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Form 8-K TRIPLE-S MANAGEMENT CORP For: May 07

May 7, 2015 3:51 PM EDT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 7, 2015
TRIPLE-S MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)

Puerto Rico
001-33865
66-0555678
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
Registrant’s telephone number, including area code: 787-749-4949

1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920
(Address of Principal Executive Offices and Zip Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 


Item 2.02. Results of Operations and Financial Condition.

On May 7, 2015, Triple-S Management Corporation issued a press release announcing its unaudited financial results for the quarter ended March 31, 2015, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02 of  this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.
 
99.1 Press release, dated May 7, 2015, issued by Triple-S Management Corporation.
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
TRIPLE-S MANAGEMENT CORPORATION
 
       
Date: May 7, 2015
By:
/s/ Ramón M. Ruiz-Comas
 
   
Name: Ramón M. Ruiz-Comas
 
   
Title: President & Chief Executive Officer
 
 
 


Exhibit 99.1
 
 
 
Triple-S Management Corporation
 
1441 F.D. Roosevelt Ave.
 
San Juan, PR 00920
 
www.triplesmanagement.com

FOR FURTHER INFORMATION:

AT THE COMPANY:
INVESTOR RELATIONS:
Amílcar Jordan
Kathy Waller
VP of Finance and Chief Financial Officer
AllWays Communicate, LLC
(787) 749-4949
(312) 543-6708

Triple-S Management Corporation Reports First Quarter 2015 Results

SAN JUAN, Puerto Rico, May 7, 2015 – Triple-S Management Corporation (NYSE: GTS), a leading managed care company in Puerto Rico, today announced consolidated revenues of $581.7 million and net income of $14.8 million, or $0.56 per diluted share for the quarter ended March 31, 2015.

Quarterly Consolidated Highlights

Consolidated operating revenues were $573.8 million;
Consolidated operating income was $14.0 million;
Consolidated loss ratio was 81.2%;
Medical loss ratio (MLR) was 84.7%;
Managed Care member month enrollment decreased 3.1% year over year.

Ramón Ruiz-Comas, President and Chief Executive Officer of Triple-S Management said, “Overall, we reported good results in a quarter that typically has high utilization. MLR continues to improve in our Commercial business despite declining membership, reinforcing our strategic decision to focus on profitability over market share and further align price increases with claims trends.  In spite of ongoing challenges in the Medicare Advantage business, Managed Care operating income nearly tripled. The Life Insurance segment had another solid performance and the Property & Casualty business doubled its quarterly operating profit.”

Ruiz-Comas continued, “Although MLR in the Medicare Advantage segment increased during the period, the business had a better showing than we anticipated, largely reflecting the progress of initiatives implemented by Madeline Hernández, the new head of that business unit. The legacy American Health and Triple-S offerings have been consolidated into a single HMO and PPO product and the number of IPA providers has been halved. Having strengthened her executive staff, Madeline will be mainly focused on streamlining and automating information flows within the organization, emphasizing improved STAR ratings and making the business more consumer-centric.”
 

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He concluded, “We were pleased with our quarterly performance and our strong balance sheet will aid us in continuing to navigate what has been a difficult environment. Nonetheless, given the issues that we face, including declining Medicare rates, the local government’s fiscal situation, the weak local economy, and the uncertainty surrounding the local government’s tax reform legislation, we are not providing 2015 guidance.”

