ISS A/S (QJQ.F) Earnings Call Transcript & Summary
November 5, 2024
Earnings Call Speaker Segments
Operator
operatorHi, everyone, and welcome to the ISS Trading Update for Q3 2024. Today's call is being recorded. [Operator Instructions] Today's speakers will be Kasper Fangel, CEO; and Mads Holm, CFO. But first, the word over to Head of Investor Relations, Michael Vitfell-Rasmussen. Speakers, please begin.
Michael K. Vitfell-Rasmussen
analystGood morning, everyone, and welcome to our conference call. We appreciate you joining us today to discuss our Q3 trading update, which was released earlier today. I'm Michael Vitfell-Rasmussen, heading up Investor Relations here at ISS. Joining me today in the room is our CEO, Kasper Fangel; our CFO, Mads Holm; and our new IR colleague, Anne Sophie Riis. Before we begin, please take a quick view at the disclaimer, and then I will hand it over to Kasper to start the presentation.
Kasper Fangel
executiveThank you, Michael, and good morning to everyone. Overall, Q3 has been uneventful with financial performance as expected. That means that we continued our organic growth momentum and are well on track to achieve our targeted organic growth range of 5% to 6% for the year. It's also good to see the margin improvements are materializing, thanks to the operational improvements despite investments in our business and contract start-ups. Now with about 10 months behind us, we confidently reaffirm our outlook for all three KPIs for 2024. Growth continues to be driven by price increases across the business, while new wins are not at a satisfaction -- satisfactory level, and I will elaborate more on the actions and our response to that later in the presentation. As mentioned, we are investing in large contract start-ups to ensure they run smoothly from the start and quickly are able to generate above base turnover. While it's still early days with DWP, I'm happy to report that both DEFRA and the Danish Building and Property Agency are operating as planned. From a financial perspective, that means that the profit margin is as expected and project volume has started to come through. Additionally, I can reconfirm that the commercial work remains positive and our ongoing negotiations with clients are progressing positively. As mentioned previously, although our growth is as planned, we recognize price as the main driver. We note that net new wins and volume growth have potential for improvements, and we are addressing that by focusing the business more on commercial activities. While we're not guiding for 2025 yet, I can add that I'm confident that we will turn the current slight negative net new wins into positive territory. We have now secured all contracts that were to expire in 2024 and a number of contracts have also been expanded in value, which is satisfying. Finally, a few words on capital allocation. As mentioned before, we have a strengthened approach and closely prioritize how we allocate capital. This quarter, we completed a small bolt-on acquisition in Spain in September. As we confirm our outlook and have a clear view of net debt by year-end, we are also adding an additional DKK 250 million to our ongoing share buyback program. This brings the total value up to DKK 1.5 billion and the total payout yield to 8%, including the dividends paid out earlier in the year. Please turn to Slide #5. I would like to add a few words on our pipeline. Like we said at the first half release, our current new sales pipeline remains solid and is of high quality. Clients are still investing into the workplace experiences and we are a key partner in developing better workplaces with our customers. We remain focused on customer segmentation, which means we target slightly fewer but identify more high-quality prospects and this has increased the quality of the pipeline. Additionally, our focus on growing with existing customers remains critical. That is both in terms of growing the scope with additional service lines, securing increased project volume but also to extend our scope by adding volume in different countries where the customer is present. Examples of exactly that is what you will see shortly on the next slide. And as mentioned before, not only do we see significant potential from this but we also highlight that it is associated with less risk to grow with a customer you already know. As you know, the U.S. has recently been significantly impacted by hurricanes and customers have been impacted. In one instance, our team mobilized to assist one of our customers, along with our partners in a large scale, cleanup and recovery operation. That operation has included reestablishing infrastructure and facilitating the setup of an employee support center, providing basic supplies, such as food, water and related essentials. While obviously, such adverse weather conditions are unfortunate, ISS's ability to quickly respond with these partners demonstrates its agile business model, under which we can assist clients of various sizes in an efficient and professional manner. This project will benefit our project volume in the U.S. in the fourth quarter of this year. Please move to Slide #6. This slide gives you an overview of our commercial development for contracts exceeding DKK 100 million since the first half