UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20192020

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                           to                        

COMMISSION FILE NUMBER:  001-33865

TRIPLE-S MANAGEMENT CORPORATION

Puerto Rico 66-0555678
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

1441 F.D. Roosevelt Avenue  
San Juan, Puerto Rico 00920
(Address of principal executive offices) (Zip code)

(787) 749-4949
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)
(787) 749-4949
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s) 
Name of each exchange on which registered 
Common Stock Class B, $1.00 par valueGTSNew York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 
Accelerated filer 
Non-accelerated filer 
Smaller reporting company 
Emerging growth company 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of each class
Outstanding at September 30, 20192020
  
Common Stock Class B, $1.00 par value24,333,03623,430,222





Table of Contents

Triple-S Management Corporation

FORM 10-Q

For the Quarter Ended September 30, 20192020

Table of Contents

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2



Part I -  Financial Information

Item 1.  Financial Statements

Triple-S Management Corporation
Condensed Consolidated Interim Balance Sheets (Unaudited)
(dollar amounts in thousands, except share data)


 
September 30,
2019
  
December 31,
2018
 
       
September 30,
2020
  
December 31,
2019
 
Assets            
Investments and cash:            
Fixed maturities available for sale, at fair value $1,268,910  $1,199,402  $1,362,000  $1,242,883 
Fixed maturities held to maturity, at amortized cost  1,860   2,492   1,867   1,860 
Equity investments, at fair value  267,283   279,164   389,078   287,525 
Other invested assets, at net asset value  97,084   74,015   110,765   100,508 
Policy loans  10,566   9,469   10,621   10,861 
Cash and cash equivalents  98,932   117,544   129,603   109,837 
Total investments and cash  1,744,635   1,682,086   2,003,934   1,753,474 
Premiums and other receivables, net  608,305   628,444   546,959   567,692 
Deferred policy acquisition costs and value of business acquired  232,948   215,159   243,663   234,885 
Property and equipment, net  86,299   81,923   130,220   88,588 
Deferred tax asset  61,680   79,010   68,637   77,294 
Goodwill  28,970   25,397   28,614   28,599 
Other assets  67,529   48,229   98,260   68,294 
Total assets $2,830,366  $2,760,248  $3,120,287  $2,818,826 
Liabilities and Stockholders’ Equity        
Liabilities and Stockholders' Equity        
Claim liabilities $801,991  $936,789  $786,920  $709,258 
Liability for future policy benefits  381,264   361,495   408,116   386,017 
Unearned premiums  88,281   82,990   95,608   93,301 
Policyholder deposits  177,129   174,110   202,663   189,120 
Liability to Federal Employees’ Health Benefits and Federal Employees’ Programs  44,947   44,926 
Liability to Federal Employees' Health Benefits and Federal Employees' Programs  57,874   47,781 
Accounts payable and accrued liabilities  322,207   275,228   387,465   325,761 
Deferred tax liability  10,283   3,245   12,254   10,257 
Short-term borrowings  82,500   54,000 
Long-term borrowings  26,492   28,883   53,836   25,694 
Liability for pension benefits  29,081   31,274   23,364   34,465 
Total liabilities  1,881,675   1,938,940   2,110,600   1,875,654 
Stockholders’ equity:                
Triple-S Management Corporation stockholders’ equity        
Common stock Class A, $1 par value. Authorized 100,000,000 shares; issued and outstanding 950,968 at December 31, 2018  -   951 
Common stock Class B, $1 par value. Authorized 100,000,000 shares; issued and outstanding 24,333,036 and 21,980,492 shares at September 30, 2019 and December 31, 2018, respectively  24,333   21,980 
Triple-S Management Corporation stockholders' equity        
Common stock Class B, $1 par value. Authorized 100,000,000 shares; issued and outstanding 23,430,222 and 23,799,633 shares at September 30, 2020 and December 31, 2019, respectively  23,430   23,800 
Additional paid-in capital  67,180   34,021   53,964   60,504 
Retained earnings  816,969   761,970   871,067   830,198 
Accumulated other comprehensive income  40,895   3,062   61,939   29,363 
Total Triple-S Management Corporation stockholders’ equity  949,377   821,984 
Total Triple-S Management Corporation stockholders' equity  1,010,400   943,865 
Non-controlling interest in consolidated subsidiary  (686)  (676)  (713)  (693)
Total stockholders’ equity  948,691   821,308 
Total liabilities and stockholders’ equity $2,830,366  $2,760,248 
Total stockholders' equity  1,009,687   943,172 
Total liabilities and stockholders' equity $3,120,287  $2,818,826 

See accompanying notes to unaudited condensed consolidated interim financial statements.

3



Triple-S Management Corporation
Condensed Consolidated Interim Statements of Earnings (Unaudited)
(dollar amounts in thousands, except per share data)


 
Three months ended
September 30,
  
Nine months ended
September 30,
 
 2019  2018  2019  2018  
Three months ended
September 30,
  
Nine months ended
September 30,
 
   ��         2020  2019  2020  2019 
Revenues:                        
Premiums earned, net $815,021  $742,445  $2,442,516  $2,236,249  $922,934  $815,021  $2,657,366  $2,442,516 
Administrative service fees  2,607   3,802   7,695   11,216   3,752   2,607   8,755   7,695 
Net investment income  15,176   16,168   45,614   45,630   14,168   15,176   42,294   45,614 
Other operating revenues  3,167   1,575   6,335   4,234   2,052   3,167   6,394   6,335 
Total operating revenues  835,971   763,990   2,502,160   2,297,329   942,906   835,971   2,714,809   2,502,160 
Net realized investment gains (losses)  1,087   (956)  4,766   1,065   507   1,087   (180)  4,766 
Net unrealized investment gains (losses) on equity investments  1,267   5,632   24,259   (11,343)  11,040   1,267   (17,428)  24,259 
Other income, net  485   1,943   3,359   3,600   1,811   485   6,217   3,359 
Total revenues  838,810   770,609   2,534,544   2,290,651   956,264   838,810   2,703,418   2,534,544 
Benefits and expenses:                                
Claims incurred  680,010   648,580   2,009,504   1,959,707   761,792   680,010   2,129,401   2,009,504 
Operating expenses  136,882   141,026   403,629   408,772   158,809   136,882   499,669   403,629 
Total operating costs  816,892   789,606   2,413,133   2,368,479   920,601   816,892   2,629,070   2,413,133 
Interest expense  2,062   2,000   5,681   5,515   2,096   2,062   5,813   5,681 
Total benefits and expenses  818,954   791,606   2,418,814   2,373,994   922,697   818,954   2,634,883   2,418,814 
Income (loss) before taxes  19,856   (20,997)  115,730   (83,343)
Income tax expense (benefit)  5,910   (3,430)  36,075   (30,944)
Net income (loss)  13,946   (17,567)  79,655   (52,399)
Net (loss) income attributable to non-controlling interest  (2)  -   (10)  1 
Net income (loss) attributable to Triple-S Management Corporation $13,948  $(17,567) $79,665  $(52,400)
Income before taxes  33,567   19,856   68,535   115,730 
Income tax expense  9,989   5,910   27,520   36,075 
Net income  23,578   13,946   41,015   79,655 
Net loss attributable to non-controlling interest  (3)  (2)  (20)  (10)
Net income attributable to Triple-S Management Corporation $23,581  $13,948  $41,035  $79,665 
Earnings per share attributable to Triple-S Management Corporation                                
Basic net income (loss) per share $0.59  $(0.77) $3.44  $(2.27)
Diluted net income (loss) per share $0.58  $(0.77) $3.43  $(2.27)
Basic net income per share $1.02  $0.59  $1.77  $3.44 
Diluted net income per share $1.02  $0.58  $1.76  $3.43 

See accompanying notes to unaudited condensed consolidated interim financial statements.

4



Triple-S Management Corporation
Condensed Consolidated Interim Statements of Comprehensive Income (Loss) (Unaudited)
(dollar amounts in thousands)


 
 
Three months ended
September 30,
  
Nine months ended
September 30,
 
  2019  2018  2019  2018 
Net income (loss) $13,946  $(17,567) $79,655  $(52,399)
Other comprehensive income (loss), net of tax:                
Net unrealized change in fair value of available for sale securities, net of taxes  9,290   (6,216)  37,660   (21,312)
Defined benefit pension plan:                
Actuarial loss, net  61   147   173   409 
Total other comprehensive income (loss), net of tax  9,351   (6,069)  37,833   (20,903)
Comprehensive income (loss)  23,297   (23,636)  117,488   (73,302)
Comprehensive (loss) income attributable to non-controlling interest  (2)  -   (10)  1 
Comprehensive income (loss) attributable to Triple-S Management Corporation $23,299  $(23,636) $117,498  $(73,303)
 
Three months ended
September 30,
  
Nine months ended
September 30,
 
  2020  2019  2020  2019 
Net income $23,578  $13,946  $41,015  $79,655 
Other comprehensive income, net of tax:                
Net unrealized change in fair value of available for sale securities, net of taxes  4,743   9,290   32,023   37,660 
Defined benefit pension plan:                
Actuarial loss, net  247   61   553   173 
Total other comprehensive income, net of tax  4,990   9,351   32,576   37,833 
Comprehensive income  28,568   23,297   73,591   117,488 
Comprehensive loss attributable to non-controlling interest  (3)  (2)  (20)  (10)
Comprehensive income attributable to Triple-S Management Corporation $28,571  $23,299  $73,611  $117,498 

See accompanying notes to unaudited condensed consolidated interim financial statements.

5




Triple-S Management Corporation
Condensed Consolidated Interim Statements of Stockholders’ Equity (Unaudited)
(dollar amounts in thousands)


  
Class A
Common
Stock
  
Class B
Common
Stock
  
Additional
Paid-in
Capital
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income (Loss)
  
Triple-S
Management
Corporation
Stockholders’
Equity
  
Non-controlling
Interest in
Consolidated
Subsidiary
  
Total
Stockholders’
Equity
 
Balance, December 31, 2018 $951  $21,980  $34,021  $761,970  $3,062  $821,984  $(676) $821,308 
Share-based compensation  -   177   1,409   -   -   1,586   -   1,586 
Repurchase and retirement of common stock  -   (1)  (15)  -   -   (16)  -   (16)
Comprehensive income (loss)  -   -   -   34,786   13,497   48,283   (3)  48,280 
Balance, March 31, 2019 $951  $22,156  $35,415  $796,756  $16,559  $871,837  $(679) $871,158 
Share-based compensation  -   44   4,276   -   -   4,320   -   4,320 
Comprehensive income (loss)  -   -   -   30,931   14,985   45,916   (5)  45,911 
Balance, June 30, 2019 $951  $22,200  $39,691  $827,687  $31,544  $922,073  $(684) $921,389 
Share-based compensation  -   1   2,816   -   -   2,817   -   2,817 
Issuance of Common Stock  48   -   1,151   -   -   1,199   -   1,199 
Stock dividend  -   1,133   23,522   (24,655)  -   -   -   - 
Dividend  -   -   -   (11)  -   (11)  -   (11)
Common Stock Class A conversion to Class B  (999)  999   -   -   -   -   -   - 
Comprehensive income (loss)  -   -   -   13,948   9,351   23,299   (2)  23,297 
Balance, September 30, 2019 $-  $24,333  $67,180  $816,969  $40,895  $949,377  $(686) $948,691 
                                 
Balance, December 31, 2017 $951  $22,627  $53,142  $785,390  $51,254  $913,364  $(682) $912,682 
Share-based compensation  -   285   106   -   -   391   -   391 
Repurchase and retirement of common stock  -   (580)  (14,095)  -   -   (14,675)  -   (14,675)
Comprehensive income (loss)  -   -   -   3,914   (6,763)  (2,849)  -   (2,849)
Cumulative effect adjustment due to implementation of ASU 2016-01  -   -   -   39,882   (39,882)  -   -   - 
Balance, March 31, 2018 $951  $22,332  $39,153  $829,186  $4,609  $896,231  $(682) $895,549 
Share-based compensation  -   -   2,151   -   -   2,151   -   2,151 
Repurchase and retirement of common stock  -   (89)  (2,254)  -   -   (2,343)  -   (2,343)
Comprehensive (loss) income  -   -   -   (38,747)  (8,071)  (46,818)  1   (46,817)
Balance, June 30, 2018 $951  $22,243  $39,050  $790,439  $(3,462) $849,221  $(681) $848,540 
Share-based compensation  -   3   916   -   -   919   -   919 
Repurchase and retirement of common stock  -   (260)  (5,735)  -   -   (5,995)  -   (5,995)
Comprehensive (loss) income  -   -   -   (17,567)  (6,069)  (23,636)  10   (23,626)
Balance, September 30, 2018 $951  $21,986  $34,231  $772,872  $(9,531) $820,509  $(671) $819,838 
  
Class A
Common
Stock
  
Class B
Common
Stock
  
Additional
Paid-in
Capital
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income
  
Triple-S
Management
Corporation
Stockholders’
Equity
  
Non-controlling
Interest in
Consolidated
Subsidiary
  
Total
Stockholders’
Equity
 
Balance, December 31, 2019 $0  $23,800  $60,504  $830,198  $29,363  $943,865  $(693) $943,172 
Share-based compensation  0   590   1,769   0   0   2,359   0   2,359 
Repurchase and retirement of common stock  0   (584)  (8,511)  0   0   (9,095)  0   (9,095)
Comprehensive (loss) income  0   0   0   (26,145)  16,032   (10,113)  (7)  (10,120)
Cummulative effect adjustment due to implementation of ASU 2016-13  0   0   0   (166)  0   (166)  0   (166)
Balance, March 31, 2020 $0  $23,806  $53,762  $803,887  $45,395  $926,850  $(700) $926,150 
Share-based compensation  0   7   4,228   0   0   4,235   0   4,235 
Repurchase and retirement of common stock  0   (375)  (5,618)  0   0   (5,993)  0   (5,993)
Comprehensive income (loss)  0   0   0   43,599   11,554   55,153   (10)  55,143 
Balance, June 30, 2020 $0  $23,438  $52,372  $847,486  $56,949  $980,245  $(710) $979,535 
Share-based compensation  0   7   1,842   0   0   1,849   0   1,849 
Repurchase and retirement of common stock  0   (15)  (250)  0   0   (265)  0   (265)
Comprehensive income (loss)  0   0   0   23,581   4,990   28,571   (3)  28,568 
Balance, September 30, 2020 $0  $23,430  $53,964  $871,067  $61,939  $1,010,400  $(713) $1,009,687 
                                 
Balance, December 31, 2018 $951  $21,980  $34,021  $761,970  $3,062  $821,984  $(676) $821,308 
Share-based compensation  0   177   1,409   0   0   1,586   0   1,586 
Repurchase and retirement of common stock  0   (1)  (15)  0   0   (16)  0   (16)
Comprehensive income (loss)  0   0   0   34,786   13,497   48,283   (3)  48,280 
Balance, March 31, 2019 $951  $22,156  $35,415  $796,756  $16,559  $871,837  $(679) $871,158 
Share-based compensation  0   44   4,276   0   0   4,320   0   4,320 
Comprehensive income (loss)  0   0   0   30,931   14,985   45,916   (5)  45,911 
Balance, June 30, 2019 $951  $22,200  $39,691  $827,687  $31,544  $922,073  $(684) $921,389 
Share-based compensation  0   1   2,816   0   0   2,817   0   2,817 
Issuance of Common Stock  48   0   1,151   0   0   1,199   0   1,199 
Stock dividend  0   1,133   23,522   (24,655)  0   0   0   0 
Dividend  0   0   0   (11)  0   (11)  0   (11)
Common Stock Class A conversion to Class B  (999)  999   0   0   0   0   0   0 
Comprehensive income (loss)  0   0   0   13,948   9,351   23,299   (2)  23,297 
Balance, September 30, 2019 $0  $24,333  $67,180  $816,969  $40,895  $949,377  $(686) $948,691 

See accompanying notes to unaudited condensed consolidated interim financial statements.