Selected Quarterly Details

Pro Forma Net Income Was $9.8 Million, or $0.37 Per Diluted Share.  Weighted average shares outstanding were 26.6 million. This compares with pro forma net income of $6.9 million, or $0.25 per diluted share, in the corresponding quarter of 2014, based on weighted average shares outstanding of 27.4 million.
Managed Care Membership.  Our Managed Care membership decreased by 3.0% year over year, reflecting declines in the Commercial fully-insured and self-insured membership of 12.2% and 8.6%, respectively. Medicare membership was down 2.9% year over year, to 116,292. Medicaid membership (all self-funded) rose 0.6%, to 1,407,045.
Consolidated Premiums Earned Fell 1.7%, to $532.6 Million.  The decrease in consolidated premiums earned was principally due to lower Managed Care and Property & Casualty premiums, partially offset by higher premiums in the Life Insurance segment.  The lower Managed Care premiums earned primarily reflect the decline in fully-insured Commercial member month enrollment.
Administrative Service Fees Were Down 2.0%, to $29.1 Million.  The lower service fee income reflects the reduction in self-funded Commercial membership described above.
Managed Care MLR Improved 190 Basis Points, to 84.7%.  The lower MLR largely reflects favorable prior-period reserve developments in both the Commercial and Medicare sectors, offset in part by higher pharmacy costs.
Consolidated Loss Ratio Fell 170 basis points, to 81.2%.  The consolidated loss ratio reflects improvements in the Managed Care MLR and the Property and Casualty segment’s loss ratio of 190 and 270 basis points, respectively.
Consolidated Operating Expense Ratio Rose 80 Basis Points, to 22.7%.  The higher consolidated operating expense ratio is mostly due to the decrease in consolidated premiums earned and an increase in professional services incurred.
Consolidated Operating Income Increased to $14.0 Million.  The increase in operating income primarily reflects improved profitability in the Managed Care segment, resulting in a 70-basis-point increase in the consolidated operating margin.
Share Repurchase Program. The Corporation repurchased 683,000 shares during the quarter, leaving $29.7 million remaining under the current buyback authorization.
 

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Pro Forma Net Income
 
(Unaudited)
 
Three months
ended March 31,
 
(dollar amounts in millions)
 
2015
   
2014
 
Net income
 
$
14.8
   
$
7.0
 
Less pro forma adjustments:
               
Net realized investment gains, net of tax
   
5.0
     
0.1
 
Pro forma net income
 
$
9.8
   
$
6.9
 
Diluted pro forma net income per share
 
$
0.37
   
$
0.25
 

Segment Performance

Triple-S Management operates in three segments: 1) Managed Care, 2) Life Insurance, and 3) Property & Casualty Insurance. Management evaluates performance based primarily on the operating revenues and operating income of each segment. Operating revenues include premiums earned, net, administrative service fees and net investment income. Operating costs include claims incurred and operating expenses. The Company calculates operating income or loss as operating revenues minus operating expenses. Operating margin is defined as operating income or loss divided by operating revenues. The adjusted medical loss ratio accounts for subsequent adjustments to estimates, such as MA premium adjustments and prior period reserve developments, and presents them in the corresponding period.
 

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(Unaudited)
 
Three months ended March 31,
 
(dollar amounts in millions)
 
2015
   
2014
   
Percentage
Change
 
Premiums earned, net:
 
   
   
 
Managed Care:
           
Commercial
 
$
212.5
   
$
229.7
     
(7.5
%)
Medicare
   
260.0
     
254.3
     
2.2
%
Total Managed Care
   
472.5
     
484.0
     
(2.4
%)
Life Insurance
   
37.8
     
35.0
     
8.0
%
Property and Casualty
   
22.8
     
23.5
     
(3.0
%)
Other
   
(0.5
)
   
(0.6
)
   
16.7
%
Consolidated premiums earned, net
 
$
532.6
   
$
541.9
     
(1.7
%)
Operating revenues:
                       
Managed Care
 
$
505.5
   
$
518.5
     
(2.5
%)
Life Insurance
   
43.6
     
40.6
     
7.4
%
Property and Casualty
   
24.9
     
25.4
     
(2.0
%)
Other
   
(0.2
)
   
-
     
(100.0
%)
Consolidated operating revenues
 
$
573.8
   
$
584.5
     
(1.8
%)
Operating income:
                       
Managed Care
 
$
11.0
   
$
4.1
     
168.3
%
Life Insurance
   
4.8
     
5.2
     
(7.7
%)
Property and Casualty
   
1.5
     
0.7
     
114.3
%
Other
   
(3.3
)
   