reporting in August. And I'm happy to say that we now have concluded all extensions for 2024, which you now see is 0%. For the contracts that are expiring in 2025, we only have one large key accounts. This contract expires towards the very end of 2025, and we are already having a positive and close dialogue with this customer who we have ongoing scope expansions with. Some of you might wonder why the percentage of 2025 expiries have gone up from the last time when it was 5%. This is because of two smaller 2024 expiries were extended for 1 year, making them now a part of the 2025 pie. On the new wins, I would like to highlight that we have a number of secured contract start-ups below DKK 100 million that was expected to start in Q4, which has been slightly delayed, but will impact growth positively for 2025. Note also that during the third quarter, we signed the DWP contract, and mobilization has been successfully initiated. As you see, we had a solid development in the number of expansions, adding this to our new wins, we look at an additional 0.6 percentage of growth. Please move on to Slide 7. We have successfully extended contracts with customers across local markets in the past quarter. And as mentioned several times before, we are staying disciplined in our commercial processes both for new wins and extensions, and we are not accepting unreasonable terms and conditions. During the period, we have not exited any contracts above DKK 100 million and we believe the quality of our contract portfolio is improving. We have, in the period had one scope production from a global industry manufacturing customer, affecting a few of their sites as the customer has decided to go for two suppliers set up. So netting it all up, I'm satisfied with our commercial pipeline and the organization is fully geared up to convert prospects into secured deals respecting our discipline around risk and commercial terms. With that, I would like to hand over to Mads, who will take us through the financials. Slide 9, please.
Mads Holm
executiveThank you, Kasper. Now a few words on the financials. The main driver of organic growth continued to be price increases in line with expectations. Prices added 6.5% year-to-date with the momentum slightly lower in third quarter at 5.5%. Türkiye is the main contributing factor with around half of the total impact steaming from Turkey. However, as Turkey did not increase minimum wages in the middle of the year in 2024 as opposed to in 2023, the overall price impact is now slightly lower, fully in line with our expectations. Volume growth added around 0.5 percentage points were still supported by increased activity levels at customer site as well as scope increases. Net contract wins were negative by around 1 percentage point due to contracts lost or exited in 2023 and in the middle of the year 2024. As Kasper alluded to earlier, we expect net contract wins to move into positive territory into next year when we look at the pipeline. Projects and above base work had a negative impact of around 0.5 percentage points in the first 9 months of 2024. However, for the third quarter isolated, we saw a small positive impact from customers' refurbishment programs in Europe. As a result of this, above base grew slightly in the quarter. Please proceed to Slide 10 for a closer look at the regions. All regions reported organic growth as expected in the quarter, with 8% Northern Europe grew by a combination of contract startup, price increases and volume growth, also above base supported with double-digit growth across countries in the region. Central and Southern Europe continues to grow double digits. Turkey was still the main contributor, but the development across the region remains solid with all markets growing. In Asia and Pacific, organic growth was 1% in the third quarter, similar to the second quarter, but worth noticing is slightly more challenging comparison base from last year. In Americas, organic growth was minus 12%, those in line with the flat low double-digit negative impact we set at the first half. This is based on the deliberate contract except we have talked about at the first half. The negative organic growth is isolated in North America, and we will report solid organic growth in Mexico and Chile. And just a quick comment on currencies. In third quarter, the impact from FX was a negative 4.4% and the FX impact year-to-date is expected to be 2%. For the full year, we still guide for a currency headwind of approximately 2 percentage points, and we see some stabilization to the Turkish -- from Turkish lira to Danske krone. Please go to Slide 11. Although third quarter is a trading update, I would like to briefly comment on the margin development. With the execution of the OneISS strategy, the operating margin has improved significantly from close to 0 in 2020 to 4.6% in 2023, of 4.3% if we include one-offs from the revenue of OneISS. The underlying improvement continues to come through, and we are on track to deliver at the margin lift in the second half for us to reach an operating margin of above 5% for the full year. The drivers for the higher than normal seasonality this year is based on three things. Firstly, restructuring costs were front-end loaded. Secondly, the benefits from OneISS kick in