Global leader in respiratory and head protection
Following the acquisition of 3M’s ballistic protection assets (known as Ceradyne) in January 2020 and the disposal of its dairy operations for $227.3m in September 2020, the group was focused on its life-critical protection solutions centred on respiratory systems, helmets and armour. The $132m acquisition of Team Wendy on 2 November 2020 further strengthened the helmet activity, both for military and civilian products as well as liner restraint systems. The group changed its name to Avon Protection (formerly Avon Rubber) in July 2020 to reflect the increased focus. As the majority of its sales and operations are now based in the United States, the group has adopted US dollar reporting from FY21, although it is listed on the LSE.
During FY21, the company’s body armour business faced significant technical issues in developing new products that should have formed the core elements of future revenue streams for the armour activity. Following a review, it has been decided that further investment in the business is inappropriate and an orderly winding down of all the ballistic armour (body inserts and larger flat armour panels for helicopters) over the next two years is now underway. In FY21, the armour operations represented just $6.5m (FY20: $13.7m) or 2.6% (FY20: 6.4%) of group revenues, but have been the major reason for the significant value decline experienced since December 2020.
Moving forward, the core operations of the group are centred on two main product portfolios in respiratory systems and head protection.
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Avon Protection has the global leading range of respiratory protection systems. Its product portfolio includes full face respirators, escape hoods, self-contained breathing apparatus (SCBA) systems, powered air purifying respirator (PAPR), modular units, thermal imaging cameras, underwater equipment, filters, spares and accessories.
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The head protection portfolio is focused on next-generation ballistic helmets and bump protection helmets, as well as helmet liner and retention systems.
Exhibit 1: Avon Protection FY21 revenues split by product area ($248.3m)
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Exhibit 2: Avon Protection FY21 revenues split by geography ($248.3m)
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Exhibit 1: Avon Protection FY21 revenues split by product area ($248.3m)
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Exhibit 2: Avon Protection FY21 revenues split by geography ($248.3m)
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In FY21, over two-thirds of group revenues were generated by respiratory product systems, accessories and spares, down from more than 75% in FY20 largely due to the initial 11-month consolidation of Team Wendy which generated $41.0m. Team Wendy added to head protection revenues, which meant that product area accounted for almost 30% of group revenues compared to 18% in FY20.
Looking at the revenues from end-market perspectives, Military sales accounted for 70% of core group sales (excluding Armor), split 37:33 between respiratory and ballistic products. First Responder sales accounted for 30% of the core group, split 75:23 between respiratory and ballistic.
FY21 results robust before Armor and pandemic disruptions
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Orders received up 35% to $282.7m (FY20: $209.6m).
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Order backlog $143.1m (FY20: $101.8m) up 41%.
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Revenues of $248.3mm (FY20: $213.6m) up 16%.
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Adjusted EBITDA $37.6m (FY20: $49.0m) down 23% and a margin of 15.1% (FY20: 22.9%).
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Adjusted operating profit down 43% to $22.0m (FY20: $38.5m).
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Adjusted PBT fell 52% to $18.9m (FY20: $36.1m).
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Adjusted FY21 EPS down 39% to 60.6 US cents (FY20: 98.6 US cents), 60.3 US cents fully diluted.
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FY21 DPS increased by 30.1% to 44.9 US cents (FY20: 34.5 US cents).
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Adjusted net debt (excluding lease liabilities) at FY21 $26.8m (FY20: net cash $147.7m).
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Cash conversion was 83.2% (81.6%).
Exhibit 3: Avon Protection revenue analysis
Year to Sept ($m) |
FY20 |
FY21 |
% change |
Respiratory Military |
104.9 |
113.5 |
8.2% |
Respiratory First Responder |
56.7 |
55.1 |
-2.8% |
Total respiratory (A) |
161.6 |
168.6 |
4.3% |
Ballistic Military |
35.3 |
27.5 |
-22.1% |
Ballistic First Responder |
3.0 |
5.4 |
80.0% |
Total Ballistic (ex Armor) (B) |
38.3 |
32.9 |
-14.1% |
Protection (continuing) (A+B) |
199.9 |
201.5 |
0.8% |
Team Wendy |
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41.0 |
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Intra group |
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(0.7) |
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Avon Protection (Core) |
199.9 |
241.8 |
21.0% |
Armor (non-core) |
13.7 |
6.5 |
-52.6% |
Avon Protection |
213.6 |
248.3 |
16.2% |
Group revenues grew 16.2% to $248.3m (FY20: $213.6m) in FY21. Excluding the armour activity, revenues rose 21.0% to $241.8m (FY20: $199.9m), largely due to the first contribution from Team Wendy. Within that, the ongoing activities (ie excluding Team Wendy and Armor) grew sales by 0.8% to $201.5m (FY20: $199.9m), with respiratory systems growth of 4.3% to $168.6m (FY20: $161.6m) more than offsetting a decline in sales of the ballistic helmets business acquired from 3M, which fell to $32.9m from $38.9m despite a full year contribution in FY21 (nine months in FY20), in part due to contract delays caused by the now resolved competitor protest of the IHPS award.