6


Triple-S Management Corporation
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
(Dollar amounts in thousands)


 
Nine months ended
September 30,
 
 2019  2018  
Nine months ended
September 30,
 
       2020  2019 
Cash flows from operating activities:            
Net income (loss) $79,655  $(52,399)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:        
Net income $41,015  $79,655 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  10,729   9,933   10,855   10,729 
Net amortization of investments  1,484   3,747   2,151   1,484 
Additions to the allowance for doubtful receivables  2,476   7,085 
Deferred tax expense (benefit)  14,570   (33,006)
Net realized investment gain on sale of securities  (4,766)  (1,065)
Net unrealized (gains) losses on equity investments  (24,259)  11,343 
Provision for doubtful receivables  2,229   2,476 
Deferred tax expense  2,277   14,570 
Net realized investment losses (gains) on sale of securities  180   (4,766)
Net unrealized losses (gains) on equity investments  17,428   (24,259)
Interest credited to policyholder deposits  4,414   4,288   4,788   4,414 
Share-based compensation  8,723   3,462   8,443   8,723 
Gain on sale of property and equipment  154   0 
Decrease (increase) in assets:                
Premium and other receivables, net  17,663   259,345   26,038   17,663 
Deferred policy acquisition costs and value of business acquired  (20,004)  (5,943)  (10,827)  (20,004)
Deferred taxes  114   606   (109)  114 
Other assets  (12,428)  (19,657)  (29,831)  (12,428)
(Decrease) increase in liabilities:        
Increase (decrease) in liabilities:        
Claim liabilities  (134,798)  (68,762)  77,662   (134,798)
Liability for future policy benefits  19,769   15,859   22,099   19,769 
Unearned premiums  5,291   (7,805)  2,307   5,291 
Liability to Federal Employees' Health Benefits and Federal Employees' Programs  21   (10,407)  10,093   21 
Accounts payable and accrued liabilities  27,891   (120,552)  36,729   27,891 
Net cash used in operating activities  (3,455)  (3,928)
Net cash provided by (used in) operating activities  223,681   (3,455)

(Continued)

7



Triple-S Management Corporation
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
(Dollar amounts in thousands)

  
Nine months ended
September 30,
 
  2019  2018 
       
Cash flows from investing activities:      
Proceeds from investments sold or matured:      
Securities available for sale:      
Fixed maturities sold $365,383  $1,042,720 
Fixed maturities matured/called  19,017   18,133 
Securities held to maturity:        
Fixed maturities matured/called  1,378   2,066 
Equity investments sold  126,134   150,024 
Other invested assets sold  3,379   2,040 
Acquisition of investments:        
Securities available for sale:        
Fixed maturities  (397,956)  (1,113,587)
Securities held to maturity:        
Fixed maturities  (748)  (2,238)
Equity investments  (88,945)  (113,108)
Other invested assets  (24,233)  (38,501)
Increase in other investments  (2,710)  (144)
Net change in policy loans  (1,097)  (603)
Net capital expenditures  (14,746)  (12,315)
Net cash used in investing activities  (15,144)  (65,513)
Cash flows from financing activities:        
Change in outstanding checks in excess of bank balances  3,808   9,104 
Repayments of long-term borrowings  (2,425)  (2,427)
Repurchase and retirement of common stock  (1)  (22,390)
Proceeds from policyholder deposits  15,060   14,726 
Surrenders of policyholder deposits  (16,455)  (21,422)
Net cash used in financing activities  (13)  (22,409)
Net decrease in cash and cash equivalents  (18,612)  (91,850)
Cash and cash equivalents:        
Beginning of period  117,544   198,941 
End of period $98,932  $107,091 

  
Nine months ended
September 30,
 
  2020  2019 
       
Cash flows from investing activities:      
Proceeds from investments sold or matured:      
Securities available for sale:      
Fixed maturities sold $94,557  $365,383 
Fixed maturities matured/called  37,450   19,017 
Securities held to maturity:        
Fixed maturities matured/called  1,079   1,378 
Equity investments sold  80,152   126,134 
Other invested assets sold  13,231   3,379 
Acquisition of investments:        
Securities available for sale:        
Fixed maturities  (206,387)  (397,956)
Securities held to maturity:        
Fixed maturities  (1,087)  (748)
Equity investments  (201,324)  (88,945)
Other invested assets  (25,442)  (24,233)
Increase in other investments  (3,924)  (2,710)
Net change in policy loans  240   (1,097)
Net capital expenditures  (52,549)  (14,746)
Capital contribution on equity method investees  (7,083)  0 
Net cash used in investing activities  (271,087)  (15,144)
Cash flows from financing activities:        
Change in outstanding checks in excess of bank balances  16,814   3,808 
Net change in short-term borrowings  28,500   0 
Proceeds from long-term borrowings  30,841   0 
Repayments of long-term borrowings  (2,760)  (2,425)
Repurchase and retirement of common stock  (14,980)  (1)
Proceeds from policyholder deposits  21,586   15,060 
Surrenders of policyholder deposits  (12,829)  (16,455)
Net cash provided by (used in) financing activities  67,172   (13)
Net increase (decrease) in cash and cash equivalents  19,766   (18,612)
Cash and cash equivalents:        
Beginning of period  109,837   117,544 
End of period $129,603  $98,932 

See accompanying notes to unaudited condensed consolidated interim financial statements.


8

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


(1)Basis of Presentation


The accompanying condensed consolidated interim financial statements prepared by Triple-S Management Corporation and its subsidiaries are unaudited.  In this filing, the “Corporation”, the “Company”, “TSM”, “we”, “us” and “our” refer to Triple-S Management Corporation and its subsidiaries.  The condensed consolidated interim financial statements do not include all of the information and the footnotes required by accounting principles generally accepted in the United States of America (GAAP or U.S. GAAP) for complete financial statement presentation pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  TheseAccordingly, these condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Corporation’sCompany’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.


In the opinion of management, all adjustments, consisting of a normal recurring nature necessary for a fair presentation of such condensed consolidated interim financial statements, have been included.  The results of operations for the three months and nine months ended September 30, 20192020 are not necessarily indicative of the results for the full year ending December 31, 2019.2020.

(2)Significant Accounting Policies

Recently Adopted Accounting StandardsInvestments

Fixed maturities

On February 25, 2016,

Investment in debt securities at September 30, 2020 and December 31, 2019 consists mainly of obligations of government-sponsored enterprises, U.S. Treasury securities and obligations of U.S. government instrumentalities, municipal securities, corporate bonds, residential mortgage-backed securities, and collateralized mortgage obligations.  The Company classifies its debt securities in one of two categories: available-for-sale or held-to-maturity.  Securities classified as held-to-maturity are those securities in which the Financial Accounting Standards Board (FASB) issued guidanceCompany has the ability and intent to increase transparencyhold until maturity.  All other securities not included in held-to-maturity are classified as available-for-sale.


Available-for-sale securities are recorded at fair value.  The fair values of debt securities (both available-for-sale and comparability among organizations by requiring the recognition of a lease right-of-use (ROU) asset and a lease liability, initially measuredheld-to-maturity investments) are based on quoted market prices for those or similar investments at the present valuereporting date.  Held-to-maturity debt securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums and discounts, respectively.  Unrealized holding gains and losses, net of the lease paymentrelated tax effect, on available-for-sale securities are excluded from earnings and are reported as a separate component of other comprehensive income until realized.  Realized gains and losses from the sale of available-for-sale securities are included in earnings and are determined on a specific identification basis.


Transfers of securities between categories are recorded at fair value at the date of transfer.  Unrealized holding gains or losses associated with transfers of securities from held-to-maturity to available-for-sale are recorded as a separate component of other comprehensive income.  The unrealized holding gains or losses included in the separate component of other comprehensive income for securities transferred from available-for-sale to held-to-maturity, are maintained and amortized into earnings over the remaining life of the security as an adjustment to yield in a manner consistent with the amortization or accretion of premium or discount on the balance sheet,associated security.


If a fixed maturity security is in an unrealized loss position and the Company does not have the intent to sell the fixed maturity security, or it is more likely than not that the Company will not have to sell the fixed maturity security before recovery of its amortized cost basis, the credit component of the impairment, if any, is recorded as an allowance for both finance and operating leasescredit losses with lease termsan offsetting entry in the Company’s consolidated statements of more than 12 months.earnings. The classificationnon-credit component of finance or operating will determine whether lease expensethe impairment is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively.  Lessors are required to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.  In July 2018, the FASB issued the following guidance “Leases – Targeted Improvements” and “Codification Improvement to Leases” to assist in the implementation of leases and address certain technical corrections and improvement to the recently issued lease standard.  Amendments include an additional transition method that allows entities to apply the new standard on the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings, as well as a new practical expedient for lessors and other implementation considerations.  For public companies, the amended guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company adopted the standard effective January 1, 2019 recognizing approximately $8,800 in ROU assets and lease liabilities for its operating leases in its condensed consolidated balance sheet.  ROU assets are included within the other assets and the lease liabilities are included within the accounts payable and accrued liabilities line items in the accompanying condensed consolidated balance sheet. No cumulative effect adjustment to opening balance of retained earnings on the adoption date was required. Most of the operating leases arecomprehensive income.  Furthermore, unrealized losses entirely caused by non-credit related factors related to real estate. The Company adopted the following two accounting policies as a result of the adoption of the standard: (1) to not separate lease components from nonlease components and (2) to not apply the recognition requirements of ASC 842 to short-term leases. In addition,fixed maturity securities for which the Company implemented control processes and procedures, as necessary, based on changes resulting fromexpects to fully recover the new standard.

amortized cost basis continue to be recognized in accumulated other comprehensive income.

9

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)



If a fixed maturity security is in an unrealized loss position and the Company has the intent to sell the fixed maturity security, or it is more likely than not that the Company will have to sell the fixed maturity security before recovery of its amortized cost basis, the Company will write off any previously recognized allowance for credit losses and will decrease the amortized cost basis of the security. If the allowance has been fully written off and the fair value is less than its amortized cost basis, the amortized cost basis is written down and an impairment loss is recognized in the Company’s consolidated statements of earnings. As of September 30, 2020, no allowance for credit losses was recorded in the condensed consolidated interim financial statements.

On March

The credit component of the impairment is determined by comparing the net present value of projected future cash flows with the amortized cost basis of the fixed maturity security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the fixed maturity security at the date of acquisition. If there is an increase in the projected future cash flows of the fixed maturity security in subsequent periods, all or part of the allowance for credit losses may be reversed.


In addition, the Company considers the following factors when evaluating whether a credit loss exist: the reasons for the impairment, the severity of the impairment, market conditions, changes in the security’s rating, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.


Premiums and discounts are amortized or accreted over the life of the related held-to-maturity or available-for-sale security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned.


The Company regularly invests in mortgaged-backed securities and other securities subject to prepayment and call risk.  Significant changes in prevailing interest rates may adversely affect the timing and amount of cash flows on such securities.  In addition, the amortization of market premium and accretion of market discount for mortgaged-backed securities is based on historical experience and estimates of future payment speeds on the underlying mortgage loans.  Actual prepayment speeds may differ from original estimates and may result in material adjustments to amortization or accretion recorded in future periods.


Equity investments


Investment in equity securities at September 30, 2020 and December 31, 2019 consists of mutual funds whose underlying assets are comprised of domestic equity securities, international equity securities and higher risk fixed income instruments. Equity investments are recorded at fair value.  The fair values of equity investments are mainly based on quoted market prices for those or similar investments at the reporting date.  For a specific equity investment, the fair value is estimated using the net asset value (NAV) of the Company’s ownership interest in the partnership.  Unrealized holding gains and losses on equity investments are included in earnings.  Realized gains and losses from the sale of equity investments are included in earnings and are determined on a specific identification basis.


Other invested assets


Other invested assets at September 30, 2020 and December 31, 2019 consist mainly of alternative investments in partnerships that invest in several private debt and private equity funds.  Portfolios are diversified by vintage year, stage, geography, business sectors and number of investments. These investments are not redeemable with the funds. Distributions from each fund are received as the underlying investments of the funds are liquidated. It is estimated that the underlying assets of the funds will be liquidated in the next 5 2019, the FASB issued guidance for Leases (Topic 842): Codification Improvements.to 12 years. The amendments in this update include issues brought to the FASB’s attention through interactions with stakeholders in order to clarify its intent when applying the guidance. The issues were: (1) determining the fair value of the underlying asset by lessors that are not manufacturers or dealers; (2) presentation on the statement of cash flows of sales type and direct financing leases; and (3) transition disclosures related to Topic 250, Accounting Changes and Error Corrections.  The amendmentsinvestments in this updateclass have been estimated using the net asset value (NAV) of the Company’s ownership interest in the partnerships. Total unfunded capital commitments for Issuethese positions as of September 30, 2020 amounted to $57,762.  The remaining average commitments period is approximately three years. 

10

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Health Insurance Providers Fee

The Patient Protection and Affordable Care Act (ACA) as amended by the Health Care and Education Reconciliation Act mandates an annual Health Insurance Providers Fee (HIP Fee).  The annual HIP Fee becomes payable to the U.S. Treasury once the entity provides health insurance for any U.S. health risk each applicable calendar year. The initial estimated annual fee is accrued as of January 1, affect all lessorswith a corresponding deferred cost that are not manufacturers or dealers.  Issue 2 affects all lessors that are depository and lending entitiesis amortized over 12 months on a straight-line basis. The fee payment is due on September 30 of each year.  The deferred cost is included within the scopeother asset line item and the accrued fee is included within the accounts payable and accrued liabilities line item in the accompanying condensed consolidated balance sheets. The fee is presented within operating expenses in the accompanying condensed consolidated statements of Topic 942,earnings. The HIP Fee was waived for all health insurance providers during the year ended December 31, 2019. The Taxpayer Certainty and Issue 3 affect all entities that are lessees or lessors.  For public companies,Disaster Tax Relief Act of 2019 and the amendments for Issue 1 and Issue 2, will beFurther Consolidated Appropriations Act of 2020, signed into law on December 20, 2019, repealed the HIP Fee effective for fiscalcalendar years beginning after December 15,31, 2020. As of September 30, 2020, the HIP Fee deferred cost amounted to $12,139. During the quarter ended September 30, 2020, the Company made the corresponding payment amounting to $55,514. As of December 31, 2019, including interim periods within those fiscal years.  The amendments0 balance was deferred or accrued for Issue 3 are effective to the original transition requirements on Topic 842 and were implemented in January 1, 2019.  The adoption of this guidance did not have a material impact on the presentation of the Company’s consolidated result of operations.HIP Fee.

Future Adoptions ofRecently Adopted Accounting Standards


On June 16, 2016, the Financial Accounting Standards Board (FASB) issued guidance to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date by replacing the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.  In addition, on April 25, 2019, the FASB issued Accounting Standard Update (ASU) 2019-04: Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The amendmentamendments in this update represent changes to clarify, correct errors in or improve the codification. Such amendments should make the codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. Within the clarifications was the FASB’s intent to include all reinsurance recoverables within the scope of ASU 2016-13 (Topic 326). For public companies, the improvements related to ASU 2016-13 (Topic 326) and ASU 2016-01 (Topic 825) are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. WeThe Company adopted the standard effective January 1, 2020 and recognized $166, net of deferred tax asset, as a cumulative effect adjustment to the opening balance of retained earnings on the adoption date.


On January 26, 2017, the FASB issued guidance to simplify the manner in which an entity is required to evaluate goodwill for impairment by eliminating Step 2 from the goodwill impairment test.  Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill.  Instead, under the amendments in this guidance, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.  Additionally, this guidance removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test.  For public companies, these amendments, which should be applied on a prospective basis, are currently evaluatingeffective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the impactstandard effective January 1, 2020. Upon adoption of this standard, if the carrying amount of any of the reporting units exceeds its fair value, the Company will be required to record an impairment charge for the difference up to the amount of the goodwill.

11

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)


On August 27, 2018, the FASB issued guidance for Fair Value Measurement – Disclosure Framework – Changes to the Disclosure Requirement for Fair Value Measurement.  This update focuses on improving the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. Specifically, certain disclosure requirements are removed (the amount of, and reasons for, transfer between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; the valuation processes for Level 3 fair value measurements) while certain other disclosures are modified and added (changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period, and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements). The amendments regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent period in the initial fiscal year of adoption.  All other amendments should be applied retrospectively to all periods presented upon their effective date. For public companies, these amendments will be applied for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the standard effective January 1, 2020. The adoption of this guidance maydid not have a material impact on the presentation and disclosures of the Company’s condensed consolidated interim financial statements.


On August 29, 2018, the FASB issued guidance for Intangibles – Goodwill and Other – Internal-Use Software. Guidance addresses customers’ accounting for implemented costs incurred in a cloud computing arrangement that is a service contract and aims to reduce complexity in the accounting for costs of implementing a cloud computing service arrangement.  The amendments require a customer in a hosting arrangement that is a service contract to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. Additionally, it requires the customer to expense the capitalized implementation costs over the term of the hosting arrangement.  For public companies, these amendments will be applied on a prospective basis, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the standard effective January 1, 2020. The adoption of this guidance did not have a material impact on the results of the Company’s condensed consolidated interim financial statements.
Future Adoption of Accounting Standards

On March 12, 2020, the FASB issued ASU 2020-04: Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU was issued to provide optional guidance, for a limited time, to ease the potential burden in accounting for or recognizing the effects of reference rate reform on financial reporting. The amendments, which are elective and apply to all entities, provide expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate that is expected to be discontinued due to reference rate reform. Because the guidance is intended to assist stakeholders during the global market-wide reference rate transition period, it is in effect for a limited time, from March 12, 2020 through December 31, 2022. The Company is currently in the process of identifying its LIBOR-based contracts that will be impacted by the phase-out of LIBOR and expects to utilize the optional expedients provided in this ASU.

12

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)


Other than the accounting pronouncements disclosed above, there were no other new accounting pronouncements issued during the three months and nine months ended September 30, 20192020 that could have a material impact on the Corporation’sCompany’s financial position, operating results or financials statement disclosures.


10


Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


(3)Investment in Securities


The amortized cost for debt securities and cost for alternative investments, gross unrealized gains, gross unrealized losses, and estimated fair value for the Company’s investments in securities by major security type and class of security as ofat September 30, 20192020 and December 31, 2018,2019, were as follows:

 September 30, 2019  September 30, 2020 
 
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
  
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
 
                        
Fixed maturities available for sale                        
Obligations of government-sponsored enterprises $16,969  $568  $(1) $17,536 
Obligations of government- sponsored enterprises $36,762  $784  $(29) $37,517 
U.S. Treasury securities and obligations of U.S. government instrumentalities  111,744   5,654   -   117,398   103,483   8,747   0   112,230 
Municipal securities  612,680   41,420   -   654,100   628,689   56,009   (126)  684,572 
Corporate bonds  190,078   22,866   (43)  212,901   195,293   31,863   0   227,156 
Residential mortgage-backed securities  249,233   8,239   (113)  257,359   263,715   17,230   (376)  280,569 
Collateralized mortgage obligations  9,078   538   -   9,616   19,275   726   (45)  19,956 
Total fixed maturities available for sale $1,189,782  $79,285  $(157) $1,268,910  $1,247,217  $115,359  $(576) $1,362,000 

  September 30, 2019 
  
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
 
Fixed maturities held to maturity            
U.S. Treasury securities and obligations of U.S. government instrumentalities $615  $175  $-  $790 
Residential mortgage-backed securities  165   2   -   167 
Certificates of deposit  1,080   -   -   1,080 
Total $1,860  $177  $-  $2,037 

 September 30, 2019 

 
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
 
             
Other invested assets - Alternative investments $94,338  $3,445  $(699) $97,084 
 December 31, 2019 
  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Estimated
Fair Value
 
             
Fixed maturities available for sale            
Obligations of government- sponsored enterprises $17,209  $477  $0  $17,686 
U.S. Treasury securities and obligations of U.S. government instrumentalities  102,230   4,779   0   107,009 
Municipal securities  595,051   34,735   (22)  629,764 
Corporate bonds  187,096   21,721   (74)  208,743 
Residential mortgage-backed securities  262,783   8,073   (320)  270,536 
Collateralized mortgage obligations  8,674   471   0   9,145 
Total fixed maturities available for sale $1,173,043  $70,256  $(416) $1,242,883 

1113

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)



 December 31, 2018 
  
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
Losses
  
Estimated
Fair Value
 
Securities available for sale            
Fixed maturities            
Obligations of government- sponsored enterprises $21,470  $120  $(1) $21,589 
U.S. Treasury securities and obligations of U.S. government instrumentalities  174,675   2,349   -   177,024 
Obligations of the Commonwealth of Puerto Rico and its instrumentalities  8,295   -   -   8,295 
Municipal securities  692,205   18,112   (538)  709,779 
Corporate bonds  186,085   9,724   (239)  195,570 
Residential mortgage-backed securities  75,373   1,298   -   76,671 
Collateralized mortgage obligations  10,266   208   -   10,474 
Total fixed maturities $1,168,369  $31,811  $(778) $1,199,402 
  September 30, 2020 
  