fully in the second half; and thirdly, normal seasonality. What's really important here is that we are able to invest significant amounts into contract startups and still deliver on our margin guidance. Please turn to Slide 12 for some thoughts on our capital allocation. As you know, one of my favorite financial exercises is capital allocation. This is also the case of ISS, where we, from time to time, get opportunities through small bolt-on acquisitions. We only do this in markets where we have a strong management team and a proven track record and within certain lines, we know well. We have acquired four companies in Europe in the past few years, and I have done some further deep dive into these, and I'm able to present a few details here today. The companies have delivered synergies as expected and those who have been able to subtract value from the acquisitions within a short period of time. In this quarter, we bought Grupo BN in Spain, adding about DKK 300 million to revenues. Grupo BN is a small company, very similar to ISS Spain, specialized in cleaning with an attractive customer portfolio across regions that support our local footprint. We also see a clear potential to reduce overhead cost and our local management has a very strong record in doing so. The deal was closed in September, and we are already seeing some synergies coming through here at the end of 2024. Consolidating the four deals we have made, we already by 2025 season and an EV EBITDA multiple of approximately 4x based on what we paid. This is even before full impact of synergies from Grupo BN and gammaRenax as they were both acquired in 2024. This gives me comfort that the few selected deals ISS have made are adding value as the multiple is more than 2 turns below the current multiple ISS is trading on. Please turn to Slide 13 for more details on capital allocation. I'm pleased to see that our financial development goes as planned. This means that even including the small bolt-on acquisitions, we are on track to end the year within our 2x to 2.5x leverage target. Hence, we today are able to add another DKK 250 million to the ongoing buyback. This brings the total 2024 program up to DKK 1.5 billion. This is equivalent to 6% of the outstanding shares based on the current market value of ISS. Including the dividends we distributed to shareholders early in the year, the total payout yield is 8%. Finally, I'm happy to announce that as of last night, Moody's changed their credit rating outlook on ISS from stable to positive. Please turn to Slide 15, where Kasper will talk about the outlook.
Kasper Fangel
executiveThank you, Mads. The outlook for 2024 remains unchanged. We still expect organic growth in the range of 5% to 6%. For the operating margin, we continue to expect it to be above 5%. And the free cash flow is expected to be above DKK 1.8 billion, excluding the negative impact from DTAG. I will in the following slides go into details on each of the three KPIs. Slide 16, please. The drivers behind the organic growth outlook for the full year 2024 have changed slightly. We still expect net price increases to add 5% to 6%. Volume growth is still expected to contribute around 1 percentage points, whereas net contract wins are now expected to be negative by 1 percentage points. As I mentioned previously, predominantly impacted from smaller contract wins that are not starting up until early 2025. Projects and above-base work is now expected to have a flat impact based on the U.S. above-base revenues, as I previously mentioned. All in all, this brings us to our full year guidance of 5% to 6%. Please go to Slide 17 for the margin building blocks. The assumptions for the full year margin guidance remains unchanged. As per normal seasonality, the margin development is back-end loaded due to profits being generally higher in the second half. We also expect to see the full benefit of the OneISS review materialize in the second half as well as continued operational improvements. So in summary, we expect the operating margin to be above 6% in the second half. Please go to the next slide for free cash flow. The building blocks for the free cash flow is broadly unchanged compared to the communication in August. In short, working capital is still expected to be slightly negative. However, less than earlier, as we've seen growth in markets with shorter DSOs as well as general working capital improvements. CapEx additions to leased assets is now slightly more negative as we've decided in selected markets to accelerate our transition into electrical vehicles. All other parts of the waterfall is unchanged and free cash flow is still expected to be above DKK 1.8 billion with Deutsche Telekom having a negative impact of up to DKK 600 million on the free cash flow for 2024. Slide 19, please. In summary, I'm satisfied with our development in the first 9 months of 2024. We're delivering according to plan, and our pipeline remains healthy as we look into 2025. While we faced some contract exits earlier in the year that are impacting our growth, we are assessing our growth strategy on an ongoing basis by revisiting certain components of the OneISS strategy. The direction of our company will clearly remain unchanged. We keep focused on execution. This means an ongoing