Professional Documents
Culture Documents
T2 Accredited Fund, LP
Tilson Offshore Fund, Ltd.
T2 Qualified Fund, LP
Tilson Focus Fund
Tilson Dividend Fund
T2 Partners Management L.P.
Manages Hedge Funds and Mutual Funds
and is a Registered Investment Advisor
More information about the about the advisor can be obtained by visiting www.tilsonmutualfunds.com.
If you would like a copy of T2 Partners Management LP’s Form ADV Part II, please call 212-386-7160.
200
180
Total Since Inception
160 T2 Accredited Fund: 184.4%
140 S&P 500: 17.7%
120
100
(%) 80
60
40
20
0
Jan-99 Sep-99 May-00 Jan-01 Sep-01 May-02 Jan-03 Sep-03 May-04 Jan-05 Sep-05 May-06 Jan-07 Sep-07 May-08 Jan-09 Sep-09 May-10
-20
-40
4
Tilson Focus Fund (TILFX) & Tilson
Dividend Fund (TILDX) Since Inception
TDF Is #1 in Its Category Over the Past 2, 3 & 5 Years
75%
25%
0%
-25%
-50%
* Source of category rankings: Lipper (through 4/30/10). Performance is from inception of both funds on 3/16/05 through 4/30/10. Performance information quoted above represents past
performance and does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may
be worth more or less that their original cost. Current performance may be higher or lower than the performance information quoted above. Any questions you may have including month-
end performance can be answered by calling 1-888-4TILSON or visiting our website www.tilsonmutualfunds.com.
5
We Think We’re Likely in A Range-Bound Market – And
With Interest Rates Low and P/E Multiples High, It’s Hard to
See How a Sustained Bull Market Could Occur
Gain in Gain in
GNP GNP
373% 177%
16 years 13 years 17 years 10+ years
Range-bound markets
See: Active Value Investing: Making Money in Range-Bound Markets by Vitaliy Katsenelson
Source: Ned Davis Research; WSJ Market Data Group; appeared in WSJ 6/16/09; GNP and
interest rate data: “Warren Buffett on the Stock Market”, Fortune, 12/10/01 6
Based on Inflation-Adjusted 10-Year Trailing
Earnings, the S&P 500 at 20.4x Is Trading at a
25% Premium to Its 130-Year Average of 16.3x
50 20
Long-term P/E Current
45 average: 16.3x P/E: 20.4x 2000 18
40 1981 16
35 1929 14
30 12
1901 1966
25 Price-Earnings Ratio 10
20 8
15 6
10 4
Source: Stock Market Data Used in "Irrational Exuberance" Princeton University Press, 2000, 2005, updated, Robert J. Shiller.
7
Our Presentation at the Value Investing
Congress Two Years Ago (May 7, 2008):
Title: “Why We Are Still in the Early Innings of
the Bursting of the Housing and Credit
Bubbles – And How to Profit From It”
Conclusion: “Things Are Terrible And There’s
No Sign of a Bottom”
Slide From Presentation at Value Investing Congress, May 7, 2008:
Longs Shorts
1. Berkshire Hathaway 1. Allied Capital
2. Fairfax Financial 2. Ambac
3. Bear Stearns
4. Capital One Financial
5. Farmer Mac
6. General Growth
Properties
7. Lehman Brothers
8. MBIA
9. Moody’s
10. PMI
11. Simon Property Group
12. Wachovia
13. Washington Mutual
Berkshire Hathaway And Fairfax
Financial Since May 7, 2008
Source: BigCharts.com.
10
Lehman Brothers, Bear Stearns,
Wachovia and WaMu No Longer Exist
Source: BigCharts.com.
11
Of the Other Nine Shorts, All Declined at Least
60% and Are Still Down an Average of 40%
Source: BigCharts.com.