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
 
             
Fixed maturities held to maturity            
U.S. Treasury securities and obligations of U.S. government instrumentalities $614  $217  $0  $831 
Residential mortgage-backed securities  165   6   0   171 
Certificates of deposit  1,088   0   0   1,088 
Total $1,867  $223  $0  $2,090 

 December 31, 2018  December 31, 2019 
 
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
  
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
 
Securities held to maturity:            
Securities held to maturity            
U.S. Treasury securities and obligations of U.S. government instrumentalities $617  $125  $-  $742  $615  $158  $0  $773 
Residential mortgage-backed securities  190   2   -   192   165   1   0   166 
Certificates of deposit  1,685   -   -   1,685   1,080   0   0   1,080 
Total $2,492  $127  $-  $2,619  $1,860  $159  $0  $2,019 


 December 31, 2018 
  
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
 
             
Other invested assets - Alternative investments $72,627  $2,042  $(654) $74,015 
 September 30, 2020 
 
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
 
             
Other invested assets - Alternative investments $110,532  $3,795  $(3,562) $110,765 

 December 31, 2019 
  
Amortized
cost
  
Gross
unrealized
gains
  
Gross
unrealized
losses
  
Estimated
fair value
 
             
Other invested assets - Alternative investments $97,575  $3,721  $(788) $100,508 

1214

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)



Gross unrealized losses on investment securities and the estimated fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of September 30, 20192020 and December 31, 20182019 were as follows:

 September 30, 2020 

 September 30, 2019  Less than 12 months  12 months or longer  Total 
 Less than 12 months  12 months or longer  Total  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
 
 
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
                            
Fixed maturities available for sale                                                      
Obligations of government- sponsored enterprises $1,094  $(1)  1  $-  $-   -  $1,094  $(1)  1 
Corporate bonds
  5,086   (43)  1   -   -   -   5,086   (43)  1 
Obligations of government-sponsored enterprises $9,511  $(29)  1  $0  $0   0  $9,511  $(29)  1 
Municipal securities  21,832   (126)  4   0   0   0   21,832   (126)  4 
Residential mortgage-backed securities  39,227   (113)  8   -   -   -   39,227   (113)  8   22,551   (376)  8   0   0   0   22,551   (376)  8 
Collateralized mortgage obligations  8,847   (45)  2   0   0   0   8,847   (45)  2 
Total fixed maturities $45,407  $(157)  10  $-  $-   -  $45,407  $(157)  10  $62,741  $(576)  15  $0  $0   0  $62,741  $(576)  15 
Other invested assets - Alternative investments $20,599  $(313)  7  $9,601  $(386)  1  $30,200  $(699)  8  $12,873  $(1,933)  4  $16,308  $(1,629)  6  $29,181  $(3,562)  10 

 December 31, 2019 

 December 31, 2018  Less than 12 months  12 months or longer  Total 
 Less than 12 months  12 months or longer  Total  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
 
 
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
  
Estimated
Fair Value
  
Gross
Unrealized
Loss
  
Number of
Securities
                            
Fixed maturities available for sale                                                      
Obligations of government- sponsored enterprises $1,469  $(1)  1  $-  $-   -  $1,469  $(1)  1 
Municipal securities  62,328   (349)  10   17,648   (189)  3   79,976   (538)  13  $10,656  $(22)  3  $0  $0   0  $10,656  $(22)  3 
Corporate bonds  52,539   (239)  18   -   -   -   52,539   (239)  18   5,047   (74)  1   0   0   0   5,047   (74)  1 
Residential mortgage-backed securities  79,902   (320)  16   0   0   0   79,902   (320)  16 
Total fixed maturities $116,336  $(589)  29  $17,648  $(189)  3  $133,984  $(778)  32  $95,605  $(416)  20  $0  $0   0  $95,605  $(416)  20 
Other invested assets - Alternative investments $7,399  $(351)  3  $10,447  $(303)  2  $17,846  $(654)  5  $24,437  $(605)  8  $10,580  $(183)  1  $35,017  $(788)  9 


The Company reviews the available for sale and other invested assets portfolios under the Company’s impairment review policy. Given market conditions and the significant judgments involved, there is a continuing risk that declines in fair value may occur and material other-than-temporary impairments and allowances may be recorded in future periods. The CompanyCorporation from time to time may sell investments as part of its asset/liability management process or to reposition its investment portfolio based on current and expected market conditions.



Obligations of Government-Sponsored Enterprises:Enterprises and Municipal Securities:  The unrealized losses of these securities were mainly caused by fluctuations in interest rates and general market conditions.  The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the par value of the investment.  In addition, these investments have investment grade ratings. BecauseThe Company does not consider these investments to be credit impaired because the decline in fair value is attributable to changes in interest rates and not credit quality; because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity; and because the Company expects to collect all contractual cash flows, these investments are not considered other-than-temporarily impaired.



Corporate Bonds:  The unrealized losses of these bonds were principally caused by fluctuations in interest rates and general market conditions.  All corporate bonds with an unrealized loss have investment grade ratings.  Because the decline in estimated fair value is principally attributable to changes in interest rates; because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity; and because the Company expects to collect all contractual cash flows, these investments are not considered other-than-temporarily impaired.

flows.

1315


Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)


Residential mortgage-backed securities and Collateral mortgage obligations: The unrealized losses on these investments were mostly caused by fluctuations in interest rates and credit spreads. The contractual cash flows of these securities are guaranteed by a U.S. government-sponsored enterprise. Any loss in these securities is determined according to the seniority level of each tranche, with the least senior (or most junior), typically the unrated residual tranche, taking any initial loss. The investment grade credit rating of our securities reflects the seniority of the securities that the Company owns. The Company does not consider these investments other-than-temporarilyto be credit impaired because the decline in fair value is attributable to changes in interest rates and not credit quality;rates; the Company does not intend to sell the investments and it is more likely than not that the Company will not be required to sell the investments before recovery of their amortized cost basis, which may be maturity; and because the Company expects to collect all contractual cash flows.



Alternative investments:As of September 30, 2019,2020, alternative investments with unrealized losses are not considered other-than-temporarilycredit impaired based on market conditions and the length of time the funds have been in a loss position.conditions.


Maturities of investment securities classified as available for sale and held to maturity were as follows:


 September 30, 2019  September 30, 2020 
 
Amortized
cost
  
Estimated
fair value
  
Amortized
cost
  
Estimated
fair value
 
Fixed maturities available for sale            
Due in one year or less $750  $750  $33,764  $34,244 
Due after one year through five years  454,665   474,047   564,825   610,357 
Due after five years through ten years  262,866   283,037   204,234   220,251 
Due after ten years  213,190   244,101   161,404   196,623 
Residential mortgage-backed securities  249,233   257,359   263,715   280,569 
Collateralized mortgage obligations  9,078   9,616   19,275   19,956 
 $1,189,782  $1,268,910  $1,247,217 ��$1,362,000 
Fixed maturities held to maturity                
Due in one year or less $1,080  $1,080  $1,088  $1,088 
Due after ten years  615   790   614   831 
Residential mortgage-backed securities  165   167   165   171 
 $1,860  $2,037  $1,867  $2,090 


Expected maturities may differ from contractual maturities because some issuers have the right to call or prepay obligations with or without call or prepayment penalties.


Investments with an amortized cost of $232,818 and $145,981 and a fair value of $252,601 and $152,916 at September 30, 2020 and December 31, 2019, respectively, were pledged with the Federal Home Loan Bank of New York (FHLBNY) to secure short-term borrowings.

1416

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


(4)Realized and Unrealized Gains (Losses)


Information regarding realized and unrealized gains and losses from investments is as follows:


 
Three months ended
September 30,
  
Nine months ended
September 30
 
  2019  2018  2019  2018 
             
Realized gains (losses)            
Fixed maturity securities:            
Securities available for sale:            
Gross gains $950  $587  $3,597  $2,099 
Gross losses  -   (2,892)  (319)  (13,695)
Total fixed securities  950   (2,305)  3,278   (11,596)
Equity investments:                
Gross gains  401   1,218   2,532   9,972 
Gross losses  (443)  (67)  (1,488)  (1,091)
Total equity investments  (42)  1,151   1,044   8,881 
Other invested assets:                
Gross gains  179   311   500   4,104 
Gross losses  -   (113)  (56)  (324)
Total other invested assets  179   198   444   3,780 
Net realized investment gains (losses) $1,087  $(956) $4,766  $1,065 


 
Three months ended
September 30,
  
Nine months ended
September 30,
 
  2019  2018  2019  2018 
             
Changes in net unrealized gains (losses):            
Recognized in accumulated other comprehensive income (loss):            
Fixed maturities – available for sale $11,544  $(8,873) $48,095  $(30,130)
Other invested assets  686   894   1,358   1,333 
  $12,230  $(7,979) $49,453  $(28,797)
Not recognized in the consolidated financial statements:                
Fixed maturities – held to maturity $14  $(13) $50  $(46)
 
Three months ended
September 30,
  
Nine months ended
September 30,
 
  2020  2019  2020  2019 
Realized gains (losses)            
Fixed maturity securities:            
Securities available for sale:            
Gross gains $402  $950  $1,953  $3,597 
Gross losses  (1)  0   (7)  (319)
Total fixed securities  401   950   1,946   3,278 
Equity investments:                
Gross gains  67   401   1,057   2,532 
Gross losses  (479)  (443)  (3,249)  (1,488)
Gross losses from impaired securities  0   0   (678)  0 
Total equity investments  (412)  (42)  (2,870)  1,044 
Other invested assets:                
Gross gains  518   179   744   500 
Gross losses  0   0   0   (56)
Total other invested assets  518   179   744   444 
Net realized investment gains (losses) $507  $1,087  $(180) $4,766 


The gross losses from impaired securities during the nine months ended September 30, 2020 is related to an equity method investment held by the Company.
 
Three months ended
September 30,
  
Nine months ended
September 30,
 
  2020  2019  2020  2019 
Changes in net unrealized gains (losses):            
Recognized in accumulated other comprehensive income (loss):            
Fixed maturities – available for sale $4,705  $11,544  $44,943  $48,095 
Other invested assets  1,498   686   (2,700)  1,358 
  $6,203  $12,230  $42,243  $49,453 
Not recognized in the consolidated financial statements:                
Fixed maturities – held to maturity $(6) $14  $64  $50 


The change in deferred tax liability on unrealized gains recognized in accumulated other comprehensive income (loss) during the nine months ended September 30, 2020 and 2019 was $8,446and 2018 was $9,892 and $7,980,$9,892, respectively.


As of September 30, 2019,2020, and December 31, 2018,2019, 0 individual investment in securities exceeded 10% of stockholders’ equity.


1517

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


(5)Premiums and Other Receivables, Net


Premiums and other receivables, net were as follows:

 
September 30,
2019
  
December 31,
2018
  
September 30,
2020
  
December 31,
2019
 
Premium $171,491  $94,613  $135,133  $188,861 
Self-funded group receivables  28,900   31,184   26,310   28,672 
FEHBP  14,161   14,030   14,499   13,894 
Agent balances  31,728   30,224   34,224   30,784 
Accrued interest  8,659   12,426   9,753   11,307 
Reinsurance recoverable  269,324   399,202   222,966   239,767 
Other  124,612   88,807   153,839   110,952 
  648,875   670,486   596,724   624,237 
Less allowance for doubtful receivables:                
Premium  27,847   32,487   37,489   36,622 
Other  12,723   9,555   12,276   19,923 
  40,570   42,042   49,765   56,545 
Total premium and other receivables, net $608,305  $628,444  $546,959  $567,692 


As of  September 30, 2019,2020, and December 31, 2018,2019, the Company had premiums and other receivables of $57,430$71,322 and $54,329,$49,176, respectively, from the Government of Puerto Rico, including its agencies, municipalities and public corporations.  The related allowance for doubtful receivables as of September 30, 20192020 and December 31, 20182019 were $17,138$24,268 and $20,984,$22,091, respectively.

(6)GoodwillProperty and Equipment, Net


Property and equipment, net are composed of the following:
  September 30,  December 31, 
  2020  2019 
       
Land $15,867  $10,976 
Buildings and leasehold improvements  125,239   92,752 
Office furniture and equipment  32,062   27,878 
Computer equipment and software  135,456   133,922 
Automobiles  671   761 
   309,295   266,289 
Less accumulated depreciation and amortization  179,075   177,701 
Property and equipment, net $130,220  $88,588 


On June 19, 2020, the Company acquired a 9-story office building (the Building), located at 1451 F.D. Roosevelt Avenue, in San Juan, Puerto Rico, as well as the adjoining multi-level parking structure and a parking lot. See Note 9 for further information on the credit agreement obtained to partially finance the acquisition of the Building.
 

Certain business combination transactions have resulted in goodwill, which represents the excess of the acquisition cost over the fair value of net assets acquired, and is assigned to reporting units.  Goodwill recorded as of September 30, 2019 and December 31, 2018 were $28,970 and $25,397, respectively, which is mostly attributable to the Medicare Advantage reporting unit within the Managed Care segment.

In an effort to expand the health clinics reporting unit, the Company purchased various health clinics across different municipalities in Puerto Rico, resulting in a recognition of goodwill of $3,573 during the nine months ended September 30, 2019. The fair values initially assigned to the assets acquired and liabilities assumed are preliminary and are subject to refinement for up to one year after the closing date of the acquisition as new information becomes available.



1618

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


(7)Fair Value Measurements


Our condensed consolidated balance sheets include the following financial instruments: securities available for sale, equity investments, policy loans, policyholder deposits, short-term borrowings and long-term borrowings.  We consider the carrying amounts of policy loans, policyholder deposits, short-term borrowings and long-term borrowings to approximate their fair value.value and are considered Level 2 financial instruments.  Certain assets are measured at fair value on a recurring basis and are disclosed below. These assets are classified into one of three levels of a hierarchy defined by GAAP. For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see the consolidated financial statements and notes thereto included in our 20182019 Annual Report on Form 10-K.


The following tables summarize fair value measurements by level for assets measured at fair value on a recurring basis:

 September 30, 2019  September 30, 2020 
 Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total 
                        
Fixed maturity securities available for sale                        
Obligations of government-sponsored enterprises $-  $17,536  $-  $17,536  $0  $37,517  $0  $37,517 
U.S. Treasury securities and obligations of U.S government instrumentalities  117,398   -   -   117,398   112,230   0   0   112,230 
Municipal securities  -   654,100   -   654,100   0   684,572   0   684,572 
Corporate bonds  -   212,901   -   212,901   0   227,156   0   227,156 
Residential agency mortgage-backed securities  -   257,359   -   257,359   0   280,569   0   280,569 
Collateralized mortgage obligations  -   9,616   -   9,616   0   19,956   0   19,956 
Total fixed maturities $117,398  $1,151,512  $-  $1,268,910  $112,230  $1,249,770  $0  $1,362,000 
Equity investments $154,898  $107,216  $5,169  $267,283  $197,864  $186,048  $5,166  $389,078 

 December 31, 2018  December 31, 2019 
 Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3  Total 
                        
Fixed maturity securities            
Fixed maturity securities available for sale            
Obligations of government-sponsored enterprises $-  $21,589  $-  $21,589  $0  $17,686  $0  $17,686 
U.S. Treasury securities and obligations of U.S government instrumentalities  177,024   -   -   177,024   107,009   0   0   107,009 
Obligations of the Commonwealth of Puerto Rico and its instrumentalities  -   8,295   -   8,295 
Municipal securities  -   709,779   -   709,779   0   629,764   0   629,764 
Corporate bonds  -   195,570   - �� 195,570   0   208,743   0   208,743 
Residential agency mortgage-backed securities  -   76,671   -   76,671   0   270,536   0   270,536 
Collateralized mortgage obligations  -   10,474   -   10,474   0   9,145   0   9,145 
Total fixed maturities $177,024  $1,022,378  $-  $1,199,402  $107,009  $1,135,874  $0  $1,242,883 
Equity investments $147,348  $128,011  $3,805  $279,164  $177,136  $105,180  $5,209  $287,525 


There were 0 transfers between Levels 1 and 2 during the three and nine months ended September 30, 20192020 and 2018.

the year ended December 31, 2019.

1719

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)




During the three months ended December 31, 2018, the Company purchased an equity investment with fair value amounting to $3,805 which was classified as a Level 3. A reconciliation of the beginning and ending balances of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months and nine months ended September 30 is as follows:


Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

  Three months ended  
Nine months ended
 
  September 30, 2019  September 30, 2019 
Beginning Balance $5,130  $3,805 
Realized gains  -   - 
Unrealized in other accumulated comprehensive income  39   114 
Purchases  -   1,250 
Sales  -   - 
Capital Distributions  -   - 
Ending Balance $5,169  $5,169 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)      
  
Three months ended
  
Nine months ended
 
  September 30, 2020  September 30, 2020 
Beginning Balance $5,237  $5,209 
Unrealized in other accumulated comprehensive income  (71)  (43)
Ending Balance $5,166  $5,166 


The fair value of investment securities is estimated based on quoted market prices for those or similar investments.  Additional information pertinent to the estimated fair value of investment in securities is included in Note 3.


18


Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


(8)Claim Liabilities


A reconciliation of the beginning and ending balances of claim liabilities is as follows:
  
Nine months ended
September 30, 2019
 
  
Managed
Care
  
Other
Business
Segments *
  Consolidated 
          
          
Claim liabilities at beginning of period $394,226  $542,563  $936,789 
Reinsurance recoverable on claim liabilities  -   (315,543)  (315,543)
Net claim liabilities at beginning of period  394,226   227,020   621,246 
Claims incurred            
Current period insured events  1,934,859   85,726   2,021,426 
Prior period insured events  (29,038)  (8,254)  (38,133)
Total  1,905,821   77,472   1,983,293 
Payments of losses and loss-adjustment expenses            
Current period insured events  1,606,458   41,849   1,648,307 
Prior period insured events  303,289   32,145   335,434 
Total  1,909,747   73,994   1,983,741 
Net claim liabilities at end of period  390,300   230,498   620,798 
Reinsurance recoverable on claim liabilities  -   181,193   181,193 
Claim liabilities at end of period $390,300  $411,691  $801,991 

  
Nine months ended
September 30, 2020
 
  
Managed
Care
  
Other
Business
Segments *
  Consolidated 
          
          
Claim liabilities at beginning of period $341,277  $367,981  $709,258 
Reinsurance recoverable on claim liabilities  0   (137,017)  (137,017)
Net claim liabilities at beginning of period  341,277   230,964   572,241 
Claims incurred            
Current period insured events  2,000,825   84,358   2,085,183 
Prior period insured events  24,297   (7,885)  16,412 
Total  2,025,122   76,473   2,101,595 
Payments of losses and loss-adjustment expenses            
Current period insured events  1,678,400   45,815   1,724,215 
Prior period insured events  267,427   41,081   308,508 
Total  1,945,827   86,896   2,032,723 
Net claim liabilities at end of period  420,572   220,541   641,113 
Reinsurance recoverable on claim liabilities  0   145,807   145,807 
Claim liabilities at end of period $420,572  $366,348  $786,920 


* Other Business Segments include the Life Insurance and Property and Casualty segments, as well as intersegment eliminations.