assessment of initiatives, ensuring we focus on fewer things with quality execution, which is the recipe for growth and value creation. I'm also happy to see that our great teams are successful in mobilizing large contracts without compromising on the solid margin progression. I know that you are all eager to hear more about Deutsche Telekom. We're still working diligently to secure a resolution, and we'll update you accordingly. But please remember that this is an ongoing legal case. So there are certain details that we cannot provide. Finally, we see cash flow coming through as expected and with a strong capital position, which means that we are again able to increase our share buyback program. ISS remains in good shape, and we're able to deliver on our financial KPIs for this year and reiterate our initial targets from 2024 and beyond. And as Mads talked about earlier, it's also very pleasing to see that last night, Moody's increased the credit rating outlook on ISS from stable to positive. Despite the current global uncertainties, I'm pleased to see that ISS remains resilient and continues to achieve its business objectives. The opportunities in our industry are undeniable significant. And I want to extend my gratitude to our more than 320,000 dedicated employees who deliver outstanding service to our customers every day. They don't have the luxury of working from home. They come to work each morning and through their collective efforts creates exceptional customer experiences. It's encouraging to see that more and more companies recognize the importance of teams working together in person. And with that, I would like to open the floor for Q&A. So operator, over to you, please.
Operator
operator[Operator Instructions] Our first question comes from Mads Andersen from DNB Markets.
Mads Brinkmann Andersen
analystIf we could just start on the net new wins, especially if we consider the communication since Q2, any sort of -- if we look at sort of the pipeline you're looking at in Q2, can you confirm whether you have lost any of the contracts or the biggest of ticket items in the pipeline that you talked about at after Q2 or have the sort of discussions just prolonged, and then, yes, been extended, so to say. And just on a separate note, we look at the net new wins, I mean, clearly, you said you serve it has been great lately. But given the history of ISS and sort of winning big contracts that then turned out to be -- have problems, so to say. Have you guys been too conservative lately, and you talk about the commercial -- the commercial attitude or the commercial organization. Any color that you can add to that, please. Have you essentially gone too conservative and been, yes, not bullish enough so to say, on new volumes, sorry for the long winded question. But just one more, please, on -- the underlying volume is a little bit possible about the development. I know you keep the guidance for the full year. But if we look at the development in Q3, any sort of color that you can add to buy volumes are down versus the first half of the year? And sort of what are the main drivers of that, please.
Kasper Fangel
executiveYes. Thanks for that, Mads, and good morning to you. So on your first question, the -- as I said several times in my presentation, the pipeline remains healthy. And specifically on whether any of the contracts that I alluded to in August when we released the first half results when they have been launched, then the answer that is no. They are still in the pipeline. So it is longer decision-making process that is going on there, but we still remain positive around that. So it's not that they are lost. Your question around whether we have been too conservative on -- in terms of our assessment of and willingness to take risk on new prospects with customers? I don't think that is the case. We're focusing on the future, and we're focusing on doing all the right things for the future. And we are absolutely not afraid of taking risk. We just need to be aware of what the risks that we are taking. And we've got to make sure that we have a plan in place to mitigate the risk, and we are being paid. So there is a remuneration for the additional risk that we are taking on board. So I think we're doing all the right things in terms of our assessment of new contracts coming into the portfolio. And just a few words on exactly what we are doing. I think that it deserves to be said. I mean the key thing for us across our local markets and also when we are targeting global customers is focus. This industry, as we all know, is offering significant opportunities for us and the competition to grow a lot. But if you scattered in your approach in terms of how you're addressing that, then you're not winning. You need to have focus on a few segments so that you can produce a value proposition that resonates with the customers and delivers the outcomes that the customers are after. So that is the key thing of what we are focusing on in terms of new logos. And your last question around underlying volume, in Q3, the comparison is tough. So it's the comparison that is impacting the volume in Q3. And as you mentioned yourself, we expect that to recover in Q4.
Operator
operatorThe next question will be from the line of Nicole Manion from UBS.