12
More Mortgage Meltdown
Was Published in May, 2009
Background on the U.S. Housing Market
There Was a Surge of Toxic Mortgages
From 2000 to Mid-2007
$4,000
Conforming, FHA/VA
Jumbo
$3,500 Alt-A
Subprime
Seconds
$3,000
$2,500
Originations (Bn)
$2,000
$1,500
$1,000
$500
$0
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Source: Inside Mortgage Finance, published by Inside Mortgage Finance Publications, Inc. Copyright 2009.
15
Private Label Mortgages (Those Securitized by
Wall St.) Are 15% of All Mortgages, But Account
for 28% of Nonperforming Mortgages
Approximately two-thirds of homes – 56 million – have mortgages, worth a total of $11 trillion
Agency MBS
$5.2T
01
02
03
04
05
06
07
08
09
10
Seattle
n-
n-
n-
n-
n-
n-
n-
n-
n-
n-
n-
Ja
Ja
Ja
Ja
Ja
Ja
Ja
Ja
Ja
Ja
Ja
Composite-20
20
Existing Homes Sales and Inventory Have Gyrated Wildly in
Recent Months, But Inventory Is Still Well Above Historical
Levels – And Shadow Inventory Lurks
11
7.0
10
3.6 million units, equal to 8.5 months
6.5
9
as of the end of March 2010
6.0 8
Months
Millions
7
5.5
6
5.0
5
5.35 million units as of
4.5 the end of March 2010 4
4.0 3
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
14%
13%
12% In foreclosure
11%
Percentage of Home Loans
10%
9%
8%
7%
6%
5%
4%
3%
2% 30, 60 or 90 days delinquent
1%
0%
Source: National Delinquency Survey, Mortgage Bankers Association; T2 Partners estimates. Note: Delinquencies (30+ days) are seasonally adjusted.
23
The Current “Housing Overhang” Is More Than 7 Million
Homes – Which Doesn’t Include Any New Defaults, Which
Are Running at Approximately 300,000/Month!
Note: Monthly Transition Rate (sTr): % of loans becoming 60+ days delinquent for the first time, quoted on a monthly basis.
Source: Loan Performance, Amherst Securities. 31
But Re-Default Rates for Modified Loans Are Very High,
Even When Monthly Payments Are Reduced Sharply
Prime Loans
60% ($250,000)
2006 Origination California Mortgages
Example:
Equity Relative to First Lien ($200,000)
First-lien (Right Axis Inverted)
50%
mortgages in
Cumulative Default (Left Axis) ($150,000)
California that
were originated in
$165,000 of
equity to an ($50,000)
equity of $0
$149,000 by
Sept. 2009. 20% $50,000
The cumulative
default rate $100,000
Nov-07
Jul-08
Nov-08
Jul-09
Jan-07
May-07
Jan-08
May-08
Jan-09
May-09
Mar-07
Sep-07
Mar-08
Sep-08
Mar-09
Sep-09
Sources: Amherst Securities. 35
What the Future Holds
Foreclosure Filings Have Increased
Dramatically
• 367,056 foreclosure filings during March were up 19% sequentially and up 8% year-over-year.
• 2.2% of all U.S. housing units (one in 45) received at least one foreclosure filing in 2009.
400,000
350,000
300,000
Number of Foreclosures
250,000
200,000
150,000
100,000
50,000
Note: Foreclosure filings are defined as default notices, auction sale notices and bank repossessions.
Source: RealtyTrac.com U.S. Foreclosure Market Report. 37
Distressed Sales Have Started to Rise Again
2.0%
1.5%
1.0%
-0.5%
-1.0%
-1.5%
-2.0%
-2.5%
-3.0%
-3.5%
3.0%
2.0%
1.0%
0.0%
-3.0%
-4.0%
Dec. ‘09
June ‘09
$800
$181M
$700
Second Liens
$600
Amount (Bn)
$500
$400
$661M
$300 Home Equity Lines of Credit (HELOCs)
$200
$100
$0
Note: Does not include approximately $200 billion of securitized HELOCs and junior liens. Source: FDIC Quarterly Banking Profile.