1920

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)



 
Nine months ended
September 30, 2018
  
Nine months ended
September 30, 2019
 
 
Managed
Care
  
Other
Business
Segments *
  Consolidated  
Managed
Care
  
Other
Business
Segments *
  Consolidated 
                  
                  
Claim liabilities at beginning of period $367,357  $739,519  $1,106,876  $394,226  $542,563  $936,789 
Reinsurance recoverable on claim liabilities  -   (633,099)  (633,099)  0   (315,543)  (315,543)
Net claim liabilities at beginning of period  367,357   106,420   473,777   394,226   227,020   621,246 
Claims incurred                        
Current period insured events  1,764,038   80,774   1,844,812   1,934,859   85,726   2,020,585 
Prior period insured events  (30,404)  122,951   92,547   (29,038)  (8,254)  (37,292)
Total  1,733,634   203,725   1,937,359   1,905,821   77,472   1,983,293 
Payments of losses and loss-adjustment expenses                        
Current period insured events  1,438,611   40,317   1,478,928   1,606,458   41,849   1,648,307 
Prior period insured events  249,073   40,621   289,694   303,289   32,145   335,434 
Total  1,687,684   80,938   1,768,622   1,909,747   73,994   1,983,741 
Net claim liabilities at end of period  413,307   229,207   642,514   390,300   230,498   620,798 
Reinsurance recoverable on claim liabilities  -   395,600   395,600   0   181,193   181,193 
Claim liabilities at end of period  413,307  $624,807  $1,038,114  $390,300  $411,691  $801,991 


* Other Business Segments include the Life Insurance and Property and Casualty segments, as well as intersegment eliminations.



The actual amounts of claims incurred in connection with insured events occurring in a prior period typically differ from estimates of such claims made in the prior period.  Amounts included as incurred claims for prior period insured events reflect the aggregate net amount of these differences.


The unfavorable prior period development in the claims incurred and loss-adjustment expenses for prior period insured events for the nine months ended September 30, 2020 are due primarily to higher than expected utilization trends in the Managed Care segment.  The favorable development in the claims incurred and loss-adjustment expenses for prior period insured events for the nine months ended September 30, 2019 are due primarily to better than expected utilization trends. Reinsurance recoverable on unpaid claims is reported as premiums and other receivables, net in the accompanying condensed consolidated interim financial statements.


The claims incurred disclosed in this table exclude the portion of the change in the liability for future policy benefits expense, which amounted to $27,806 and $26,211 and $22,348during the nine months ended September 30, 2020 and 2019, and 2018, respectively.

21

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)


The following is information about total incurred but not reported (IBNR) liabilities plus expected development on reported claims included in the liability for unpaid claims adjustment expenses for the Managed Care segment as of September 30, 2019.2020.
 
Incurred Year
 
Total of IBNR Liabilities Plus Expected
Development on Reported Claims
  
Total of IBNR Liabilities Plus Expected
Development on Reported Claims
 
2018 $16,040 
2019  328,401  $29,283 
2020  322,425 

(9)Borrowings

Long-Term Borrowings


A summary of the borrowings entered by the Company are as follows:

  September 30, 2020  December 31, 2019 
       
Secured loan payable of $11,187, payable in monthly installments of $137 through October 1, 2023, plus interest at a rate reset periodically of 100 basis points over selected LIBOR maturity (which was 1.16% at September 30, 2020). $5,037  $6,267 
Secured loan payable of $20,150, payable in monthly installments of $84 through January 1, 2024, plus interest at a rate reset periodically of 275 basis points over selected LIBOR maturity (which was 3.05% at September 30, 2020).  16,456   17,211 
Secured loan payable of $4,116, payable in monthly installments of $49 through January 1, 2024, plus interest at a rate reset periodically of 325 basis points over selected LIBOR maturity (which was 3.55% at September 30, 2020).  1,960   2,401 
Secured loan payable of $31,350, payable in monthly installments of $105 through May 1, 2025, plus interest at prime rate (which was 3.22% at September 30, 2020). Last payment of $25,185 due on June 19, 2025.  31,036   0 
Total borrowings  54,489   25,879 
         
Less: unamortized debt issuance costs  653   185 
  $53,836  $25,694 


2022

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Aggregate maturities of the Company’s borrowings as of September 30, 2020 are summarized as follows:

Remaining of 2020 $1,122 
2021  4,490 
2022  4,490 
2023  4,196 
2024  14,484 
Thereafter  25,707 
  $54,489 

Triple-S Management Corporation
NotesOn June 19, 2020, TSM entered into a $31,350 Credit Agreement (the Loan) with a commercial bank in Puerto Rico. The proceeds of the Loan were used by the Company to Condensed Consolidated Financial Statementspartially finance the acquisition of the Building (see Note 6).
(Dollar amounts

The Loan is guaranteed by a mortgage over the Building, a pledge of all collateral related to the Building and an assignment of the rents collected for the lease of office space in thousands, except per share data)the Building. Pursuant to the credit agreement, interest is payable on the outstanding principal balance of the Loan at an annual rate equal to the Prime Rate. Interest shall be paid on a monthly basis commencing on July 1, 2020 until the principal of the Loan has been paid in full.
(Unaudited)



The Company may, at its option and at any time, upon written notice as specified in the credit agreement, prepay prior to maturity, all or any part of the Loan upon the payment of a penalty fee of the outstanding principal amount at the time of the prepayment of 3% during the first year, 2% during the second year and 1% during the third year, and thereafter at par.


The four term loans under credit agreements with commercial banks in Puerto Rico include certain customary financial and non-financial covenants, including negative covenants imposing certain restrictions on the Corporation’s business. The Company was in compliance with all these covenants as of September 30, 2020.

Short-term Borrowings


The Company has several short-term facilities available to address timing differences between cash receipts and disbursements, consisting of collateralized advances from FHLBNY and a revolving credit facility.

In August 2019, Triple-S Salud, Inc. (TSS) and Triple-S Vida, Inc. (TSV) became members of the FHLBNY, which provides access to collateralized advances.  The borrowing capacity of TSS and TSV is up to 30% of their admitted assets as disclosed in the most recent filing with the Commissioner of Insurance but is constrained by the amount of collateral held at the FHLBNY (see Note 3). As of September 30, 2020, the borrowing capacity was approximately $119,329 for TSS and $87,940 for TSV.  As of December 31, 2019, the borrowing capacity was approximately $82,200 for TSS and $48,900 for TSV. The outstanding balance as of September 30, 2020 for TSS is $62,500 and TSV is $20,000. The outstanding balance as of December 31, 2019 for TSS and TSV was $25,000 and $29,000, respectively. The average interest rate of the outstanding balance is 0.34% and 1.79% as of September 30, 2020 and December 31, 2019, respectively.

Triple-S Advantage, Inc. (TSA) has a $10,000 revolving loan agreement with a commercial bank in Puerto Rico. This line of credit has an interest rate of 30-day LIBOR plus 250 basis points and contains certain financial and non-financial covenants that are customary for this type of facility. This line of credit matures on June 30, 2021. As of September 30, 2020, there is 0 outstanding balance.
23

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)


(9)(10)Pension Plan


The components of net periodic benefit cost were as follows:
 
 
Three months ended
September 30,
  
Nine months ended
September 30,
  
Three months ended
September 30,
  
Nine months ended
September 30,
 
 2019  2018  2019  2018  2020  2019  2020  2019 
Components of net periodic benefit cost:            
Components of net periodic benefit cost (income):            
Interest cost $1,748  $1,713  $5,230  $5,099  $1,474  $1,748  $4,554  $5,230 
Expected return on assets  (2,209)  (2,255)  (6,643)  (6,817)  (2,211)  (2,209)  (6,629)  (6,643)
Amortization of actuarial loss  98   240   277   670   396   98   884   277 
Settlement loss  555   395   1,305   1,045   356   555   1,068   1,305 
Net periodic benefit cost $192  $93  $169  $(3)
Net periodic benefit cost (income) $15  $192  $(123) $169 

 

Employer Contributions:  The Company disclosed in its audited consolidated financial statements for the year ended December 31, 20182019 that it expected to contribute $2,000 to the pension program in 2019.2020.  As of September 30, 2019,2020, the Company has contributed $2,000$10,000 to the pension program. 

(10)(11)
Reinsurance
Stock Repurchase Program


The Company repurchases shares through open market transactions, in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, under repurchase programs authorized by the Board of Directors. Shares purchased under share repurchase programs are retired and returned to authorized and unissued status.


In August 2017 the Company’s Board of Directors authorized a $30,000 repurchase program (2017 $30,000 program) of its Class B common stock.  In February 2018 the Company’s Board of Directors authorized a $25,000 expansion of this program. In October 2019 the Company’s Board of Directors authorized an expansion to this repurchase program increasing its remaining balance up to a total of $25,000, effective November 2019.


During the three months ended September 30, 2020, 0 stocks were repurchased under a repurchase program. During the nine months ended September 30, 2020, the Company repurchased and retired under this program 952,820 shares at an average per share price of $15.72, for an aggregate cost of $14,982. During the three months and nine months ended September 30, 2019 0 stocks were repurchased under a repurchase program. This program was completed in May 2020.

(12)
Reinsurance


Triple-S Propiedad, Inc. (TSP) uses facultative reinsurance, pro rata, and excess of loss reinsurance treaties to manage its exposure to losses, including those from catastrophe events. TSP has geographic exposure to catastrophe losses from hurricanes and earthquakes. The incidence and severity of catastrophes are inherently unpredictable.


Under these treaties, TSP ceded premiums written were $12,355$14,920 and $12,658$12,355 for the three months ended September 30, 20192020 and 2018,2019, respectively, and $ 36,02845,637 and $40,124$36,028 for the nine months ended September 30, 2019,2020, and 2018,2019, respectively. DuringCeded incurred losses and loss adjustment expenses during the three months and nine months ended September 30, 2020 and 2019 were $5,419and 2018, TSP$1,089, respectively, and $45,802 and $6,531, respectively. The ceded claims incurred amounting to $81losses and $84,113, respectively, related to losses caused by Hurricanes Irma and Maria. Duringloss adjustment expenses for the nine months ended September 30, 2019 and 2018, TSP ceded claims incurred amounting to $760 and $153,707, respectively,2020 include $40,000 related to earthquake losses caused by Hurricanes Irma and Maria.


Principal reinsurance agreements are as follows:ceded under catastrophe reinsurance.

Casualty excess of loss treaty provides reinsurance for losses up to $12,000, subject to a retention of $225.


Medical malpractice excess of loss treaty provides reinsurance for losses up to $3,000, subject to a retention of $150.


Property reinsurance treaty includes proportional cessions and a per risk excess of loss contract limiting losses to $375 in $30,000 risks.


Catastrophe protection is purchased limiting losses to $5,000 per event with losses up to approximately $775,000.  After this, there is a retention of $24,500 from the next $70,000, for a total protection of $815,000 in an $845,000 event.


2124

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


Principal reinsurance agreements are as follows:

Casualty excess of loss treaty provides reinsurance for losses up to $20,000, subject to a retention of $225.
Medical malpractice excess of loss treaty provides reinsurance for losses up to $3,000, subject to a retention of $150.
Property reinsurance treaty includes proportional cessions and a per risk excess of loss contract limiting losses to $400 in $30,000 risks.
Catastrophe protection is purchased limiting losses to $5,000 per event with losses up to approximately $809,000 in a $814,000 event.

All principal reinsurance contracts are for a period of one year and are subject to modifications and negotiations in each renewal. TSP’s current property and catastrophe reinsurance program was renewed effective April 1, 20192020 for a twelve months period ending March 31, 2020.2021. Other contracts were renewed as expiring on January 1, 2019.2020.

(11)(13)Stockholder’s EquityLeases



aCommon Stock

The Company’s subsidiaries lease their regional offices, certain equipment, and warehouse facilities under non-cancelable operating leases. These contracts generally do not include purchase options or residual value guarantees. The remaining lease terms ranges from 0.2 to 14.2 years. The Company identifies leases when it has both the right to obtain substantially all economic benefits from the use of the asset and the right to direct the use of the asset.


The Company recognizes the right-of -use of assets and lease liabilities related to operating leases in its balance sheet statement under the caption of On July 29,other assets and accounts payables and accrued liabilities, respectively. As of September 30, 2020, the right -of -use asset and lease liabilities balance was $13,929 and $14,171, respectively. As of December 31, 2019, the Company issued 48,602 Class A shares to the heirsright-of -use asset and lease liabilities balance was $10,438 and $10,586, respectively. The weighted -average remaining lease term is 5.9 years as of a former shareholder, as a result of a litigation settlement. During July 2019, the Board of Directors authorized and approved the conversion (Conversion) of the Company’s remaining issued and outstanding Class A common shares into Class B common shares. Effective on August 7, 2019, all Class A holders of record received 1 Class B share for each Class A share held. Upon the Conversion, all remaining outstanding Class A shares were automatically cancelled and extinguished, and the Company now maintains a single class of common shares.September 30, 2020.


bDividend


The issuanceCompany uses the incremental borrowing rate for purposes of 48,602discounting lease payments for our operating leases since our lease agreements do not provide a readily determinable implicit rate. We estimate our incremental borrowing rate Class A shares entitled all Class B shareholdersby using an interest rate index and add a credit spread to certain anti-dilution rights; therefore, all holdersthis rate based on financing transactions with a similar credit risk profile. The weighted-average discount rate of Class B shares at the close of business on July 26, 2019 (Record Date) received a share dividend of 0.051107 Class B shares for every Class B share they ownedour operating leases is 5.2% as of that time. On August 6, 2019, the Company paid the Class B share dividend which amounted to $24,655; cash was paid in lieu of fractional shares so that shareholders receive a whole number of shares of common stock.September 30, 2020.


2225

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


Undiscounted cash flows of operating leases are summarized as follows:

Remaning of 2020 $1,062 
2021  3,998 
2022  3,420 
2023  2,329 
2024  1,855 
Thereafter  3,590 
Total lease payments  16,254 
Less: imputed interest  (2,083)
Total $14,171 


At December 31, 2019, operating lease commitments under lessee arrangements were $4,713, $3,790, $3,200, $2,171, $1,710 and $2,707 for 2020 through 2024 and thereafter, respectively. The following presents the lease cost recognized by the Company:

 Nine months ended 
  September 30, 2020 
Operating lease cost $3,570 
Short-term lease cost  801 
Total lease cost $4,371 


Also, the Company leases certain floors of one of its buildings and generates rental income. Maturity analysis of lease payments to be received from its lessees as of September 30, 2020, is summarized as follows:

Remaining of 2020 $473 
2021  1,909 
2022  1,947 
2023  1,986 
2024  2,026 
Thereafter  2,624 
Total $10,965 

26

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)


(12)(14)Comprehensive Income (Loss)


The accumulated balances for each classification of other comprehensive income (loss), net of tax, are as follows:
 
 Three months ended  Nine months ended  Three months ended  Nine months ended 
 September 30,  September 30,  September 30,  September 30, 
 2019  2018  2019  2018  2020  2019  2020  2019 
Net Unrealized Gain on Securities Beginning Balance $55,678  $21,260  $27,308  $76,238 
Unrealized loss reclassified to beginning retained earnings as a result of implementation new accounting pronouncement  -   -   -   (39,882)
Other comprehensive income (loss) before reclassifications  10,160   (6,981)  41,473   (20,460)
Net Unrealized Gain on Securities            
Beginning Balance $85,110  $55,678  $57,830  $27,308 
Other comprehensive income before reclassifications  5,149   10,160   31,879   41,473 
Amounts reclassified from accumulated other comprehensive (loss) income  (870)  765   (3,813)  (852)  (406)  (870)  144   (3,813)
Net current period change  9,290   (6,216)  37,660   (21,312)  4,743   9,290   32,023   37,660 
Ending Balance  64,968   15,044   64,968   15,044   89,853   64,968   89,853   64,968 
Liability for Pension Benefits Beginning Balance  (24,134)  (24,722)  (24,246)  (24,984)
Liability for Pension Benefits                
Beginning Balance  (28,161)  (24,134)  (28,467)  (24,246)
Amounts reclassified from accumulated other comprehensive income  61   147   173   409   247   61   553   173 
Ending Balance  (24,073)  (24,575)  (24,073)  (24,575)  (27,914)  (24,073)  (27,914)  (24,073)
Accumulated Other Comprehensive Income (Loss) Beginning Balance  31,544   (3,462)  3,062   51,254 
Unrealized loss reclassified to beginning retained earnings as the result of implementing new accounting pronouncement  -   -   -   (39,882)
Other comprehensive income (loss) before reclassifications  10,160   (6,981)  41,473   (20,460)
Accumulated Other Comprehensive Income (Loss)                
Beginning Balance  56,949   31,544   29,363   3,062 
Other comprehensive income before reclassifications  5,149   10,160   31,879   41,473 
Amounts reclassified from accumulated other comprehensive (loss) income  (809)  912   (3,640)  (443)  (159)  (809)  697   (3,640)
Net current period change  9,351   (6,069)  37,833   (20,903)  4,990   9,351   32,576   37,833 
Ending Balance $40,895  $(9,531) $40,895  $(9,531) $61,939  $40,895  $61,939  $40,895 


(13)(15)Share-Based Compensation



 Share-based compensation expense recorded during the three months ended September 30, 2020 and 2019 was $1,849and 2018 was $2,817 and $919,$2,817, respectively. Share-based compensation expense recorded during the nine months ended September 30, 2020 and 2019 was $8,443and 2018 was $8,723$8,723, respectively. During the three months ended September 30, 2020, 14,040 shares were repurchased and $3,462, respectively.retired as the result of non-cash tax withholdings upon vesting of shares. During the nine months ended September 30, 20192020 and 2018, 6022019,20,922 and 24,796602 shares, respectively, were repurchased and retired as the result of non-cash tax withholdings upon vesting of shares. There were 0 non-cash tax withholdings during the three months ended September 30, 2019 and 2018. .