Nicole Manion
analystJust one, please, just following up on that segmentation point, because obviously, a big part of the kind of initial OneISS turnaround that you did was around kind of trimming the business and focusing on key accounts in a few sort of focus segments. So could you maybe give us a bit more of a steer on what you actually mean maybe in terms of kind of focus areas in markets or segments when you make that point around the segmentation?
Kasper Fangel
executiveYes. I can certainly do that. I mean we have reduced the number of segments that we are targeting for these exact reasons that I gave to Mads in answering his questions. And -- and just to give you an example, a concrete example of how this is paying off approximately 2.5 years ago, the U.K. had a laser focus on the government sector in the U.K. And you're seeing since then, we are starting to see that we have won DEFRA and DWP that's above DKK 1.5 billion in annual portfolio revenue. So that's a good example of how focus and segmentation is paying off. It's obviously not something that is fixed overnight. But having that laser focused on making sure that we understand the customer needs and we can put ourselves in the shoes of the customer and then deliver solutions that meets the needs of the customer. That is -- focus is the key tool to get to that.
Operator
operatorThe next question will be from the line of Kristian Godiksen from SEB.
Kristian Godiksen
analystA couple of questions from my side. I just start with the three then. So first of all, can you comment a bit on how confident you are that you also -- that you will have net contract wins will be positive next year? And maybe comment on how many contracts that this to be signed that this depends on? And then secondly, could you comment on the reason for the lower growth contribution from the net contract wins this year compared to your expectation in connection with the first half results? And are you then confident that retention rate will stay above the 94%? And then thirdly, just lastly, could you comment a bit on the scope and the level of the synergies for the acquisitions you mentioned as I read your slide and hear you then the commentary and the multiples you mentioned are pre-synergies. So interested in the level of synergies please.
Kasper Fangel
executiveYes. So, Mads, if you take the last one, on synergies. Maybe we start with that one, if that's okay for you.
Mads Holm
executiveYes. So thank you very much, Kristian. A good question. Let me just restate what I said in my presentation. First of all, we are doing a few selective M&A deals. And this is a bolt-on acquisition we've done in Spain. It's the right service line. It's really the right geographical footprint. And again, it's a proven management team with a strong track record who's been able to do this. As I said in my presentation, some of the synergies are in but not all of them at this point in time. And that even brings the multiples for the total portfolio of the four transactions below the ISS trading on. So this is even before all synergies are included but some are.
Kasper Fangel
executiveThank you, Mads. And, good morning, Kristian. So on the two questions around growth. So looking into to next year. I'm not going to give you any quarter or any months where this is turning into positive. But I'm confident for the full year of 2025, you will see a positive net new contract wins number for the full year of 2025. And that's obviously supported by what we're looking at in the pipeline and the discussions that we're having with customers. But I'll refrain from giving you any exact numbers or details in terms of customers that where we need to land in terms of getting to that positive contribution next year. But overall, for full year 2025, I'm confident that is going to be a positive number. And for the changes in -- on -- from August around the net new contract wins that are slightly down. Then I just want to say that, that this is related to timing of smaller contract wins that we expected to start up this year, but they have now been delayed and they will start up in the beginning of next year. But also Kristian, please remember that we are changing our expectations from around negative 0.5% to around negative 1%. So in reality, it's less than 0.5%, and that is due to rounding.
Kristian Godiksen
analystOkay. And the retention rate, sorry. So you're confident that will stay above the 94% also in Q4 then?
Kasper Fangel
executiveOn the retention rate, there are -- I don't see any reflects, as you saw on the pie that we have successfully extended contracts above DKK 100 million, that is 0. So no red flags in terms of opportunities.
Operator
operatorThe next question will be from the line of Allen Wells from Jefferies.