-
     
(100.0
%)
Consolidated operating income
 
$
14.0
   
$
10.0
     
40.0
%
Operating margin:
                       
Managed Care
   
2.2
%
   
0.8
%
   
140
bp
Life Insurance
   
11.0
%
   
12.8
%
   
-180
bp
Property and Casualty
   
6.0
%
   
2.8
%
   
320
bp
Consolidated
   
2.4
%
   
1.7
%
   
70
bp
Depreciation and amortization expense
 
$
4.2
   
$
5.1
     
(17.6
%)
 

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Managed Care Additional Data
 
Three months ended
March 31,
 
(Unaudited)
 
2015
   
2014
 
Member months enrollment:
       
Commercial:
       
Fully-insured
   
1,143,729
     
1,319,412
 
Self-insured
   
574,334
     
627,406
 
Total Commercial
   
1,718,063
     
1,946,818
 
Medicare:
               
Medicare Advantage
   
347,082
     
319,289
 
Stand-alone PDP
   
-
     
41,597
 
Total Medicare
   
347,082
     
360,886
 
Medicaid - Self-insured
   
4,229,082
     
4,190,459
 
Total member months
   
6,294,227
     
6,498,163
 
Claim liabilities (in millions)
 
$
259.5
   
$
249.3
 
Days claim payable
   
58
     
56
 
Premium PMPM:
               
Managed Care
 
$
316.94
   
$
288.04
 
Commercial
   
185.80
     
174.09
 
Medicare
   
749.10
     
704.65
 
Medical loss ratio
   
84.7
%
   
86.6
%
Commercial
   
83.2
%
   
89.0
%
Medicare Advantage
   
85.8
%
   
84.2
%
Stand-alone PDP
   
-
     
96.5
%
Adjusted medical loss ratio
   
87.5
%
   
86.3
%
Commercial
   
85.4
%
   
88.3
%
Medicare Advantage
   
89.0
%
   
84.4
%
Stand-alone PDP
   
-
     
98.4
%
Operating expense ratio:
               
Consolidated
   
22.7
%
   
21.9
%
Managed Care
   
18.8
%
   
18.5
%

* Information provided as of December 31, 2014.
 

Triple-S Management Corporation
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Managed Care Membership by Segment
 
As of March 31,
 
(Unaudited)
 
2015
   
2014
 
Members:
       
Commercial:
       
Fully-insured
   
377,798
     
430,403
 
Self-insured
   
190,624
     
208,498
 
Total Commercial
   
568,422
     
638,901
 
Medicare:
               
Medicare Advantage
   
116,292
     
105,991
 
Stand-alone PDP
   
-
     
13,826
 
Total Medicare
   
116,292
     
119,817
 
Medicaid - Self-insured
   
1,407,045
     
1,398,243
 
Total members
   
2,091,759
     
2,156,961
 

Conference Call and Webcast

Management will host a conference call and webcast on May 7, 2015 at 9:00 a.m. Eastern Time to discuss its financial results for the three months ended March 31, 2015. To participate, callers within the U.S. and Canada should dial 1-855-327-6837, and international callers should dial 1-631-982-4565 about five minutes before the call.

To listen to the webcast, participants should visit the “Investor Relations” section of the Company’s Web site at www.triplesmanagement.com several minutes before the event is broadcast and follow the instructions provided to ensure they have the necessary audio application downloaded and installed. This program is provided at no charge to the user. An archived version of the call, also located on the “Investor Relations” section of Triple-S Management’s Web site, will be available about two hours after the call ends and for at least the following two weeks. This news release, along with other information relating to the call, will be available on the “Investor Relations” section of the Web site.

About Triple-S Management Corporation

Triple-S Management Corporation is an independent licensee of the Blue Cross Blue Shield Association. It is one of the leading players in the managed care industry in Puerto Rico. Triple-S Management has the exclusive right to use the Blue Cross Blue Shield name and mark throughout Puerto Rico, the U.S. Virgin Islands, and Costa Rica. With more than 50 years of experience in the industry, Triple-S Management offers a broad portfolio of managed care and related products in the Commercial and Medicare Advantage markets under the Blue Cross Blue Shield marks. In addition to its managed care business, Triple-S Management provides non-Blue Cross Blue Shield branded life and property and casualty insurance in Puerto Rico.
 