42
More Than Half of HELOCs and Second
Liens ($442B) Are Owned by the Big 4 Banks
B of A, $145
JPM, $121
Citi,
$55
Source: American Bankers Association’s Consumer Credit Delinquency Bulletin; Amherst Securities using data from Inside Mortgage Finance
and the FDIC Quarterly Banking Profile. 43
Delinquencies of HELOCs and CESs Are
Soaring
4.0%
Closed-End Junior Lien Mortgages
Home Equity Lines of Credit
3.5%
Percent Noncurrent (90+ days)
3.0%
2.5%
2.0%
1.5%
1.0%
0.5%
0.0%
20,000M
$255M
$47M
$30,693M
$28,414M
$257M $24,578M
10,000M $95M
$17,215M
$381M
$95M $10,373M $11,250M
$5,404M
M
2002 2003 2004 2006 2007 2008 2009
1.5
4.23
Debt-to-Equity Ratio of Major Homebuilders
1.4 1.31
1.2
1.1
0.95
0.9
0.80 0.80
0.76
0.73
0.8
0.6
0.3
0.20
0.2 0.07
0.00 0.00
0.0
-12.85
-0.2
NVR MDC RYL TOL MHO DHI MTH PHM BHS LEN KBH SPF BZH HOV
Source: Census Bureau
Source: Company filings.
48
Many Homebuilders Have
Too Much Inventory
2.0 1.88
1.68
1.55
1.5 1.38 1.39
1.30 1.29
1.15
1.0
0.65
0.5
0.24
0.0
-0.5
NVR MDC RYL TOL MHO DHI MTH PHM BHS LEN KBH SPF BZH HOV
-9.78
2.63
2.5
2.29
2.0 1.94
1.75 1.74
1.53 1.57 1.58 1.56 1.59
1.5
1.06
0.99
1.0
0.60
0.5
0.0
-0.5
-4.97
NVR MDC RYL TOL MHO DHI MTH PHM BHS LEN KBH SPF BZH HOV
Investment thesis
Stable, high-quality business with pricing power Tickers:
NYSE: BUD
Best of breed, owner-oriented management Euronext: ABI
Density in major markets creates high margins, returns Recent stock price:
Pro forma for deleveraging and synergies, $48 / €36
In 1989, three Brazilian investors – Jorge Paulo Lemann, Carlos Alberto Sicupira and
Marcel Telles – bought the brewer Companhia Cervejaria Brahma for $50 million
Ten years later, the trio merged Brahma with its main Brazilian rival, Companhia
Antártica Paulista in exchange for $1 billion in stock
+ =
Brahma, Antártica, AmBev,
formed in 1888 formed in 1885 formed in 1999
AmBev: A South American Powerhouse
In 1989 Brahma was the #2 brewer in Brazil, and losing ground rapidly
After acquiring Brahma, the trio cut workforce in half and raised EBITDA eightfold to
$500m (R$903m) on $1.8bn in sales in 1999 (28% EBITDA margin)
By 2000, AmBev was the world’s third largest brewer by volume sold, after Anheuser
Busch and Heineken; largest brewer in Latin America today and 4th in the world.
44.1% 43.1%44.7%
EBITDA (R$m) 42.3%
EBITDA margin 39.5% 10,361
37.0% 37.8%
35.4%
9,007
8,667
30.5%
26.6%
28.6% 27.8% 28.7% 7,445
23.5% 24.7% 23.8%
22.6% 6,305
20.8% 20.4% 21.1%
4,535
3,072
2,710
1,990
1,505
582 587 662 667 903
283 364 286 292 403
'90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09
Source: Company financials. 1990-1999 numbers refer to Brahma only.