23


Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


(14)(16)Net Income (Loss) Available to Stockholders and Net Income (Loss) per Share
 

The following table sets forth the computation of basic and diluted earnings per share:
 
  
Three months ended
September 30,
  
Nine months ended
September 30,
 
  2019  2018  2019  2018 
Numerator for earnings per share:            
Net income (loss) attributable to TSM available to stockholders $13,948  $(17,567) $79,665  $(52,400)
Denominator for basic earnings per share:                
Weighted average of common shares  23,830,106   22,895,582   23,143,361   23,058,754 
Effect of dilutive securities  63,701   -   73,937   - 
Denominator for diluted earnings per share  23,893,807   22,895,582   23,217,298   23,058,754 
Basic net income (loss) per share attributable to TSM $0.59  $(0.77) $3.44  $(2.27)
Diluted net income (loss) per share attributable to TSM $0.58  $(0.77) $3.43  $(2.27)

The Company excluded the effect of dilutive securities during the three months and nine months ended September 30, 2018 because their effect would have been anti-dilutive given the net loss attributable to stockholders in those periods. If the Company had generated income from continuing operations during the three months and nine months ended September 30, 2018, the effect of restricted stock awards on the diluted shares calculation would have been an increase in shares of 75,986 and 92,076 shares, respectively.
  
Three months ended
September 30,
  
Nine months ended
September 30,
 
  2020  2019  2020  2019 
Numerator for earnings per share:            
Net income attributable to TSM available to stockholders $23,581  $13,948  $41,035  $79,665 
Denominator for basic earnings per share:                
Weighted average of common shares  23,073,511   23,830,106   23,215,840   23,143,361 
Effect of dilutive securities  120,469   63,701   102,229   73,937 
Denominator for diluted earnings per share  23,193,980   23,893,807   23,318,069   23,217,298 
Basic net income per share attributable to TSM $1.02  $0.59  $1.77  $3.44 
Diluted net income per share attributable to TSM $1.02  $0.58  $1.76  $3.43 

27

(15)
Contingencies
Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

(17) Contingencies
 

The following information supplements and amends, as applicable, the disclosures in Note 24 to the Consolidated Financial Statements of the Company’s 20182019 Annual Report on Form 10-K.  The Company’s business is subject to numerous laws and regulations promulgated by Federal, Puerto Rico, U.S. Virgin Islands (USVI), Costa Rica, British Virgin Islands (BVI), and Anguilla governmental authorities. Compliance with these laws and regulations can be subject to government review and interpretation, as well as regulatory actions unknown and unasserted at this time. The Commissioner of Insurance of Puerto Rico, as well as other Federal, Puerto Rico, USVI, Costa Rica, BVI, and Anguilla government authorities, regularly make inquiries and conduct audits concerning the Company'sCompany’s compliance with such laws and regulations. Penalties associated with violations of these laws and regulations may include significant fines and exclusion from participating in certain publicly funded programs and may require the Company to comply with corrective action plans or changes in our practices.

 

The Company is involved in various legal actions arising in the ordinary course of business. We areThe Company is also defendantsdefendant in various other litigations and proceedings, some of which are described below. Where the Company believes that a loss is both probable and estimable, such amounts have been recorded.  Although we believe ourthe Company believes the estimates of such losses are reasonable, these estimates could change as a result of further developments in these matters. In other cases, it is at least reasonably possible that the Company may incur a loss related to one or more of the mentioned pending lawsuits or investigations, but the Company is unable to estimate the range of possible loss which may be ultimately realized, either individually or in the aggregate, upon their resolution. However, there are legal proceedings where a loss is reasonably possible, and for which it is possible to reasonably estimate the amount of the possible loss or range of losses. We currently believe that the range of possible losses for such proceedings in excess of established reserves is, in the aggregate, from $0 to approximately $10,000 at September 30, 2020. The outcome of legal proceedings is inherently uncertain anduncertain; pending matters for which accruals have not been established have not progressed sufficiently to enable us to estimate a range of possible loss, if any. Given the inherent unpredictability of these matters, it is possible that an adverse outcome in one or more of these matters could have a material adverse effect on the consolidated financial condition, operating results and/or cash flows of the Company.

 

Additionally, the Companywe may face various potential litigation claims that have not been asserted to date, including claims from persons purporting to have rights to acquire shares of the Company on favorable terms pursuant to agreements previously entered by our predecessor managed care subsidiary, Seguros de Servicios de Salud de Puerto Rico, Inc. (SSS), with physicians or dentists who joined our provider network to sell such new provider shares of SSS at a future date (Share Acquisition Agreements) or to have inherited such shares notwithstanding applicable transfer and ownership restrictions.date.


24


Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)



Claims by Heirs of Former Shareholders


The Company and TSS are defending 54 individual lawsuits: Vera Sanchez, et al, v. Triple-S; Olivella Zalduondo, et al, v. Seguros de Servicios de Salud, et al; Montilla Lopez, et al v. Seguros de Servicio de Salud, et al; Cebollero Santamaria v. Triple-S Salud, Inc., et al; and Ruiz de Porras, et al, v. Triple-S Salud, Inc.  All claims were filed in the Puerto Rico Court of First Instance by persons who claim to have inherited a total of 6241 shares of the Company or one of its predecessors or affiliates (before giving effect to thea 3,000-for-one stock Split)split).  While each case presents unique facts and allegations, the lawsuits generally allege that the redemption of the shares by the Company pursuant to transfer and ownership restrictions contained in the Company’s (or its predecessors’ or affiliates’) articles of incorporation and bylaws was improper.  Consequently, the remedy requested by the plaintiffs is to be recognized as shareholders of the Company in the corresponding proportion.


As a result of the Puerto Rico Supreme Court’s decision to deny the applicability of the statute of limitations contained in the local securities law, these claims are being litigated on their merits.

In Montilla López, et al. v. Seguros de Servicios de Salud, et al. local Court of First Instance entered summary judgment in favor of Company dismissing all claims on November 2,2018. Plaintiffs filed an Appeal before Puerto Rico Court of Appeals and the Puerto Rico Supreme Court, both of which have been denied. Plaintiff’s first request for reconsideration was denied by the Supreme Court. On October 21,2019, the Company filed its opposition to Plaintiff’s second request for reconsideration before the Supreme Court.



In Cebollero Santamaria v. Triple-S Salud, Inc., et. al. the Puerto Rico Court of First Instance entered partial summary judgment in favor of plaintiff.plaintiff on June 20, 2019. The Company filed a request for reconsideration that is pending adjudication and intends to continue defending this case vigorously in an appeal stage if necessary.

28

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)



In Vera Sanchez, et al,et. al. v. Triple-S, Inc., the Puerto Rico Court of First Instance entered summary judgment in favor of the Company. Plaintiffs appealed before the Puerto Rico Court of Appeals. The Company filed its opposition on October 31, 2019. On June 24, 2020, the Court of Appeals revoked the summary judgement and remanded the case back to the Court of First Instance on the grounds that summary judgement was inappropriate because there are disputes as to issues of material fact. We will continue to defend this case vigorously.


In Ruiz de Porras, et. al. v. Triple-S, Inc. the Company intends to file a motion for summary judgment to dismiss all claims once new discovery matters are completed.


In Olivella Zalduondo, et al, v. Seguros de Servicios de Salud, et al, the Court of First Instance entered summary judgment in favor of the Company in November 2019, dismissing the complaint with prejudice. Plaintiffs appealed the decision on January 16, 2020. The Company will continue to defend this case as needed.

In re Blue Cross Blue Shield Antitrust Litigation


TSS is a co-defendant with multiple Blue Plans and the Blue Cross Blue Shield Association (BCBSA) in a multi-district class action litigation filed by a group of providers and subscribers on July 24, 2012 and October 1, 2012, respectively, that has since been consolidated by the United States District Court for the Northern District of Alabama, Southern Division, in the case captioned In re Blue Cross Blue Shield Association Antitrust Litigation.Litigation. Essentially, provider plaintiffs allege that the exclusive service area requirements of the Primary License Agreements with the Blue Plans constitute an illegal horizontal market allocation under federal antitrust laws. As per provider plaintiffs, the quid pro quo for said “market allocation” is a horizontal price fixing and boycott conspiracy implemented through BCBSA and whose benefits are allegedly derived through the BCBSA’s BlueCard/National Accounts Program. Among the remedies sought, provider plaintiffs seek increased compensation rates and operational changes. In turn, subscriber plaintiffs allege that the alleged conspiracy to allocate markets have prevented subscribers from being offered competitive prices and resulted in higher premiums for Blue Plan subscribers. Subscribers seek damages for the amounts that the Blue Plan premiums allegedly have been artificially inflated as a result of the alleged antitrust violations.Both actions seek injunctive relief.


25


Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)




Prior to consolidation, motions to dismiss were filed by several plans, including TSS - whose request was ultimately denied by the court without prejudice. On April 6, 2015, plaintiffs filed suit in the United States District Court of Puerto Rico against TSS. Said complaint, nonetheless, is believed not to preclude TSS’ jurisdictional arguments. Since inception, the Company has joined BCBSA and other Blue Plans in vigorously contesting these claims. On April 5, 2018, the United States District Court for the Northern District of Alabama, Southern Division, issued it’s ruling on the parties’ respective motions for partial summary judgment on the standard of review applicable to plaintiffs’ claims under Section 1 of the Sherman Act and subscriber plaintiffs’ motion for partial summary judgment on the Blue Plan’s single entity defense. After considering the “undisputed” facts (for summary judgment purposes only) and evidence currently on record in the light most favorable to defendants, the court essentially found that: (a) the combination of Exclusive Service Areas and the National Best Efforts Rule are subject to the Per Se standard of review; (b) there remain genuine issues of material fact as to whether defendants’ conduct can be shielded by the “single entity” defense; and (c) claims concerning the BlueCard Program and uncoupling rules are due to be analyzed under the Rule of Reason standard.



On April 16, 2018 Defendants moved the Federal District Court for the Northern District of Alabama to certify for immediate interlocutory appeal the court’s April 5, 2018 Standard of Review Ruling. On June 12, 2018 Hon. Judge Proctor agreed to grant Defendant’s motion for certification pursuant to 28 U.S.C. §1292(b). Defendants filed their Notice of Appeal on July 12, 2018. On December 12, 2018, the Court of Appeals for the Eleventh Circuit denied Defendants’ petition to appeal the District Court’s Standard of Review Ruling. The parties re-commenced mediation with subscribers onin April 2019 and with providers onin September 2019.


Joint Underwriting Association Litigation


 On August 19, 2011, plaintiffs, purportedly  The Defendants have reached a class of motor vehicle owners, filed an action intentative settlement agreement with subscribers. The agreement remains subject to approval from the United StatesFederal District Court for the Northern District of Puerto Rico againstAlabama. However, based on this agreement, the JUA and TSP, alleging violations underCompany has accrued $32,000 related to this legal proceeding during the Puerto Rico Insurance Code, the Puerto Rico Civil Code, the Racketeer Influenced and Corrupt Organizations Act (RICO) and the local statute against organized crime and money laundering. JUA is a private association created by law to administer a compulsory public liability insurance program for motor vehicles in Puerto Rico (CLI). As required by its enabling act, JUA is composed of all the insurers that underwrite private motor vehicle insurance in Puerto Rico and exceed the minimum underwriting percentage established in such act. TSP is a member of JUA.



In this lawsuit, entitled Noemí Torres Ronda, et al v. JUA et al., plaintiffs allege that the defendants illegally charged and misappropriated a portion of the CLI premiums paid by motor vehicle owners in violation of the Puerto Rico Insurance Code. Specifically, they claim that because the defendants did not incur in acquisition or administration costs allegedly totaling 12% of the premium dollar, charging for such costs constitutes the illegal traffic of premiums. Plaintiffs also claim that the defendants, as members of JUA, violated RICO through various inappropriate actions designed to defraud motor vehicle owners located in Puerto Rico and embezzle a portion of the CLI premiums for their benefit.



Plaintiffs seek the reimbursement of funds for the class amounting to $406,600 treble damages under RICO, and equitable relief, including a permanent injunction and declaratory judgment barring defendants from their alleged conduct and practices, along with costs and attorneys’ fees.

nine months ended September 30, 2020.


Since 2011, TSP has been defending this claim and, jointly with other defendants, has filed several pleas in connection with the certification of the class and the dismissal of the claim. On October 7, 2019, defendants’ petition for summary judgment was granted.

2629

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)

Claims Relating to the Provision of Health Care Services

TSS is a defendant in several claims for collection of monies in connection with the provision of health care services.


On January 12, 2015, American Clinical Solutions LLC, a limited liability company that provides clinical laboratory services filed a complaint in Florida state court alleging that TSM and TSS failed to pay certain clinical laboratory services provided to Blue Cross Blue Shield members. TSS and TSM have filed a motion to dismiss alleging lack of jurisdiction. TSM and TSS also requested a transfer of the case to Puerto Rico. Plaintiff has requested jurisdictional discovery, which is ongoing. The claim amounts to $5,000. TSS and TSM will continue to vigorously oppose this claim.

(16)(18)Segment Information
 

The Company’s operations are conducted principally through 3 business segments: Managed Care, Life Insurance, and Property and Casualty Insurance.  The Company evaluates performance based primarily on the operating revenues and operating income of each segment.  Operating revenues include premiums earned, net, administrative service fees, net investment income, and revenues derived from other segments.  Operating costs include claims incurred and operating expenses.  The CompanyCorporation calculates operating income or loss as operating revenues less operating costs.

30

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)


The following tables summarize the operations by reportable segment for the three months and nine months ended September 30, 20192020 and 2018:2019:
 
 
Three months ended
September 30,
  
Nine months ended
September 30,
  
Three months ended
September 30,
  
Nine months ended
September 30,
 
 2019  2018  2019  2018  2020  2019  2020  2019 
Operating revenues:                        
Managed Care:                        
Premiums earned, net $746,043  $680,393  $2,244,448  $2,044,989  $849,529  $746,043  $2,447,588  $2,244,448 
Administrative service fees  2,607   3,802   7,695   11,216   3,013   2,607   8,755   7,695 
Intersegment premiums/service fees  1,483   1,390   4,612   4,061   644   1,483   2,624   4,612 
Net investment income  5,624   6,776   16,981   17,547   5,065   5,624   14,763   16,981 
Total managed care  755,757   692,361   2,273,736   2,077,813   858,251   755,757   2,473,730   2,273,736 
Life Insurance:                                
Premiums earned, net  45,365   42,049   133,598   124,318   49,616   45,365   143,325   133,598 
Intersegment premiums  471   235   1,457   832   516   471   1,552   1,457 
Net investment income  6,709   6,428   20,091   19,105   6,900   6,709   20,625   20,091 
Total life insurance  52,545   48,712   155,146   144,255   57,032   52,545   165,502   155,146 
Property and Casualty Insurance:                                
Premiums earned, net  23,613   20,003   64,470   66,662   23,789   23,613   66,453   64,470 
Intersegment premiums  153   153   460   460   153   153   460   460 
Net investment income  2,533   2,518   7,404   7,724   2,103   2,533   6,551   7,404 
Total property and casualty insurance  26,299   22,674   72,334   74,846   26,045   26,299   73,464   72,334 
Other segments: *                                
Intersegment service revenues  2,076   (5)  6,049   283   2,595   2,076   7,637   6,049 
Operating revenues from external sources  3,167   1,575   6,335   4,234   2,052   3,167   6,394   6,335 
Total other segments  5,243   1,570   12,384   4,517   4,647   5,243   14,031   12,384 
Total business segments  839,844   765,317   2,513,600   2,301,431   945,975   839,844   2,726,727   2,513,600 
TSM operating revenues from external sources  310   446   1,138   1,254   100   310   355   1,138 
Elimination of intersegment premiums/service fees  (2,107)  (1,778)  (6,529)  (5,073)  (574)  (2,107)  (4,636)  (6,529)
Elimination of intersegment service revenues  (2,076)  5   (6,049)  (283)  (2,595)  (2,076)  (7,637)  (6,049)
Consolidated operating revenues $835,971  $763,990  $2,502,160  $2,297,329  $942,906  $835,971  $2,714,809  $2,502,160 


* Includes segments that are not required to be reported separately, primarily the health clinics.

2731

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)



 
Three months ended
September 30,
  
Nine months ended
September 30,
  
Three months ended
September 30,
  
Nine months ended
September 30,
 
 2019  2018  2019  2018  2020  2019  2020  2019 
Operating income (loss):                        
Managed care $5,393  $14,229  $56,805  $26,264  $13,006  $5,393  $56,495  $56,805 
Life insurance  6,686   5,681   17,541   14,637   5,682   6,686   20,188   17,541 
Property and casualty insurance  6,620   (46,880)  14,958   (114,820)  4,386   6,620   10,921   14,958 
Other segments *  (690)  288   (1,812)  890   (1,639)  (690)  (4,552)  (1,812)
Total business segments  18,009   (26,682)  87,492   (73,029)  21,435   18,009   83,052   87,492 
TSM operating revenues from external sources  310   446   1,138   1,254   100   310   355   1,138 
TSM unallocated operating expenses  (1,643)  (1,780)  (6,812)  (6,575)  (1,633)  (1,643)  (4,877)  (6,812)
Elimination of TSM intersegment charges  2,403   2,400   7,209   7,200   2,403   2,403   7,209   7,209 
Consolidated operating income (loss)  19,079   (25,616)  89,027   (71,150)
Consolidated operating income  22,305   19,079   85,739   89,027 
Consolidated net realized investment gains (losses)  1,087   (956)  4,766   1,065   507   1,087   (180)  4,766 
Consolidated net unrealized investment gains (losses) on equity investments  1,267   5,632   24,259   (11,343)  11,040   1,267   (17,428)  24,259 
Consolidated interest expense  (2,062)  (2,000)  (5,681)  (5,515)  (2,096)  (2,062)  (5,813)  (5,681)
Consolidated other income, net  485   1,943   3,359   3,600   1,811   485   6,217   3,359 
Consolidated income (loss) before taxes $19,856  $(20,997) $115,730  $(83,343)
Consolidated income before taxes $33,567  $19,856  $68,535  $115,730 
                                
Depreciation and amortization expense:                                
Managed care $2,931  $2,214  $8,480  $7,659  $2,085  $2,931  $8,061  $8,480 
Life insurance  268   272   813   868   289   268   869   813 
Property and casualty insurance  86   89   266   301   93   86   296   266 
Other segments*  249   175   627   515   240   249   913   627 
Total business segments  3,534   2,750   10,186   9,343   2,707   3,534   10,139   10,186 
TSM depreciation expense  150   197   543   590   404   150   716   543 
Consolidated depreciation and amortization expense $3,684  $2,947  $10,729  $9,933  $3,111  $3,684  $10,855  $10,729 


*Includes segments that are not required to be reported separately, primarily the health clinics.