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For more information about Triple-S Management, visit www.triplesmanagement.com or contact [email protected].

Forward-Looking Statements

This document contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information about possible or assumed future sales, results of operations, developments, regulatory approvals or other circumstances. Sentences that include “believe”, “expect”, “plan”, “intend”, “estimate”, “anticipate”, “project”, “may”, “will”, “shall”, “should” and similar expressions, whether in the positive or negative, are intended to identify forward-looking statements.

All forward-looking statements in this news release reflect management’s current views about future events and are based on assumptions and subject to risks and uncertainties. Consequently, actual results may differ materially from those expressed here as a result of various factors, including all the risks discussed and identified in public filings with the U.S. Securities and Exchange Commission (SEC).

In addition, the Company operates in a highly competitive, constantly changing environment, influenced by very large organizations that have resulted from business combinations, aggressive marketing and pricing practices of competitors, and regulatory oversight. The following factors, if markedly different from the Company’s planning assumptions (either individually or in combination), could cause Triple-S Management’s results to differ materially from those expressed in any forward-looking statements shared here:

Trends in health care costs and utilization rates
Ability to secure sufficient premium rate increases
Competitor pricing below market trends of increasing costs
Re-estimates of policy and contract liabilities
Changes in government laws and regulations of managed care, life insurance or property and casualty insurance
Significant acquisitions or divestitures by major competitors
Introduction and use of new prescription drugs and technologies
A downgrade in the Company’s financial strength ratings
A downgrade in the Government of Puerto Rico’s debt
Litigation or legislation targeted at managed care, life insurance or property and casualty insurance companies
Ability to contract with providers consistent with past practice
Ability to successfully implement the Company’s disease management, utilization management and Star ratings programs
Ability to maintain Federal Employees, Medicare and Medicaid contracts
Volatility in the securities markets and investment losses and defaults
General economic downturns, major disasters, and epidemics
 

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This list is not exhaustive. Management believes the forward-looking statements in this release are reasonable. However, there is no assurance that the actions, events or results anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on the Company’s results of operations or financial condition. In view of these uncertainties, investors should not place undue reliance on any forward-looking statements, which are based on current expectations. In addition, forward-looking statements are based on information available the day they are made, and (other than as required by applicable law, including the securities laws of the United States) the Company does not intend to update or revise any of them in light of new information or future events.

Readers are advised to carefully review and consider the various disclosures in the Company’s SEC reports.

-FINANCIAL TABLES ATTACHED-
 

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Condensed Consolidated Balance Sheets
(Dollar amounts in thousands, except per share data)
Unaudited

   
March 31,
2015
   
December 31,
2014
 
Assets
 
   
 
   
   
 
Investments
 
$
1,281,065
   
$
1,323,859
 
Cash and cash equivalents
   
186,322
     
110,037
 
Premium and other receivables, net
   
312,952
     
315,622
 
Deferred policy acquisition costs and value of business acquired
   
183,559
     
184,100
 
Property and equipment, net
   
76,283
     
78,343
 
Other assets
   
159,824
     
133,775
 
                 
Total assets
 
$
2,200,005
   
$
2,145,736
 
                 
                 
Liabilities and Stockholders’ Equity
               
                 
Policy liabilities and accruals
 
$
947,392
   
$
935,613
 
Accounts payable and accrued liabilities
   
316,218
     
277,630
 
Long-term borrowings
   
74,057
     
74,467
 
                 
Total liabilities
   
1,337,667
     
1,287,710
 
                 
Stockholders’ equity:
               
Common stock
   
26,525
     
27,032
 
Other stockholders’ equity
   
836,375
     
831,526
 
                 
Total Triple-S Management Corporation stockholders’ equity
   
862,900
     
858,558
 
                 
Non-controlling interest in consolidated subsidiary
   
(562
)    
(532
)
                 