Allen Wells
analystThree from me, please. Firstly, can I, just maybe just get a little bit more color on what their movement parts are on the above-base recovery in the third quarter. Obviously, it was a reasonable switch from minus 4 year-on-year in the third quarter to plus 5 in -- as in the second quarter to plus 5 in the third quarter, mainly driven by Northern and Central Southern Europe. Can you just talk a little bit about what you're seeing there and how you kind of think about the above-base outlook from here versus where we were before? And maybe any comments around the margin side and the impacts from that. I'm assuming that legacy-wise, that would be margin accretive. Linked to that, you update on the full year growth makeup. So lower net new, higher above base and bringing that back to margins. I mean, again, that feels like that should be margin accretive with net new creeping in typically lower margin early running the contracts above-base typically creeping in higher margin. Can you just maybe comment should that dynamic be supportive for margins for the full year? And then finally, I noticed in the 3Q comments in the published report, you talk about refining the current OneISS strategy and you talked around why direction remains unchanged, doing more things to simplify the business. Could you just comment, is there a slight wording change there? And should we read into any of those comments? I'm just thinking about maybe do we think about divestments or exits as you look to simplify business? Is there further revenue shrinkage? And how do we think about the kind of the restructuring costs associated with that as we look forward?
Kasper Fangel
executiveSuper questions. Thanks for that, Allen, and good morning to you as well. So on the OneISS strategy, I was very clear in my presentation. It's not u-turn in any way, shape or form. So we're talking about getting more focus into the way that we execute the current strategy. That's what it's about. And you should absolutely not fear in any way, shape or form that this is triggering new divestments in terms of countries or business units or contracts or anything, nothing to do with that whatsoever. I can also confirm that there are no restructuring underway, so no one-off costs or anything that you should think about in terms of how you're putting your predictions together. So it's simply just a matter of us continuing to look at our portfolio and the execution of the strategy and how we can work in a more focused way in the execution of the current strategy. That's it. In terms of above-base, then you're right, you're giving partly the answer yourself in terms of that has turned from a negative in the first half to a positive in Q3, and we also expect a positive in Q4. It's not all driven in Q4 by the project volume that I mentioned, in the U.S., of course, that supported, but it is a general trend that we can see that the commercial mindset and the opportunities that our site managers are spotting is improving, and that's what we're seeing here in the third quarter, that is coming through, and we expect that to continue to come through in the fourth quarter. As I've mentioned several times before, around above-base work, then the various tasks in terms of margin profile varies a lot. We have some above-base work that is significantly accretive. And then we have some work that is margin neutral. In totality, with the additional above-base work that we're looking at here, it is slightly accretive, but not anything that is a swing factor for us as a business. It's minor.
Allen Wells
analystMaybe Kasper, can I just have one quick follow-up. Just in relation to that U.S. hurricane response work you flagged you maybe just provide a bit of color or at least help us quantify relative to the kind of current minus 12% run rate that you're seeing in North America? How much of a tailwind is that above-base work as we think about the second half?
Kasper Fangel
executiveYes. It's -- as I said, it's not all of it, but it's obviously a meaningful amount. Otherwise, I wouldn't mention it. But the work is ongoing as we speak. So it's uncertain what the actual volume is going to be. So it is a part of the acceleration of the improvements in above-base work that is expected to come through in Q4, but not all of it.
Operator
operatorThe next question will be from the line of Peter Sehested from ABG.
Peter Sehested
analystIt's Peter from ABG. I have three. Dwelling on the volume, and I can see that -- I mean, this net win we're discussing with a little bit of Q2 when we would look back from Q1, the net new wins was negative 1%, revenue was negative 0.5%. Now it's negative 1%. So it goes up and down. And I don't want to neglect this issue, but I think there's one thing that is a bit more disturbing actually, volume growth or your growth with existing clients and that has been on a downward trajectory for the past 6 to 7 quarters. And that continues, that would actually be turned negative in Q4 or Q1. So my question is relating to this. What is the reason for that? Have you simply exhausted the opportunities to grow with your existing clients? Is it the office space issue that is sort of working in the background? So some comments on that?
Kasper Fangel
executiveYes. So as you will see, Peter, when you go through the outlook, the expectations, and the building blocks for the full year and you look at the year-to-date position in at the end of Q3 than you expect you will see that we are expecting the volume growth to improve in the fourth quarter. And that's actually supported by the list of expansions that we've also disclosed. So that is expecting to kick in, in the fourth quarter, where you can see that we are growing with our existing customers. And if I just take the helicopter view of that, what you've seen, and you made the comment around that it has decreased over the last X number of quarters. That's absolutely not how we look at it for the future. We expect that, that's a significant growth lever for us to business going forward. We've done the analysis and the homework around the opportunities that sits with the current customers that we're doing business with in one or two local markets today that is above DKK 100 million, and the addressable volume that we have if we go across borders with them, which is a fantastic opportunity that we have because we already serve them today and we have the relationship today. And that's -- some of that is what you're seeing also in the expansion that we're disclosing here in connection with Q3, and we expect that to accelerate going forward.