 
September 30,
2019
  
December 31,
2018
  
September 30,
2020
  
December 31,
2019
 
Assets:            
Managed care $1,225,511  $1,078,262  $1,406,356  $1,190,538 
Life insurance  946,378   863,470   1,039,765   981,370 
Property and casualty insurance  627,058   747,583   603,728   592,758 
Other segments *  26,403   20,705   30,408   28,346 
Total business segments  2,825,350   2,710,020   3,080,257   2,793,012 
Unallocated amounts related to TSM:                
Cash, cash equivalents, and investments  34,601   57,818   19,881   28,167 
Property and equipment, net  23,776   21,733   67,316   25,623 
Other assets  33,421   22,521   45,927   37,176 
  91,798   102,072   133,124   90,966 
Elimination entries-intersegment receivables and others  (86,782)  (51,844)  (93,094)  (65,152)
Consolidated total assets $2,830,366  $2,760,248  $3,120,287  $2,818,826 


* Includes segments that are not required to be reported separately, primarily the health clinics.



2832

Triple-S Management Corporation
Notes to Condensed Consolidated Interim Financial Statements
(dollar amounts in thousands, except per share data)
(Unaudited)

Triple-S Management Corporation
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except per share data)
(Unaudited)


(17)(19)Subsequent Events


In October 2019,The Company evaluated subsequent events through the Company’s Board of Directors authorized an expansion ofdate the existing Class B share repurchase program, authorizing upunaudited condensed consolidated interim financial statements were issued. No events, other than those described in these notes, have occurred that require adjustment or disclosure pursuant to $25,000 in repurchases, effective forty-eight hours after the publication of the press release issued on November 7, 2019 announcing the commencement of such program.current Accounting Standard Codification.


2933



Item 2.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), the “Corporation”, the “Company”, “TSM”, “we”, “us” and “our” refers to Triple-S Management Corporation and its subsidiaries. The MD&A included in this Quarterly Report on Form 10-Q is intended to update the reader on matters affecting the financial condition and results of operations for the three months and nine months ended September 30, 2019.2020. Therefore, the following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K filed with the United States Securities and Exchange Commission as of and for the year ended December 31, 20182019 and the MD&A included therein, and our unaudited condensed consolidated interim financial statements and accompanying notes as of and for the three months and nine months ended September 30, 20192020 included in this Quarterly Report on Form 10-Q.

Cautionary Statement Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q and other of our publicly available documents may include statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things: statements concerning our business and our financial condition and results of operations. These statements are not historical, but instead represent our belief regarding future events, any of which, by their nature, are inherently uncertain and outside of our control. These statements may address, among other things, future financial results, strategy for growth, and market position. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. The factors that could cause actual results to differ from those in the forward-looking statements are discussed throughout this form. We are not under any obligation to update or alter any forward-looking statement (and expressly disclaimdisclaims any such obligations), whether as a result of new information, future events or otherwise. Factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, but are not limited to, the development of the COVID-19 outbreak, rising healthcare costs, business conditions and competition in the different insurance segments, government action and other regulatory issues.

Overview

We areTriple-S Management Corporation is a healthcare company and one of the most significanttop players in the managed care industry in Puerto Rico and havehealthcare industry. With more than 60 years of experience, in this industry.  we are the premier healthcare brand and serve more people through the most attractive provider networks on the island. We have the exclusive right to use the Blue Cross Blue Shield (BCBS) name and mark throughout Puerto Rico, the U.S. Virgin Islands (USVI), Costa Rica, the British Virgin Islands (BVI) and Anguilla, and we offer a broad portfolio of managed care and related products in the Commercial, Medicaid and Medicare Advantage and Medicaid markets. In the Commercial market, we offer products to corporate accounts, U.S. federal government employees, local government employees, individual accounts and Medicare Supplement. We also participate in the Government of Puerto Rico Health Insurance Plan (a government of Puerto Rico-fundedRico and U.S. federal government funded managed care program for the medically indigent that is similar to the Medicaid program in the U.S.) (Medicaid),.

Our commitment to our valued customers and provider partners, backed by administeringour heritage of excellent care, access and service have positioned Triple-S for continued growth in the provisionhealthcare arena. Our progressive use of technology and clinical data, value-based partnerships with care providers and initial investments in ambulatory and primary care assets are a strong foundation for differentiation and growth through the development of an integrated delivery system over the next several years. We believe continued investment and focus on delivering an excellent healthcare experience and great service, coupled with health benefits.  See detailsmanagement programs that improve outcomes and quality of life while reducing the Medicaid contract in Item 1Atotal cost of Part Icare, will separate Triple-S from our competition and strengthen the financial performance of our Annual Report on Form 10-K forbusiness well into the year ended December 31, 2018 under the sub-caption “We are dependent on a small number of government contracts to generate a significant amount of the revenues of our managed care business.future.

We have the exclusive right to use the Blue Cross Blue Shield (BCBS) name and mark throughout Puerto Rico, the U.S. Virgin Islands (USVI), Costa Rica, the British Virgin Islands (BVI) and Anguilla.  As of September 30, 2019,2020, we served approximately 925,000951,000 managed care members across all regions of Puerto Rico. For the nine months ended September 30, 20192020 and 2018,2019, our managed care segment represented approximately 92% of our total consolidated premiums earned.  We also have significant positions in the life insurance and property and casualty insurance markets.earned, respectively.

34

We participate in the managed care market through our subsidiaries, Triple-S Salud, Inc. (TSS); Triple-S Advantage, Inc. (TSA), and Triple-S Blue, Inc. I.I. (TSB). TSS, TSA and TSB are Blue Cross Blue Shield Association (BCBSA) licensees, which provides us with exclusive use of the Blue Cross and Blue Shield name and mark throughout Puerto Rico, the USVI, Costa Rica, the BVI, and Anguilla.BCBS licensees.

30



Triple-S is also a well-known brand in the life insurance and property and casualty insurance markets, with a significant share in each. We participate in the life insurance market through our subsidiary, Triple-S Vida, Inc. (TSV), and in the property and casualty insurance market through our subsidiary, Triple-S Propiedad, Inc. (TSP).

Intersegment revenuesrevenue and expenses are reported on a gross basis in each of the operating segments but eliminated in the consolidated results. Except as otherwise indicated, the numbers for each segment presented in this Quarterly Report on Form 10-Q do not reflect intersegment eliminations. These intersegment revenues and expenses affect the amounts reported on the financial statement line items for each segment but are eliminated in consolidation and do not change net income.Net Income. See Note 16 of18 to the unaudited Condensed Consolidated Financial Statementscondensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q.

Our revenuesrevenue primarily consistconsists of premiums earned, net and administrative service fees.  These revenuesinvestment income. Premiums are derived from the sale of managed care products in the Commercial market to employer groups, individuals, and government-sponsored programs, principally Medicare and Medicaid.  Premiums are derived from insurance contracts and administrative service fees are derived from self-funded contracts, under which we provide a range of services, including claims administration, billing and membership services, among others.  Revenues also include premiums earned from the sale of property and casualty and life insurance contracts, investment income, and revenues derived from other non-reportable segments.contracts.  Substantially all our earnings are generated in Puerto Rico.

Claims incurred include the payment of benefits and losses, mostly to physicians, hospitals and other service providers, and policyholders. Each segment’s results of operations depend to a significant extent on theirmanagement’s ability to accurately predict and effectively manage claims. A portion of the claims incurred for each period consists of claims reported but not paid during the period, as well as a management and actuarial estimate of claims incurred but not reported during the period. Operating expenses consist primarily of compensation, commission payments to brokers and other overhead business expenses.

We use operating income as a measure of performance of the underwriting and investment functions of our segments. We also use the loss ratio and the operating expense ratio as measures of performance.  The loss ratio is claims incurred divided by premiums earned, net, multiplied by 100. The operating expense ratio is operating expenses divided by premiums earned; net and administrative service fees, multiplied by 100.

Recent Developments

COVID-19

COVID-19 Situation in Puerto Rico

As of November 4, 2020, the Puerto Rico Department of Health reported 35,807 and 33,213 confirmed and probable COVID-19 cases, respectively, and a total of 850 confirmed and probable COVID-19-related deaths in Puerto Rico.

Puerto Rico was under a stay-at-home order (as amended and extended, the “Order”) from March 15, 2020 until June 16, 2020.  The Order required the closure of non-essential businesses for the same period of time.  On May 1, 2020, the Governor issued a new order providing for the gradual re-opening of the economy beginning on May 4, 2020, provided that the risk of contagion does not increase significantly.  The Governor has issued several other executive orders establishing the rules to continue the gradual re-opening of the economy, the latest of which is effective until November 13, 2020.

Healthcare is considered an essential service under the Order; therefore, all functions of our Managed Care business, other than sales, have been excluded from closure.  Our Life and Property & Casualty businesses, which had been closed since March 16, 2020, re-opened on May 5, 2020, subject to compliance with certain safety and risk management measures.

We have implemented our business continuity and risk mitigation plans and are closely monitoring how the outbreak develops in order to ensure the health and safety of our employees and visitors.

35


Economic Impact

It is still too early to fully assess the ultimate economic impact of the pandemic and lockdown.  However, the 2020 Fiscal Plan (as defined below) estimates that the economy of Puerto Rico will contract by 4% in real terms in fiscal year 2020 (which ended on June 30, 2020), largely due to the COVID-19 pandemic, with a limited recovery of 0.5% in fiscal year 2021.  These projections incorporate the combined effect of the measures enacted by the federal and Puerto Rico governments (discussed below), which are expected to play an essential role in mitigating the economic damage from the sudden economic shock caused by the pandemic.

See Item 1A.  Risk Factors – Risks Related to our Business – “Our business is geographically concentrated in Puerto Rico and weakness in the economy and the fiscal health of the government has adversely impacted and may continue to adversely impact us.” included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Legislative Measures and Initiatives

The federal and state governments have enacted a number of measures in response to the COVID-19 outbreak and the impact the outbreak has had on the economy, public health, government, individuals, and businesses. We include summaries of some of those measures below.

Funding and Economic Relief for Puerto Rico

Public Law 116-127, known as the Families First Coronavirus Response Act (FFCRA), enacted on March 18, 2020, makes approximately $182.9 million available for Puerto Rico’s Medicaid Program and increases the percentage of federal government funding for its Medicaid program expenditures from 76% to approximately 82% during the emergency period.  Public Law 116-136, the Coronavirus Aid, Relief, and Economic Security or CARES Act, enacted on March 27, 2020, includes a series of direct relief and financial assistance measures for Puerto Rico residents and businesses.  The CARES Act also assigns $2.2 billion to the Government of Puerto Rico to cover necessary expenditures related to COVID-19 and not included in the territory’s budget, among other measures. The Puerto Rico government has earmarked approximately $1 billion for its COVID-19 response.

Measures Impacting our Business

The FFCRA and CARES Act also require health plans and insurers to cover testing for COVID-19 without imposing cost-sharing or prior authorization requirements.  On April 16, 2020, the Puerto Rico Government enacted Act number 43, which requires health plans and insurers to cover COVID-19-related diagnostic and treatment services, including hospitalization, without cost-sharing.  Our regulators have also issued regulations and circular letters requiring waivers of pre-authorizations for certain services and drugs, requiring temporary coverage of certain out-of-network providers and services, and limiting cost-sharing for certain services.  See Item 1A. Risk Factors – “The COVID-19 pandemic and local, state and federal governments’ response to the pandemic may have a material adverse effect on our business, financial condition and results of operations” in this Quarterly Report on Form 10-Q.

Puerto Rico Economy

PROMESA and the Oversight Board

The Commonwealth has been enduring a fiscal and economic crisis for several years.over a decade. Such crisis prompted the U.S. Congress to enact the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”)(PROMESA) in June 2016. PROMESA, among other things, created a federal fiscal oversight board (the “Oversight Board”)Oversight Board) with broad powers over the Commonwealth’s fiscal affairs and established two mechanisms for the restructuring of the obligations of the Commonwealth, its instrumentalities and municipalities, contained in Titles III and VI of PROMESA. The Commonwealth and several of its instrumentalities are currently in the process of restructuring their debts through the mechanisms provided by PROMESA.

In August 2016, President Obama appointed the seven voting members of the Oversight Board through the process established in PROMESA, which authorized the President to select the members from several lists required to be submitted by congressional leaders.  On February 15, 2019, the First Circuit of the U.S. Court of Appeals (the “First Circuit”) declared such appointments unconstitutional upon concluding that they did not comply with the Appointments Clause of the U.S. Constitution, which requires that principal federal officers be appointed by the President, with the advice and consent of the U.S. Senate.  The First Circuit, however, validated the Oversight Board’s past acts and did not dismiss the petitions under Title III of PROMESA, as the plaintiffs had requested. In doing so, the First Circuit relied on a doctrine known as the “de facto officer doctrine,” which provides that acts performed by an officer that has assumed official duties without having been properly appointed to an office are valid even though it is later discovered that the officer’s appointment is legally deficient. The parties challenging the constitutionality of PROMESA appealed the First Circuit’s decision to the U.S. Supreme Court and the First Circuit stayed its decision pending the appeal. The U.S. Supreme Court held oral arguments on this case on October 15, 2019 and is expected to issue a decision before the end of its current term (June 2020). Given the lack of precedents interpreting the provisions of PROMESA, no assurances can be given as to the outcome of the appeal.  Any outcome that results in the voidance of the Oversight Board’s past actions could create further fiscal instability and adversely affect the Puerto Rico economy.

3136



Commonwealth Fiscal Plan and Plan of Adjustment

The Oversight Board has certified several fiscal plans for the Commonwealth since 2017. The most recent fiscal plan for the Commonwealth certified by the Oversight Board is dated May 9, 201927, 2020 (the Commonwealth2020 Fiscal Plan).  The CommonwealthAs mentioned above, the 2020 Fiscal Plan estimates a 4.7% contractionthat the economy of Puerto Rico will contract by 4% in real GNPterms in fiscal year 2018, after accounting for2020, largely because of the impactCOVID-19 pandemic, with a limited recovery of disaster relief funding and0.5% in fiscal year 2021. This new economic outlook exacerbates the Commonwealth government’s fiscal challenges. As a result of these changes, the 2020 Fiscal Plan projects that the Commonwealth will have a pre-contractual debt service deficit each year through 2025 if the measures and structural reforms contemplated by the plan.plan are not successfully implemented. It also projectsestimates that disaster relief spending will have a short-term stimulative effect on the economy, which, combined with the estimated effects of the proposed fiscal measures and structural reforms will resultdrive approximately $10 billion in real GNPsavings and extra revenue through 2025 and a cumulative 0.88% increase in growth of approximately 4%by fiscal year 2029. However, even after the fiscal measures and 1.5%structural reforms, and before contractual debt service, the 2020 Fiscal Plan’s projections reflect an annual deficit starting in fiscal years 2019 and 2020, respectively. The Commonwealth Fiscal Plan estimates that the Commonwealth’s population will continue to decline at rates of approximately 1% to 2% annually through fiscal year 2024.2032.

On September 27, 2019,February 28, 2020, the Oversight Board filed aan amended plan of adjustment for the Commonwealth, the Employees Retirement System of the Government of the Commonwealth and the Puerto Rico Public Buildings Authority in the pending debt restructuring proceedings under Title III of PROMESA. The proposed planPROMESA (the Proposed Plan of adjustment, which has not yet been confirmed by the Title III court and may suffer significant changes before confirmation, provides a framework for the Commonwealth to exit bankruptcy.

Recent Political Developments

The indictment of two former senior Puerto Rico government officials on fraud and related charges in July 2019, as well as other scandals involving former Puerto Rico Governor, Ricardo Rosselló Nevares, and other senior government officials led to massive protests and, ultimately, Rosselló’s resignation. Then Secretary of Justice, Wanda Vázquez Garced, was sworn in as Governor on August 7, 2019 in accordance with the successorship provisionsAdjustment). In light of the Puerto Rico Constitution.

See Item 1A.  Risk Factors – Risks RelatedCOVID-19 pandemic, however, the Oversight Board requested that the court adjourn proceedings related to our Business – “Our business is geographically concentrated inthe Proposed Plan of Adjustment to allow the Government and the Oversight Board to prioritize the health and safety of the people of Puerto Rico and weakness in the economy and the fiscal healthto gain a better understanding of the government has adversely impactedeconomic and may continue to adverselyfiscal impact us.” included in our Annual Report on Form 10-K for the year ended December 31, 2018.

Medicaid Cliff

The U.S. House of Representatives’ Committee on Energy and Commerce recently approved the “Territories Health Care Improvement Act” as part of H.R. 2328 and forwarded it to the full House for consideration. The bill provides for approximately $12 billion in funding over four years for the Puerto Rico Medicaid program. The U.S. Congress, particularly the US Senate, have requested the inclusion of accountability measures to ensure the proper use of funds in the bill and have requested additional information concerning Puerto Rico’s Medicaid program to the U.S. Department of Health and Human Services. Conversations between the House and the Senate regarding the Medicaid spending cliff are ongoing.  Our expectation is that a final agreement will be included in an ‘extenders’ package, likely to be enacted in the first quarter of 2020.

The Continuing Resolution (CR) approved by Congress that included the extension of temporary Medicaid funding in Puerto Rico is set to expire on November 21, 2019.  A CR extending funding for an additional term is expected to be approved in the following weeks, until Congress can reach a final agreement on federal government spending.

32



Government Health Plan Negotiations

The agreement for the administration of the Government Health Plan with ASES provides for an annual review of per member per month (PMPM) payment rates. The rating period for CY 2018-2019 expired on October 31, 2019. On October 31, 2019, we entered into an amendment to the agreement which provides, among other matters, for a 15-day extension of the CY 2018-2019 PMPM rates while the parties reach an agreement on applicable PMPM rates for CY 2019-2020. Once the parties agree on the new rates, these rates shall be effective as of November 1, 2019.