Exhibit 4: Avon Protection revenue development in FY21
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Organically, revenues fell by 2.9% due to the armour impact on Military Ballistic sales, although both Military Respiratory and First Responder grew by 8.1% and 1.3% respectively.
Strong core order intake and backlog growth
FY21 order intake was up 34.9% to $282.7m (FY20: $209.6m), reflecting strong momentum across the product portfolio for Military and First Responder markets. Excluding Team Wendy, orders received grew by 17.4%, Military by 24.6% and First Responder by 0.3%. Team Wendy contributed $36.6m of orders in its first 11 months of consolidation.
At the year end the company had an order backlog of $143.1m (FY20: $101.8m), $26.6m of which was in Armor and included Team Wendy’s year-end order book of $3.2m (FY20: nil). The backlog can be further broken down as follows:
Exhibit 5: Composition of FY21 order backlog ($143m)
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The Military Respiratory closing backlog was up 68% year-on-year, with First Responder excluding Team Wendy up 40% and Ballistic up 7% despite the Armor problems.
Excluding the Armor EBITDA loss of $8.4m, the core group performance was quite robust falling to $46m in FY21, a margin of 19% (FY20: 23%), with $1.0m of the $3.0m decline due to unfavourable FX movements reflecting adverse overhead recovery across the Ceradyne activity.
Non-recurring items totalled $54.5m (FY20: $33.9m) at the PBT level, including $31.1m of net impairments at the Armor business. In addition to amortisation of acquired intangible of $14.2m (FY20: $8.3m), Avon recognised acquisition costs of $2.6m (FY20: $10.7m), a previously disclosed inventory fair value acquisition accounting adjustment of $2.4m (FY20: nil), a write down of brought-forward capitalised cloud computing costs of $0.7m and $3.5m (FY20: $1.5m) of financial items.
Three-pillared strategy for growth maintained
The strategy initiated in FY17 remains in place, the main goal of which is to deliver long-term, sustainable growth using a three-pronged investment approach to:
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organically grow the core;
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invest in selective product development; and
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pursue appropriate value enhancing acquisitions.
The strategy aims to deliver organic growth of over 3%, augmented by M&A. It also targets adjusted EBITDA margins in excess of 20%, with cash conversion of more than 90%, delivering strong cash flows to support the capital allocation framework including adequate R&D spending and the progressive dividend policy.
Investing to grow the core organically
Management has already realised a significant refocusing and investment programme during the pandemic, exiting its dairy operations and reinvesting in the head protection and ballistic markets. Key to this is the strength of its relationships with both the US Department of Defense (DOD) and the Ministry of Defence (MOD) in the UK, which has allowed it to develop its specialist respiratory product portfolio and establish its leading market position so that it can pursue additional business in other Military markets, as highlighted by the recent success with the NATO contract framework.
Selective product development
Innovation is key for Avon Protection, and new product introductions should continue at a similar pace. R&D spend for FY21 was $19.1m or 7.7% of revenue (FY20: $11.8m, 5.5%), although this included $5.9m (FY20: $1.7m) rectification spend in Armor. We expect some decline in FY22 as a percentage of sales with the quantum ex Armor increasing. The focus for investment for the core business will be on projects that present an opportunity to add value and fit within the strategic goals of the company. In some instances, considerable investment has already taken place and it is now a question of fully leveraging this. Overall, this approach ensures that the product portfolio is enhanced, meets the needs of the customer and is able to deliver future growth. Partnerships remain core to Avon Protection, not least in the long-term, multi-level relationship with the US DOD, which provides the foundation for international product development.