Peter Sehested
analystGood. So -- and I think we had exactly the same question, this is just a follow-up to the question I just posted here. So we had exactly the same discussion in Q2. So exactly. So what you're saying here is that not only are you expecting a positive contribution from net wins in 2025, but you're actually also seeing an improvement in the underlying growth rate, growth at existing clients.
Kasper Fangel
executiveI mean, obviously, I'm not going to do any detailed guidance for 2025. We will do that in February when we released the results for '24 and the outlook for '25. But overall, on from a commercial perspective, I'm positive around underlying growth momentum.
Peter Sehested
analystYes. So then for the remaining two questions. The first -- sorry, repeat from Q2, and that's with respect to the U.S. strategy, the arrival of the new CEO in that region. And if you could provide us some flavor on what's on the agenda for 2025 in addition to contract wins. And the second question pertains to potential change in Board of Directors related to the recent change in majority ownership, clearly because from just publicly available information, it seems that the new shareholder has a more, let's say, active approach than the former shareholder or existing shareholder, but with less interest in the company now. So just some flavor on whether you have heard that the new shareholder is seeking for a seat on the Board.
Kasper Fangel
executiveI like how the three questions is turning into 27 questions from you, Peter. It's great. I love it. No. I mean obviously, as you would expect on the question around Lind Invest and in terms of Board composition. That's not -- that is a dialogue between the Board and Lind Invest and obviously not something that I will comment on. So I'm sure that our Chair and Henrik Lind are having conversations around that. In terms of the U.S. strategy, we're following the plan in line with what I mentioned in August. So we have a new country manager Steven Quick that has come on Board. And we're looking at the detailed plan for how we're going to make a breakthrough in the U.S. for the future. And you should not expect any restructuring or significant changes in how we have set up the platform in the U.S. It's back to the focus point. We have a good platform in the U.S. You also saw in the first half that we're delivering some solid margins, and we are able to absorb volume without having to increase the overhead cost accordingly. So it's really about the focus on where we are growing, which segments are we growing, in which geographical areas are we growing in, and then making sure that we have a value proposition and operating model that both meets the customers' needs and can deliver accordingly.
Operator
operatorOur next question is a follow-up from the line of Mads from DNB.
Mads Brinkmann Andersen
analystJust a quick one, please, or two, if I may. One on the ongoing sort of wage negotiations that you guys are seeing right now into 2025. Anything that you can -- any color that you can provide in terms of what we should expect for wage increases for next year? And I guess, implicitly, to some extent, pricing impact on the top line. I think some of your peers have mentioned 2%. Is that reasonable to expect in your case? And then maybe just second one on -- sorry if I missed it, but on Turkey, I mean, I guess the communication with you guys is pretty unchanged since Q2. But how do you sort of think about this? Because either way I look at it, it seems to be at least if we assume sort of similar multiples to where you guys are trading at right now, then it will be quite a significant amount. And how do you think about that and sort of also thinking about potential the tie-up of capital that it would require and sort of the drag that, that would potentially put on the rest of the business and essentially growing organically in someone like the U.S.
Kasper Fangel
executiveThanks, Mads. So three questions turned into five now. It's good. The -- in terms of the contribution from price increases next year, our expectation is that you will see a higher contribution than what we have seen historically, but lower than the contribution that we're having in 2024. That's our expectation. And in terms of Turkey. You're right. There are not any material changes compared to the communication that we did in August. So the PE fund that owns 40% of the company has expressed a desire to exit their investment. On your comment or indirect comment around, would we be interested in buying that. It purely depends on the price we're here to create shareholder value. And we're looking at our capital allocation policy, and if it's more lucrative to increase our share buyback program, then we increase our share buyback program. And then we're not interested in buying the stake in Turkey. So it totally depends on the price, and we adhere strictly to the policy that we have around capital allocation.
