 40 extra members per club per month. That's what we have seen in the first half of this year. If you look at the third quarter, so this month, we see pretty much the same. So this is what it is, let's say, for the first 7 months.

The EUR 35 million extra costs, if we would do it with own staff, it will save us around EUR 50 million. So the EUR 35 million will be more around EUR 20 million. Yes, and if we can do it staff-less, it, of course, depends what rules are connected to that. So that's a bit too early to tell. But yes, it would go -- let's say, at least 80% down. But again, we have to wait for the French government, what kind of demands they're asking for that. But yes, the EUR 35 million could go to maybe, let's say, EUR 5 million or EUR 10 million, but it's depending on the requirements.

So EUR 20 million, if you go back to on staff, saving EUR 15 million. And the last question, I forgot. What was the last question?

Just when we think about the club openings by year-end, should we think of a similar split in the second half in terms of geographies like we've seen in the first half just by country?

Yes, I would say so.

And we will now take a follow-up question from Kris Kippers of Degroof Petercam.

My line seems to have been cut off. Questions remaining from my side. Looking at the free cash flow, of course, quite negative in the first half. I presume this has to do with quite some CapEx spending. Looking at the recent refinancing, that you've done and the new available liquidity you've received from some banks. To what extent do you feel comfortable to roll out more club openings after 2025? And what's the leeway towards that.

Yes. So the plan is that for this year will be around these 100 clubs, and the plan is also for 2026 to be around this 100 as we communicated beginning of this year. So it's not that we have more cash available that we will do more clubs. We will focus on improving our balance sheet and filling up the existing club base and having a smaller percentage of new clubs. That is the goal for 2025 and 2026.

And we'll now take another follow-up question from Natasha Brilliant of UBS.

Natasha?

Can you hear me now?

Yes. Yes.

Just a quick follow-up. So you talked about increasing membership and yield growth for this year. I know you don't want to give guidance and to give yourself a bit of flexibility, but now we've had 6 months. Is there any more color you can share with us about where you might get to in terms of ARPU and/or the membership base for this year?

No, not really. So we do not want to -- we don't go into that trap anymore.

We're confident about the development, Natasha. So it's going really in the right direction.

And we'll now take another follow-up from Robert Vos of ABN AMRO.

Yes. I have a follow-up on the 24/7 clubs. Two parts. But what is your view based that the legislation change will arrive shortly. And a related question, and I think that was asked before, but you -- I didn't hear the answer. But when is the cutoff point, when will you say, okay, we're now not going to wait any longer, and we will switch to own staff. Is that next year? Or is that in a year? Or maybe you can elaborate on these 2 topics.

Yes. Well, the cutoff point, we don't have really have a date. As I said before, we are happy with ingrowth. So the 20, 30 or 40 members ingrowth is completely in line what we predicted. So meaning at the end of this year, it will not cost anything anymore. So then it's also not a big problem, if we do it a few months longer or shorter.

The thing is we have expectation that it will happen. So we will not, for a few months, change to own staff. So it will more likely be that we continue with this higher cost to be flexible that we can stop any month once we have the licensing. Of course, if it's clear that it's not coming, which we don't expect, but if it's clear that it's not coming, of course, then we will switch to staffing.

We have reached the end of today's conference call. I would like to hand over -- I'm sorry, there is one more follow-up question of Lynn from KBC Securities.

Yes. Yes, I had a follow-up on the question. There was also earlier on the timing differences, the EUR 14 million. It's a bit more of an accounting question, but where exactly is that booked? If I look at the balance sheet, you see the additions on Page 29 of EUR 135 million to the property, plant and equipment. And that corresponds to some of the maintenance CapEx and the expansion CapEx.

So I was just wondering the other EUR 40 million, where does it go exactly on your balance sheet?

Well, we come back to you with Richard on the details. We don't have Page 29 exactly to hand. So we will give you that detail on -- Richard will help you with that.

We will look at it over, Lynn...

There are no further questions in here. Now I would like to hand over to Richard Piekaar for any closing remarks. Please go ahead, sir.

Okay. Thank you, Laura. And thank you, everyone, for dialing in today. If there are any follow-ups, please don't hesitate to go ahead over me. We're happy to continue the discussion. Have a nice day. Bye-bye.