Total stockholders’ equity
   
862,338
     
858,026
 
                 
Total liabilities and stockholders’ equity
 
$
2,200,005
   
$
2,145,736
 
 

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Condensed Consolidated Statements of Earnings
(Dollar amounts in thousands, except per share data)
Unaudited
 
   
For the Three Months Ended
March 31,
 
   
2015
   
2014
 
Revenues:
       
Premiums earned, net
 
$
532,558
   
$
541,852
 
Administrative service fees
   
29,123
     
29,750
 
Net investment income
   
10,918
     
11,351
 
Other operating revenues
   
1,153
     
1,494
 
                 
Total operating revenues
   
573,752
     
584,447
 
                 
Net realized investment gains (losses):
               
Total other-than-temporary impairment losses on securities
   
(1,202)
     
-
 
Net realized gains, excluding other-than-temporary impairment losses on securities
   
7,415
     
126
 
                 
Total net realized investment gains
   
6,213
     
126
 
                 
Other income, net
   
1,759
     
246
 
                 
Total revenues
   
581,724
     
584,819
 
                 
Benefits and expenses:
               
Claims incurred
   
432,430
     
449,107
 
Operating expenses
   
127,375
     
125,367
 
                 
Total operating costs
   
559,805
     
574,474
 
                 
Interest expense
   
2,182
     
2,305
 
                 
Total benefits and expenses
   
561,987
     
576,779
 
                 
Income before taxes
   
19,737
     
8,040
 
                 
Income tax expense
   
4,931
     
1,111
 
                 
Net income
   
14,806
     
6,929
 
                 
Less: Net loss attributable to the non-controlling interest
   
30
     
26
 
                 
Net income attributable to TSM
 
$
14,836
   
$
6,955
 
                 
Earnings per share attributable to TSM:
               
                 
Basic net income per share
 
$
0.56
   
$
0.26
 
Diluted earnings per share
 
$
0.56
   
$
0.25
 
 

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Condensed Consolidated Statements of Cash Flows
(Dollar amounts in thousands, except per share data)
Unaudited

   
For the Three Months Ended
March 31,
 
 
2015
   
2014
 
         
Net cash provided by operating activities
 
$
38,776
   
$
21,469
 
                 
Cash flows from investing activities:
               
Proceeds from investments sold or matured:
               
Securities available for sale:
               
Fixed maturities sold
   
139,115
     
53,701
 
Fixed maturities matured/called
   
30,320
     
12,758
 
Equity securities sold
   
28,566
     
27,632
 
Securities held to maturity:
               
Fixed maturities matured/called
   
-
     
124
 
Acquisition of investments:
               
Securities available for sale:
               
Fixed maturities
   
(126,895
)
   
(80,146
)
Equity securities
   
(11,973
)
   
(17,123
)
Securities held to maturity:
               
Fixed maturities
   
-
     
(250
)
Other investments
   
(1,549
)
   
(128
)
Net outflows from policy loans
   
(137
)
   
(29
)
Net capital expenditures
   
(1,463
)
   
(1,917
)
                 
Net cash provided by (used in) investing activities
   
55,984
     
(5,378
)
                 
Cash flows from financing activities:
               
Change in outstanding checks in excess of bank balances
   
(2,428
)
   
(1,021
)
Repayments of long-term borrowings
   
(410
)
   
(498
)
Repurchase and retirement of common stock
   
(14,997
)
   
(2,998
)
Proceeds from policyholder deposits
   
3,047
     
1,344
 
Surrenders of policyholder deposits
   
(3,687
)
   
(2,546
)
                 
Net cash used in financing activities
   
(18,475
)
   
(5,719
)
                 
Net increase in cash and cash equivalents
   
76,285
     
10,372
 
                 
Cash and cash equivalents, beginning of period
   
110,037
     
74,356
 
                 
Cash and cash equivalents, end of period
 
$
186,322
   
$
84,728
 
 
 
###


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