Operator
operatorThe next question will be a follow-up from the line of Kristian Godiksen from SEB.
Kristian Godiksen
analystI also have a number of follow-ups, I'll just be frank upfront then. Both pertaining to M&A and also on some DTAG questions. So if I start with the M&A questions then maybe, Mads, could you comment a bit on the quantity of the synergies maybe as a percentage of revenue and then maybe also give a split on the top line and cost synergies? And then further on the M&A, what is the expected increase on the pro forma net debt to EBITDA from the most recent acquisition? Is that in line around 0.1 turn net debt to EBITDA as the previous ones? Or is that -- or will this one differ? And then I have some questions on DTAG afterwards, but maybe we'll start here.
Mads Holm
executiveSo thank you very much, Kristian. So the way we do this -- and I think first of all, it's very important to really state also, as Kasper alluded to here, that we are doing what we believe is most shareholder accretive overall. When we're doing these type of bolt-on acquisitions, it will not increase overhang costs at all. And that means that you will have full, full benefit on the top line. And I think this is very much the very selective approach we have to do these type of bolt-on acquisitions. And this is also why we are seeing the multiple coming through with the pace that we illustrate on the slides. So no overhang cost in this part. That's all taken out.
Kristian Godiksen
analystAnd on the top line synergies split between the top line cost synergies and net debt to EBITDA?
Mads Holm
executiveThat's zero.
Kristian Godiksen
analystZero on the net debt of EBITDA, or zero top line synergies?
Mads Holm
executiveZero on the top line.
Kristian Godiksen
analystOkay. And what about the net debt to EBITDA?
Mads Holm
executiveThat's pretty much zero as well. [ DTAG ] Mr. Godiksen.
Kristian Godiksen
analystYes. So you've previously stated as per that the run rate has still been below the DKK 600 million. Is that still the case? And then yes, let's start there.
Kasper Fangel
executiveOkay. I'm not going to give you any exact numbers on that. And you know that as well, the impact is up to DKK 600 million, and if the impact is lower than DKK 600 million, let's say, for the sake of the conversation, that it's DKK 300 million, then that means that we will deliver 1.8 plus DKK 300 million in free cash flow. So it's up to DKK 600 million, that is the maximum exposure.
Kristian Godiksen
analystYes. And but the run rate you have commented on previously, are you willing to comment on that now or that the run rate has been below the DKK 600 million, I think.
Kasper Fangel
executiveI have not commented on any run rate previously to my knowledge. What I mentioned is that the max exposure is DKK 600 million. And that is not an amount that is going to increase also not into 2025.
Kristian Godiksen
analystOkay. So that was actually my follow-up question. In 2025, you state that if you do not reach a bilateral agreement, the two partners between you, then a settlement is expected in the first half of next year, right? So I was just wondering, will this -- should we expect that this holding back payments should continue in the first half until the settlement is reached? Or do we expect that no payments will be hold back at all in 2025?
Kasper Fangel
executiveYou should expect that the maximum exposure is DKK 600 million, nothing -- not a Danish kroner, more than DKK 600 million. And from there on, it should be a clean cash flow from there on.
Kristian Godiksen
analystOkay. So just to be sure, what you say. So I'm also following here. So let's...
Kasper Fangel
executiveIf you get to a DKK 600 million deficit this year, then it's being cash flow for next year.
Kristian Godiksen
analystYes. And if you get to -- if you only have DKK 300 million, as you said, just imagine the figures year is DKK 300 million this year, then there is potential risk of DKK 300 million next year, so the maximum until DKK 600 million...
Kasper Fangel
executiveIf you get -- we're talking math now, if you go to DKK 300 million this year, then the cash flow is greater than DKK 2.1 billion this year, and then there could be a headwind next year of DKK 300 million. Okay. Thank you very much indeed. Thanks for good questions. Very much appreciated. Thanks for showing your interest in ISS and joining our trading update. As always, our IR team will remain available not only today but over the coming period to make sure that if there's anything that needs to be clarified or you have additional questions, then they are at your disposal. With that, thank you very much indeed, and have a fantastic rest of your day. Thank you.
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