Share Repurchase Program

In October 2019, the Board of Directors authorized an expansion of the existing Class B share repurchase program, authorizing up to $25.0 million in repurchases, effective forty-eight hours after the publication of the press release issued on November 7, 2019 announcing the commencement of such program.pandemic.

Property & Casualty Litigation

As of September 30, 2019,2020, our Property and Casualty subsidiary had been served in a total of 270471 cases relating to Hurricane Maria. Of those, 218329 remained open as of September 30, 2019. In addition, based on our review2020. TSP closed 75 claims during the third quarter of 2020, increasing the publicly available Puerto Rico court system’s electronic docket, asnumber of September 30, 2019, an additional 178 cases had been filed, but not served, against our Property and Casualty subsidiary. The Puerto Rico court system’s electronic docket is entirely outside our control and we are not ableclaims closed to verify its accuracy or completeness. The Company performed additional analysis of case reserves for claims in which lawsuits have been filed against TSP but not served. Following this analysis, as well as the customary review of the reserves, the Company determined that there is no need to increase its estimate of gross losses nor adjust reserves related to Hurricane Maria. The Company will continue to closely monitor all claims made and lawsuits properly served and will adjust reserves if and when any new material information emerges.97.5%. See Item 1A. Risk Factors – Risks Related to our Business – “Large-scale natural disasters may have a material adverse effect on our business, financial condition and results of operations” See alsoand “We face risks related to litigation.” litigation” included in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

Medicare Property and Casualty Reinsurance Program

The Company’s Property and Casualty segment completed the renewal of its reinsurance property and catastrophe program effective April 1, 2020 for twelve-month term ending March 31, 2021.  The new reinsurance program considers a change in cessions in the Commercial Property quota share agreement from 25% to 20% and provides the segment with a catastrophe loss protection of $809 million in excess of $5 million. The cost of the new reinsurance program is estimated to be approximately $2.0 million more than the expiring program.

Recent Seismic Activity

On January 7, 2020, a magnitude 6.4 earthquake struck Puerto Rico, causing island-wide power outages and extensive damage to infrastructure and property in the southwest region of the island.  The 6.4 magnitude earthquake was preceded by foreshocks and followed by aftershocks. During the three months ended March 31, 2020, the Company recognized $5 million in incurred losses related to this event, which is its maximum exposure for a single event under its current reinsurance program.  We also incurred in $3.0 million in reinstatement reinsurance premiums related to the event.

See “Item 1A.  Risk Factors—Risks Related to Our Business – Our business is geographically concentrated in Puerto Rico and weakness in the economy and the fiscal health of the government has adversely impacted and may continue to adversely impact us” included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Puerto Rico Health Insurance Administration (ASES by its Spanish Acronym) Contract Amendment

On September 24, 2020, we entered into an amendment to our contract with ASES for the provision of health coverage to the medically indigent in Puerto Rico under the Puerto Rico Health Reform Program known as Vital (similar to Medicaid). The amendment, which is effective as of September 15, 2020, provides, among other things, for the revision of the premium rates payable by ASES. The new premium rates are effective retroactively from July 1, 2020 and will apply through the expiration of the contract on September 30, 2021.  In addition, the amendment clarifies certain aspects related to the payment and identification of high-cost high-need enrollees under the agreement.

37

Legislative Initiatives

On July 20, 2020, the Governor of Puerto Rico announced she would call the Legislative Assembly to an extraordinary session for the consideration of legislation affecting the healthcare insurance industry, among other measures. Of note are House Bill 2583, now Act 138-2020, and Senate Bill 1658, now Act 142-2020, both of which apply to our Commercial and Medicaid lines of business. Act 138-2020, signed on September 1, 2020, purports to reduce applicable periods for insurers to process and pay claims, and to further regulate the utilization review process. The new law orders the Commissioner of Insurance and ASES to adopt related regulation. Act 142-2020, signed on October 9, 2020, limits insurers’ ability to review the course of treatment or medication prescribed by a physician and requires insurers to provide immediate, temporary coverage for prescribed medication to patients while their claims are resolved, among other matters.

Both measures would enter into force this year; however, adoption of related regulation and guidance from implementing agencies is still pending. Legal challenges are possible against these new laws. We are nonetheless assessing the operational and financial impact these laws may have on our business.

See “Item 1A.  Risk Factors—Risks Relating to the Regulation of Our Industry – Changes in governmental regulations, or the application thereof, may adversely affect our business, financial condition and results of operations” included in our Annual Report on Form 10-K for the year ended December 31, 2019.

Acquisition of Life Insurance Portfolio

Effective June 1, 2020, our Life Insurance company acquired a life insurance portfolio from a local insurance company. The portfolio represents approximately $5 million in annualized premiums.

STARS Rating

On October 9, 2019,8, 2020, the Centers for Medicare and Medicaid Services (CMS) announced STARS Ratings for contract product offerings in year 2020. Triple-S2021. Our Medicare Advantage received aPPO plan achieved an overall rating of 3.5 stars, our HMO plan achieved an overall 4-star rating in its HMO contract and 4.5 stars in itsour Part D (Pharmacy) offering. The new ratings reflect a half-star reduction from current ratings ofoffering received 4.5 stars (HMO) and 5 stars (Part D), respectively, and will apply in payment year 2021.stars. STARS Ratings for plans are calculated based on the results achieved by the plan on a contract in terms of measures spanning four categories: Healthcare Effectiveness Data and Information Set (HEDIS) measures, Consumer Assessment of Healthcare Providers and Systems (CAHPS) and Health Outcomes Survey (HOS) measures, Administrative measures, and Part D measures. The reduction in the ratings is due to a combination of the adjustment in CMS thresholds for 4 and 5 stars and lower scores on CAHPS and HOS measures, which were offset in part by an improvement in HEDIS measures.

Conversion of Remaining Class A Shares into Class B Shares and Elimination of Dual Class Equity Structure

On July 16, 2019, the Company announced that its Board of Directors authorized the conversion (Conversion) of the Company’s remaining issued and outstanding Class A common shares into Class B common shares, effective August 7, 2019.

As the result of a recent litigation settlement, the Company issued 48,602 Class A shares to the heirs of a former shareholder preceding the Conversion.  The issuance of these new Class A shares entitled all Class B shareholders to certain anti-dilution rights; therefore, all holders of Class B shares at the close of business on July 26, 2019 (Record Date) received a share dividend of 0.051107 Class B shares for every Class B share they owned as of that time, as determined by the anti-dilution formula in the Company’s articles of incorporation.  The Class B share dividend became payable on August 6, 2019; cash was paid in lieu of fractional shares so that shareholders receive a whole number of shares of common stock.

Effective upon the Company’s public announcement on August 7, 2019, all Class A holders of record received one Class B share for each Class A share held.  Upon the Conversion, all remaining outstanding Class A shares were automatically cancelled and extinguished, and the Company will maintain a single class of common shares. See Note 11 of the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

33



Recent Accounting Standards

For a description of recent accounting standards, see Note 2 to the unaudited condensed consolidated interim financial statements included in this quarterly report on Form 10-Q.

Managed Care Membership
 As of September 30,  As of September 30, 
 2019 2018  2020  2019 
Managed care enrollment:           
Commercial 1
 442,069 453,823   429,503   442,069 
Medicare 128,660 111,389   136,135   128,660 
Medicaid  354,230  394,149   385,344   354,230 
Total  924,959  959,361   950,982   924,959 
Managed care enrollment by funding arrangement:             
Fully-insured 805,882 819,267 
Fully insured  843,152   805,882 
Self-insured  119,077  140,094   107,830   119,077 
Total  924,959  959,361   950,982   924,959 

(1)(1)Commercial membership includes corporate accounts, self-funded employers, individual accounts, Medicare Supplement, Federal government employees and local government employees.

3438



Consolidated Operating Results

The following table sets forth the Corporation’s consolidated operating results.  Further details of the results of operations of each reportable segment are included in the analysis of operating results for the respective segments.

 Three months ended  Nine months ended 
 September 30,  September 30,  
Three months ended
September 30,
  
Nine months ended
September 30,
 
(dollar amounts in millions) 2019  2018  2019  2018  2020  2019  2020  2019 
Revenues:                        
Premiums earned, net $815.0  $742.4  $2,442.5  $2,236.3  $923.0  $815.0  $2,657.4  $2,442.5 
Administrative service fees  2.6   3.8   7.7   11.2   3.7   2.6   8.7   7.7 
Net investment income  15.2   16.2   45.6   45.6   14.2   15.2   42.3   45.6 
Other operating revenues  3.1   1.6   6.3   4.2   2.0   3.1   6.4   6.3 
Total operating revenues  835.9   764.0   2,502.1   2,297.3   942.9   835.9   2,714.8   2,502.1 
Net realized investment gains (losses)  1.1   (0.9)  4.8   1.1   0.5   1.1   (0.2)  4.8 
Net unrealized investment gains (losses) on equity investments  1.3   5.6   24.3   (11.3)  11.1   1.3   (17.4)  24.3 
Other income, net  0.5   1.9   3.4   3.6   1.8   0.5   6.2   3.4 
Total revenues  838.8   770.6   2,534.6   2,290.7   956.3   838.8   2,703.4   2,534.6 
Benefits and expenses:                                
Claims incurred  680.0   648.6   2,009.5   1,959.7   761.8   680.0   2,129.4   2,009.5 
Operating expenses  136.9   141.0   403.6   408.8   158.8   136.9   499.7   403.6 
Total operating expenses  816.9   789.6   2,413.1   2,368.5   920.6   816.9   2,629.1   2,413.1 
Interest expense  2.1   2.0   5.7   5.5   2.1   2.1   5.8   5.7 
Total benefits and expenses  819.0   791.6   2,418.8   2,374.0   922.7   819.0   2,634.9   2,418.8 
Income (loss) before taxes  19.8   (21.0)  115.8   (83.3)
Income tax expense (benefit)  5.9   (3.4)  36.1   (30.9)
Net income (loss) attributable to TSM $13.9  $(17.6) $79.7  $(52.4)
Income before taxes  33.6   19.8   68.5   115.8 
Income tax expense  10.0   5.9   27.5   36.1 
Net income attributable to TSM $23.6  $13.9  $41.0  $79.7 

Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 20182019

Operating Revenues

Consolidated premiums earned, net increased by $72.6$108.0 million, or 9.8%13.3%, to $815.0 million.$923.0 million during the three months ended September 30, 2020.  This increase primarily reflects higher premiums in the Managed Care segment by $65.8 million primarily due to higher average premiums rates and an increase in membership in the Medicare and fully-insured Commercial businesses.of $103.5 million. The increase was partially offset by lower Medicaid membership.

Claims Incurred

Consolidated claims incurred increased by $31.4 million, or 4.8%, to $680.0 million mostly due a $79.1 million increase in claims incurred in the Managed Care segment, partially offset by $52.3 million of unfavorable prior period reserve development related to Hurricane Maria recognized by the Property and Casualty segment during prior year quarter.  The increasegrowth in Managed Care claims primarilypremiums reflects higher Medicareaverage premium rates and Commercial fully-insured enrollment, offset in part by the decrease in Medicaid membership. The consolidated loss ratio decreased by 400 basis points to 83.4%.

Operating Expenses

Consolidated operating expenses decreased by $4.1 million, or 2.9%, to $136.9 million.  The decrease in operating expenses mostly results from the suspension in 2019 of the Health Insurance Providers Fee (HIP fee) of $13.1 million, offset in part by higher personnel cost and commission expense.  For the threefully insured member months ended September 30, 2019, the consolidated operating expense ratio decreased 220 basis points to 16.7%.

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Income Taxes

Consolidated income tax expense for the three months ended September 30, 2019 was $5.9 million, compared to a benefit of $3.4 million during the three months ended September 30, 2018. The year over year change in income taxes mostly reflects the loss before taxes in the 2018 period in the Property and Casualty segment.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Operating Revenues

Consolidated premiums earned, net increased by $206.2 million, or 9.2%, to $2,442.5 million. This increase primarily reflects higher premiums in the Managed Care segment by $199.8 million due to higher average premiums rates across all Managed Care lines of business and an increase in Medicare and fully-insured Commercial membership.  The increase was partially offset by lower Medicaid membership.business.

Net unrealized investment gains (losses) on equity investments

The $24.3$11.1 million in consolidated net unrealized investment gains reflectson equity investments reflect the impact of changes in equity markets.

Claims Incurred

Consolidated claims incurred increased by $49.8$81.8 million, or 2.5%12.0%, to $2,009.5$761.8 million, dueand the consolidated loss ratio decreased 90 basis points, to a $172.3 million82.5%, when compared to the prior-year period. The increase in claims incurred  primarily reflects higher claims in the Managed Care segment partially offset by $128.7 million ofresulting from an increase in fully insured members, unfavorable prior periodprior-period reserve development and other costs such as COVID-19 related treatment and testing, the waiver of medical and payment policies and the assistance we are providing to Hurricane Maria recognized by the Propertyour elderly population and Casualty segment during the prior year.other vulnerable members. The increase in Managed Care claims primarily reflects higher Medicare and Commercial fully-insured enrollment, offset in part by the decrease in Medicaid membership.  Thethe consolidated loss ratio decreased by 530 basis pointsreflects lower Managed Care utilization of services since mid-March as the result of the government-enforced lockdown during the COVID-19 pandemic, an increase in the average membership risk score, and the reinstatement of the HIP fee pass-through in 2020.

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Following the government-enforced lockdown related to 82.3%.the COVID-19 pandemic in mid-March, we have seen a decrease in utilization of Managed Care services as members and providers deferred non-emergent or elective health services.  While this trend has caused, and may continue to cause, a short-term decrease in our claim costs, during this third quarter we saw an increase in utilization closer to normal as demand for deferred non-emergent or elective health services resumed.  The access to and demand for care was most constrained from mid-March through April, and began to recover in late May, gradually increasing close to expected levels in the third quarter.

Operating Expenses

Consolidated operating expenses decreasedincreased by $5.2$21.9 million, or 1.3%16.0%, to $403.6$158.8 million. The decreaseincrease in operating expenses mostly resultresulted from the suspensionreinstatement in 2020 of the HIP fee of $37.0$12.1 million, offsetand higher business promotion expenses, mainly related to COVID-19 relief efforts.  For the three months ended September 30, 2020, the consolidated operating expense ratio increased 40 basis points, to 17.1%.

Income Taxes

Consolidated income tax expense for the three months ended September 30, 2020 increased by $4.1 million, to $10.0 million, primarily reflecting higher taxable income in partthe Managed Care segment in 2020.

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Operating Revenues

Consolidated premiums earned, net increased by higher personnel costs and commission expense.  For$214.9 million, or 8.8%, to $2,657.4 million during the nine months ended September 30, 2019,2020.  This increase primarily reflects higher premiums in the Managed Care segment by $203.3 million due to higher average premium rates in the Medicare and Medicaid lines of business and an increase in Medicare, Medicaid and Commercial fully insured member months.

Net unrealized investment gains (losses) on equity investments

The $17.4 million in consolidated net unrealized investment losses on equity investments reflect the impact of changes in equity markets.

Claims Incurred

Consolidated claims incurred increased by $119.9 million, or 6.0%, to $2,129.4 million, during the nine months ended September 30, 2020.  The consolidated loss ratio decreased 220 basis points, to 80.1%, from the prior-year period, mostly reflecting lower Managed Care utilization of services since mid-March as the result of the government-enforced lockdown during the COVID-19 pandemic and the effect in the MLR of the reinstatement of the HIP fee pass-through in 2020. These decreases were partially offset by the increased benefits in our 2020 Medicare product offering, unfavorable prior-period reserve development in the Managed Care segment and $5 million of earthquake losses recorded by the Property and Casualty segment.

Following the government-enforced lockdown related to the COVID-19 pandemic in mid-March, we have seen a decrease in utilization of Managed Care services as members and providers deferred non-emergent or elective health services.  While this trend has caused, and may continue to cause, a short-term decrease in our claim costs, we are experiencing an increase in these costs during the second half of the year, that affect our medical cost trends as the demand for deferred non-emergent or elective health services resumes.  The access to and demand for care was most constrained from mid-March through April, and began to recover in late May, gradually increasing close to expected levels in the third quarter.

Operating Expenses

Consolidated operating expenses increased by $96.1 million, or 23.8%, to $499.7 million. The increase in operating expenses mostly results from the reinstatement of the HIP fee in 2020 of $43.4 million, the recognition of a $32 million contingency reserve related to a legal proceeding in our Managed Care segment (see Note 17 to the unaudited condensed consolidated interim financial statements included in this quarterly report on Form 10-Q), higher amortization of deferred acquisition costs and higher business promotion expenses, mainly related to COVID-19 relief efforts.  These increases were partially offset by lower professional fees and provision for doubtful accounts. The consolidated operating expense ratio decreased 170increased 220 basis points, to 16.5%18.7%.

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Income Taxes

Consolidated income tax expense for the nine months ended September 30, 2019 was $36.12020 decreased by $8.6 million compared to $27.5 million primarily reflecting a benefit of $30.9 million during the nine months ended September 30, 2018.  The year over year changelower taxable income in income taxes mainly reflects the loss before taxesall segments in the 2018 period in the Property and Casualty segment.

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2020.