AmBev: A South American Powerhouse
Brazil is the world’s 4th largest beer market in the world, and growing
AmBev has 68% of the Brazilian beer market and 18% of the carbonated
and non-carbonated soft drinks market
Market leader in
Argentina, Bolivia,
Paraguay and Uruguay
Meanwhile in Belgium…
Interbrew was a collection of brands dating back to 1366; by 1993, it was still
focused on its home market of Belgium
With the saturation of the beer market in Western Europe, Interbrew began an
aggressive expansion plan
That year, it was the third largest global brewer by volume, with Anheuser-
Busch in first place and SABMiller in second
By then it had well-known global brands such as Stella Artois, Beck’s, Bass,
Leffe, Labatt and Hoegaarden
The Merger: Interbrew + AmBev
Finally, in August 2004 Interbrew merged with the world’s fifth largest brewer (and
world’s most profitable), AmBev, creating InBev
The transaction was in the form of a stock swap; the three original investors in
Brahma – who got in for $50m in 1989 – now owned a 25% economic interest in the
combined company and, together with the founders of Interbrew, control over 54% of
the company
Marcel Telles
Do What They Do Best: Cut Costs
AmBev’s management quickly took over the Belgium headquarters and implemented
their signature cost cutting measures, Zero Based Budgeting, and other efficiency
programs
InBev’s New Goal: Biggest to Best
Through merger synergies, management was able to beat its 30% EBITDA margin
by 2007 goal
Rolled out the same compensation incentive programs first used at Brahma
'96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09
Source: Company financials, T2 Partners estimates. Historical euro numbers converted to USD at EUR/USD = 1.35.
Next: Anheuser-Busch
InBev’s management wasted no time: the transaction closed on Nov. 18 and by Dec.
31 there were $250m of realized merger synergies, with 1,000 jobs slashed before
the deal even closed
Synergy guidance was raised from $1.5bn to $2.25bn in early 2009, with $1.0bn to
be realized that year; the goal was beat, with $1.1bn in 2009
With diminishing gains in market share, new era for beer makers: cutting the fat
What Happened in 2009
$12bn in EBITDA, over 200 brands, and 13 brands with over $1bn in sales
Growth of 16.6% in EBITDA during 2009, margin up to 35.5% (415 bps sequentially)
Vo lu m e s Ma rke t Ma rke t
Ma rke t
(’000 h L) P o s itio n S h a re
Top two markets are most profitable per hectoliter: North America & Brazil
Source: Company financials, T2 Partners estimates. EBITDA does not include -204m of consolidation not attributable to any particular segment.
Why AB-InBev is Cheap
Modelo, brewer of Corona in Mexico, is 50.2% owned by AB-InBev; free cash flow
not consolidated in financial statements
Achievement of target net debt / EBITDA of 2x will release another $800m in cash
Because AmBev is 62% owned by AB-InBev and has higher margins, we must do a
“look-through” FCF analysis to arrive at FCF attributable to AB-InBev:
Source: Company financials, T2 Partners estimates. Capex per guidance and estimate of maintenance capex.
Pro Forma 2012 Free Cash Flow
Given management’s tremendous track record over the past two decades integrating
acquisitions and growing the business, we believe synergies and growth are very
achievable:
USD ’000
FCF attributable to AB-InBev (2009) 5,823
(+) Organic growth 1,000
(+) Remaining synergies 890
(+) FCF improvement from deleverage, fully taxed 800
(+) FCF from Modelo (look-thru, 2009E) 500
Pro forma FCF 9,013
Diluted shares outstanding 1,593
FCF / share 5.66
Recent price $48.30
Price / FCF multiple 8.5 x
Source: Company financials, T2 Partners estimates. Assumes tax rate at 27%, high end of guidance.
Potential Upside
Or, to look at it another way, you can currently buy BUD with an entry FCF yield of
10% for a business that can probably grow at GDP + inflation for a long time, giving
you a long term IRR of at least 15% without any multiple expansion.
Acquisitions
Questions?