Strategic value-enhancing acquisitions
Although management indicated in its capital allocation commentary accompanying the FY21 results that no near-term M&A activity was expected this financial year, Avon Protection retains the pursuit of appropriate targets, with financial discipline as the third element to drive growth and create value for shareholders. Despite the problems at Armor, both of the larger Ceradyne helmet assets and Team Wendy appear to be progressing well. The balance sheet remains relatively lowly geared, with net debt of $27m at the year end, an EV/EBITDA ratio of 1.0x and cash flow expected to remain strong. A consultation process on the potential for share buybacks is underway.
Withdrawal from body armour
Avon Protection’s next-generation body armour product for the US Army, VTP ESAPI, failed FAT in November 2021. The single plate failure in the official FAT automatically disqualified the product from approval and followed successful pre-testing of more than 800 units. In isolation, the problem might have been resolved but followed a similar FAT failure on a legacy body armour plate (DLA ESAPI) for the Defense Logistics Agency (DLA) in the US in December 2020. The company re-engineered the DLA product and passed ballistic testing in August 2021. However, product approvals are further delayed and are now expected in Q222, with revenues commencing in H222.
Learning from the DLA plate failed to prevent the subsequent plate failure and, as a result, the board conducted an in-depth strategic review of the entire Armor business. The conclusion was that with engineering options largely exhausted and an unknown variable causing the failure, investing further funds and time in resolution was inappropriate given contract schedules with the VTP ESAPI contract expiring in March 2023. In addition, a disposal was unlikely to be the best option for stakeholders given the diminished prospects and small pool of potential buyers.
The review concluded that a managed wind down over the next two years before closure was the most appropriate course of action in collaboration with its main customers. That involves fulfilling existing DLA ESAPI contract obligations and offering a final lifetime purchase of flat armour plates used in helicopter programmes. These should generate revenues of up to $25m in both FY22 and FY23. The board believes the decision offers the best risk/reward for its stakeholders, maintaining a strong relationship with the US DOD and completing customer contracts, while avoiding the historical performance issues and clarifying the situation for employees.
Despite the market reaction to the demise of the body armour segments, the financial impact is quite limited even it does remove an element of what had been perceived as potential growth. The market value of Avon Protection fell by 65% or c £634m ($855m) during 2021 and by 39% or £231m ($312m) since the November 2021 trading update.
Around $7.5m of overhead reduction will be realised on closure, with the rightsizing of retained activities delivering a similar amount, an overall overhead saving of $15m. Net cash costs should be around $3–5m weighted towards FY23.
In addition, there are three outstanding leases with obligations, with a net present value of $11.8m spread over the next 10 years and a current annual cost of $1.7m. The company will seek to mitigate this cash cost by subletting the properties involved.
Avon has written down the majority of the assets but can recover some proceeds in the wind down process through inventory sales as well as plant & machinery. In addition, contingent consideration of $15.7m relating to the Armor business with respect to securing specific contracts is being avoided. The net $31.1m impact of the impairment and recoverable amounts is included in adjustments to group profits and summarised below.
Exhibit 6: Armor asset write downs
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Carrying value |
Impairment |
Recoverable amounts |
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$m |
$m |
$m |
Acquired intangibles |
11.3 |
(11.3) |
- |
Development expenditure |
8.1 |
(8.1) |
- |
Right of use assets |
11.7 |
(11.7) |
- |
Plant and machinery |
14.4 |
(13.9) |
0.5 |
Leasehold improvements |
0.1 |
(0.1) |
- |
Inventory |
13.3 |
(1.7) |
11.6 |
Total assets/(impairment) |
58.9 |
(46.8) |
12.1 |
Contingent cash consideration |
(21.7) |
15.7 |
(6.0) |
Total net impact |
37.2 |
(31.1) |
6.1 |
Overall, the cash costs to exit would appear to be minimal and the loss of opportunity seems unlikely to warrant even the $834m value reduction since 1 January 2021 following the first Armor profit warning on 17 December 2021. At our calculated WACC for the group of 7.5%, it would imply the equivalent loss of an annual cash perpetuity of $62m from the Armor business. To be clear, that understates the overall value decline from the peak market value achieved immediately before the 17 December 2020 initial warning by over $500m.
Given the top end of the anticipated order potential of $115m annually as a proxy for future Armor revenue, and applying an EBITDA margin of 23%, which we think is an optimistic assumption, we calculate the value sacrificed by the closure to be up to c $350m equivalent to an annual cash flow of c $26m on the same basis as above (compared to the implied value loss of over $62m above).