Managed Care Operating Results
  Three months ended  Nine months ended 
  September 30,  September 30, 
(dollar amounts in millions) 2019  2018  2019  2018 
Operating revenues:            
Medical premiums earned, net:            
Commercial $203.1  $197.3  $602.4  $590.8 
Medicare  367.1   283.6   1,065.7   851.3 
Medicaid  176.3   199.8   577.7   603.9 
Medical premiums earned, net  746.5   680.7   2,245.8   2,046.0 
Administrative service fees  3.6   4.9   10.9   14.3 
Net investment income  5.7   6.8   17.0   17.5 
Total operating revenues  755.8   692.4   2,273.7   2,077.8 
Medical operating costs:                
Medical claims incurred  645.2   566.1   1,905.9   1,733.6 
Medical operating expenses  105.2   112.1   311.0   317.9 
Total medical operating costs  750.4   678.2   2,216.9   2,051.5 
Medical operating income $5.4  $14.2  $56.8  $26.3 
Additional data:                
Member months enrollment:                
Commercial:                
Fully-insured  964,321   939,110   2,872,836   2,840,884 
Self-funded  356,059   427,791   1,072,510   1,317,244 
Total commercial  1,320,380   1,366,901   3,945,346   4,158,128 
Medicare  386,995   334,836   1,156,438   1,008,063 
Medicaid  1,065,885   1,191,681   3,187,753   3,564,769 
Total member months  2,773,260   2,893,418   8,289,537   8,730,960 
Medical loss ratio  86.4%  83.2%  84.9%  84.7%
Operating expense ratio  14.0%  16.4%  13.8%  15.4%

 
Three months ended
September 30,
  
Nine months ended
September 30,
 
(dollar amounts in millions) 2020  2019  2020  2019 
Operating revenues:            
Medical premiums earned, net:            
Medicare $400.7  $367.1  $1,160.9  $1,065.7 
Medicaid  240.9   176.3   682.9   577.7 
Commercial  208.4   203.1   605.3   602.4 
Medical premiums earned, net  850.0   746.5   2,449.1   2,245.8 
Administrative service fees  3.1   3.6   9.8   10.9 
Net investment income  5.1   5.7   14.8   17.0 
Total operating revenues  858.2   755.8   2,473.7   2,273.7 
Medical operating costs:                
Medical claims incurred  720.3   645.2   2,025.1   1,905.9 
Medical operating expenses  124.9   105.2   392.1   311.0 
Total medical operating costs  845.2   750.4   2,417.2   2,216.9 
Medical operating income $13.0  $5.4  $56.5  $56.8 
Additional data:                
Member months enrollment:                
Commercial:                
Fully insured  966,906   964,321   2,920,460   2,872,836 
Self-funded  324,372   356,059   981,634   1,072,510 
Total commercial  1,291,278   1,320,380   3,902,094   3,945,346 
Medicare  407,170   386,995   1,220,280   1,156,438 
Medicaid  1,132,626   1,065,885   3,278,098   3,187,753 
Total member months  2,831,074   2,773,260   8,400,472   8,289,537 
Medical loss ratio  84.7%  86.4%  82.7%  84.9%
Operating expense ratio  14.6%  14.0%  15.9%  13.8%

Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 20182019

MedicalManaged Care Operating Revenues

MedicalManaged Care premiums earned increased by $65.8$103.5 million, or 9.7%13.9%, to $746.5$850.0 million. This increase is principally the result of the following:

Medical premiums generated by the Medicare business increased by $83.5 million, or 29.4% to $367.1 million, primarily reflecting an increase in enrollment by approximately 52,000 member months, and higher average premium rates reflecting an increase in the average membership risk score.
Premiums generated by the Medicare business increased by $33.6 million, or 9.2%, to $400.7 million, mostly due to an increase in enrollment by approximately 20,000 member months, primarily reflecting a more competitive product offering, and higher average premium rates due to an increase in the average membership risk score.  This quarter we also lowered the estimated MLR rebate accrual as utilization of services have continued to trend up to almost-normal levels following the reduction noted in the second quarter related to the lockdown as the result of the COVID-19 pandemic.

Premiums generated by the Medicaid business increased by $64.6 million, or 36.6%, to $240.9 million, primarily reflecting higher member months of approximately 67,000 and higher average premium rates following three separate premium rate increases that became effective on November 1, 2019, May 1, 2020 and July 1, 2020.

Medical premiumsPremiums generated by the Commercial business increased by $5.8$5.3 million, or 2.9%2.6%, to $203.1 million. This fluctuation primarily reflects$208.4 million, mainly reflecting higher fully-insured enrollmentaverage premium rates, an increase in fully insured member months during the quarter by approximately 25,000 member months,3,000 and higher average premium rates, offset in part by $2.9 million related to the suspensionreinstatement of the HIP fee pass-through in 2019.

Medical premiums generated by the Medicaid business decreased by $23.5 million, or 11.8% to $176.3 million, primarily reflecting a decrease in membership of approximately 126,000 member months, and $3.6 million related to the suspension of the HIP fee pass-through in 2019.  The premiums for the quarter were also lowered by a retroactive adjustment done by ASES following the reclassification of a portion of the High Cost High Need (HCHN) population into lower premium rates. The decrease in membership follows the lower membership assigned to us by ASES when implementing the new contract effective November 1, 2018.
2020.

3741



MedicalManaged Care Claims Incurred

MedicalManaged Care claims incurred increased by $79.1$75.1 million, or 14.0%11.6%, to $645.2$720.3 million when compared to the three months ended September 30, 2018.2019. The medical loss ratio (MLR) of the segment increased 320decreased 170 basis points during the 20192020 period, to 86.4%84.7%.  This fluctuation is primarily attributed to the net effect of the following:

The medical claimsClaims incurred in the Medicare business increased by $69.7$25.5 million, or 30.6%8.6%, during the 20192020 period and its MLR decreased 50 basis points to 80.6%. The increase in claims incurred is the result of higher membership offset by lower MLR. The lower MLR mostly reflects the increase in the average membership risk score and lower utilization resulting from the government-enforced lockdown during the COVID-19 pandemic, partially offset by unfavorable prior-period reserve development and a more competitive product offering.

Claims incurred in the Medicaid business increased by $50.9 million, or 29.0%, during the 2020 period.  The MLR, at 81.1%94.0%, was 80560 basis points higherlower than the same period last year. The increase in claims incurred is the result of higher membership offset by lower MLR.  The lower MLR mostly reflects lower favorable prior period reserve development in 2019 when compared to the prior year and improved benefits in the 2019 product offerings.

The medical claims incurred in the Commercial business increased by $5.4 million, or 3.3%, during the 2019 period.  The MLR, at 84.7% was 20 basis points higher than the same period last year, mostly reflecting the impact of the eliminationpremium increases mentioned above, lower utilization resulting from the government-enforced lockdown during the COVID-19 pandemic, and the reinstatement of the HIP fee pass-through in 2019,2020.  These effects were partially offset in part by favorable prior periodunfavorable prior-period reserve developments.
development.

The medical claimsClaims incurred in the MedicaidCommercial business increaseddecreased by $4.0$1.3 million, or 2.3%0.7%, during 2020 and its MLR decreased 280 basis points, to 81.9%.  The lower MLR mostly reflects the 2019 period. The MLR, at 99.6%, was 1,370 basis point higher than the same period last year, the increased MLR reflects required target MLR of the current Medicaid contract, the impact of the elimination in 2019reinstatement of the HIP fee pass-through and a timing difference in the recognition of member acuity2020, offset in premiums. The current Medicaid contract requires a minimum MLR of 92%, including allocation of healthcare quality improvement expenses.
part by unfavorable prior-period reserve development.

MedicalManaged Care Operating Expenses

MedicalManaged Care operating expenses decreasedincreased by $6.9$19.7 million, or 6.2%18.7%, to $105.2$124.9 million.  The operating expense ratio decreased by 240increased 60 basis points to 14.0%14.6% in 2019.2020. The lowerhigher operating expenses and expense ratio are mostly driven by a $13.1$12.1 million decreaseincrease in the HIP Fee due tofee following the moratoriumreinstatement of the fee in 2019, offset in part by higher personnel costs2020 and commission expense.expenses related to providing much-needed assistance to seniors to help them manage through the COVID-19 pandemic.

Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 20182019

MedicalManaged Care Operating Revenues

MedicalManaged Care premiums earned increased by $199.8$203.3 million, or 9.8%9.1%, to $2,245.8$2,449.1 million. This increase is principally the result of the following:

Medical premiums generated by the Medicare business increased by $214.4 million, or 25.2%, to $1,065.7 million, primarily reflecting an increase in member months enrollment by approximately 148,000 and higher average premium rates, mainly reflecting higher membership risk score in 2019.
Premiums generated by the Medicare business increased by $95.2 million, or 8.9%, to $1,160.9 million, mostly due to higher average premium rates, reflecting an increase in the average membership risk score revenue in 2020, and higher member months enrollment by approximately 64,000. These increases were partially offset by the recognition of an MLR rebate related to lower utilization following the government-enforced lock-down during the COVID-19 pandemic.

Premiums generated by the Medicaid business increased by $105.2 million, or 18.2%, to $682.9 million, primarily reflecting higher average premium rates following the premium rates increases in 2020 mentioned above, an increase in enrollment of approximately 90,000 member months, the reinstatement of the HIP fee pass-through in 2020, and a profit-sharing accrual recorded in 2019.

Medical premiumsPremiums generated by the Commercial business increased by $11.6$2.9 million, or 2.0%0.5%, to $602.4$605.3 million.  This fluctuation primarily reflects higher fully-insured memberfully insured enrollment during the year by approximately 32,00048,000 member months and higher average premium rates, offset in part by $9.0 million related to the suspensionreinstatement of the HIP fee pass-through in 2019.
2020.  These increases were partially offset by lower average premium rates and the recognition of an MLR rebate related to lower utilization following the government-enforced lockdown during the COVID-19 pandemic.

Medical premiums generated by the Medicaid business decreased by $26.2 million or 4.3% to $577.7 million.  This decrease primarily reflects lower enrollment by approximately 377,000 member months, the $6.3 million impact of the profit sharing accrual, and $10.9 million related to the suspension of the HIP fee pass-through in 2019. The decrease in membership follows the lower membership assigned to us by ASES when implementing the new Medicaid contract effective November 1, 2018.  The increase in average premium rates is due to the change in model brought by the new contract, where we now insure members across Puerto Rico which have higher average premium rates per member, compared to the previous contract where we covered only two service regions with lower premium rates per member.
3842



MedicalManaged Care Claims Incurred

MedicalManaged Care claims incurred increased by $172.3$119.2 million, or 9.9%6.3%, to $1,905.9$2,025.1 million when compared to the nine months ended September 30, 2018.2019.  The MLR of the segment increased 20decreased 220 basis points during the 2019 period,2020, to 84.9%82.7%. TheThis fluctuation in claims incurred is primarily attributed to the net effect of the following:

The medical claimsClaims incurred in the Medicare business increased by $148.5$64.3 million, or 20.7%7.4%, during the 20192020 period mostly driven by higher enrollment. Theand its MLR at 81.4% was 300decreased 120 basis points, lower than the same period last year, driven by favorable prior period reserve developmentsto 80.2%.  The increase in 2019 and the impact ofclaim cost containment initiatives. These decreases were offset in part byis due to higher member months, improved benefits in product offerings, and unfavorable prior-period reserve development, partially offset by the 2019 product offerings.
lower MLR.  The lower MLR mostly reflects lower utilization of services as the result of the government-enforced lockdown during the COVID-19 pandemic, which was in force from mid-March to mid-June, when it was significantly reduced.

The medical claims incurred in the Commercial business increased by $14.6 million, or 3.0%, during the 2019 period. The MLR, at 82.8%, was 80 basis point higher than the same period last year, mostly reflecting the elimination of the HIP fee pass through in 2019.

The medical claimsClaims incurred in the Medicaid business increased by $9.2$93.2 million, or 1.7%17.3%, during 2020 and its MLR decreased 70 basis points, to 92.7%. The increase in claim cost is due to higher claims trend and member months and an unfavorable prior-period reserve development in 2020, partially offset by the 2019 period.lower MLR. The MLR, at 93.4%, was 550 basis point higher than the same period last year.  The increasedlower MLR reflects the higher required target MLR ofpremium rates in the current Medicaid contract,2020 period as well as the impact of the elimination in 2019reinstatement of the HIP fee pass-through and a timing differencein 2020. In addition, the 2020 MLR reflects lower utilization of services as the result of the government-enforced lockdown during the COVID-19 pandemic.

Claims incurred in the recognition of member acuityCommercial business decreased by $38.3 million, or 7.7%, during 2020 and its MLR decreased 670 basis points, to 76.1%. These decreases mostly result from lower utilization related to the COVID-19 lockdown and the impact in premiums. The current Medicaid contract requires a minimumthe MLR of 92%, including allocationthe reinstatement of healthcare quality improvements expenses.
the HIP fee pass-through in 2020. These decreases were partially offset by the impact of the previously mentioned estimated premium rebates, higher fully insured enrollment and an unfavorable change in prior-period reserve developments when compared to the 2019 period.

MedicalManaged Care Operating Expenses

Total medicalManaged Care operating expenses decreasedincreased by $6.9$81.1 million, or 2.2%26.1%, to $311.0$392.1 million. The operating expense ratio decreased by 160increased 210 basis points to 13.8%15.9% in 2019.2020. The lowerhigher operating expense ratio reflectsexpenses mostly result from the suspensionreinstatement in 2020 of the HIP fee of $43.4 million, the recognition of a contingency reserve related to a legal proceeding, and expenses related to providing much-needed assistance to seniors to help them manage through the COVID-19 pandemic, offset in 2019, resulting inpart by a decrease of $37.0 million,in the provision for doubtful accounts and a higher volume of business, offset by increases in personnel costs and commission expense.professional fees.

3943



Life Insurance Operating Results

 Three months ended  Nine months ended 
 September 30,  September 30,  
Three months ended
September 30,
  
Nine months ended
September 30,
 
(dollar amounts in millions) 2019  2018  2019  2018  2020  2019  2020  2019 
Operating revenues:                        
Premiums earned, net:                        
Premiums earned $47.3  $43.7  $139.7  $129.7  $52.6  $47.3  $152.2  $139.7 
Assumed earned premiums  0.6   0.7   1.6   2.0   0.1   0.6   0.1   1.6 
Ceded premiums earned  (2.1)  (2.1)  (6.2)  (6.6)  (2.6)  (2.1)  (7.4)  (6.2)
Premiums earned, net  45.8   42.3   135.1   125.1   50.1   45.8   144.9   135.1 
Net investment income  6.7   6.4   20.0   19.1   6.9   6.7   20.6   20.0 
Total operating revenues  52.5   48.7   155.1   144.2   57.0   52.5   165.5   155.1 
Operating costs:                                
Policy benefits and claims incurred  25.9   25.3   79.2   73.8   30.6   25.9   78.6   79.2 
Underwriting and other expenses  20.0   17.7   58.4   55.8   20.7   20.0   66.7   58.4 
Total operating costs  45.9   43.0   137.6   129.6   51.3   45.9   145.3   137.6 
Operating income $6.6  $5.7  $17.5  $14.6  $5.7  $6.6  $20.2  $17.5 
Additional data:                                
Loss ratio  56.6%  59.8%  58.6%  59.0%  61.1%  56.6%  54.2%  58.6%
Operating expense ratio  43.7%  41.8%  43.2%  44.6%  41.3%  43.7%  46.0%  43.2%

Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 20182019

Operating Revenues

Premiums earned, net increased by $3.5$4.3 million, or 8.3%9.4%, to $45.8$50.1 million, mainly as the result of higher sales and improved policy retentionacross all lines of business, mainly in the Cancer, Individual Life, and CancerGroup lines of business.business, aided by the acquisition of an insurance portfolio during the second quarter of 2020.

Policy Benefits and Claims Incurred

Policy benefits and claims incurred increased by $0.6$4.7 million, or 2.4%18.1%, to $25.9$30.6 million, mostly as the result of higher actuarial reserves following improved portfolio persistencyan increase in collections and policy retention efforts that resulted in the reinstatement of most policies that were cancelled during the period and higher volumesecond quarter of business.  The2020 due to the COVID-19 lockdown.  As a result, the segment’s loss ratio decreased 320increased 450 basis pointpoints to 56.6%61.1%.

Underwriting and Other Expenses

Underwriting and other expenses increased by $2.3$0.7 million, or 13.0%3.5%, to $20.0$20.7 million mainly aswhile the result of higher commission expense reflecting the segment’s higher volume of business and improved portfolio persistency.  The segment’s operating expense ratio increased 190decreased 240 basis points to 43.7%41.3%.

Nine Months Ended September 30, 20192020 Compared to Nine Months Ended September 30, 20182019

Operating Revenues

Premiums earned, net increased by $10.0$9.8 million, or 8.0%7.3%, to $135.1$144.9 million, mainly as the result of higher sales and improved policy retentionacross all lines of business, mainly in the Individual Life and Cancer lines of business.business aided by the acquisition of an insurance portfolio during the second quarter of 2020.

Policy Benefits and Claims Incurred

Policy benefits and claims incurred increaseddecreased by $5.4$0.6 million, or 7.3%0.8%, to $79.2$78.6 million, mostly as the result of higher actuarial reserves following improved portfolio persistency duringa slowdown in claim trends in the period and higher volumeCancer line of business.  Thebusiness due to the COVID-19 lockdown. As a result, the segment’s loss ratio decreased by 40440 basis pointpoints to 58.6%54.2%.

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Underwriting and Other Expenses

Underwriting and other expenses increased $2.6$8.3 million, or 4.7%14.2%, to $58.4$66.7 million, mainly due tomostly reflecting higher commissions and personnel costs, partly offset by a decrease in DAC & VOBA amortization reflecting the segment’s higher volume of business and improved portfolio persistency.deferred acquisition costs. The segment’s operating expense ratio improved 140increased 280 basis points to 43.2%46.0%.

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Property and Casualty Insurance Operating Results

 Three months ended  Nine months ended 
 September 30,  September 30,  
Three months ended
September 30,
  
Nine months ended
September 30,
 
(dollar amounts in millions) 2019  2018  2019  2018  2020  2019  2020  2019 
Operating revenues:                        
Premiums earned, net:                        
Premiums written $40.0  $33.3  $107.4  $99.7  $44.0  $40.0  $115.6  $107.4 
Premiums ceded  (12.3)  (12.6)  (36.0)  (40.1)  (14.9)  (12.3)  (45.6)  (36.0)
Change in unearned premiums  (4.0)  (0.5)  (6.5)  7.5   (5.2)  (4.0)  (3.1)  (6.5)
Premiums earned, net  23.7   20.2   64.9   67.1   23.9   23.7   66.9   64.9 
Net investment income  2.5   2.5   7.4   7.7   2.2   2.5   6.6   7.4 
Total operating revenues  26.2   22.7   72.3   74.8   26.1   26.2   73.5   72.3 
Operating costs:                                
Claims incurred  10.2   58.2   28.3   155.1   10.4   10.2   27.8   28.3 
Underwriting and other expenses  9.4   11.4   29.1   34.5   11.3   9.4   34.8   29.1 
Total operating costs  19.6   69.6   57.4   189.6   21.7   19.6   62.6   57.4 
Operating income (loss) $6.6  $(46.9) $14.9  $(114.8)
Operating income $4.4  $6.6  $10.9  $14.9 
Additional data:                                
Loss ratio  43.0%  288.1%  43.6%  231.1%  43.5%  43.0%  41.6%  43.6%
Operating expense ratio  39.7%  56.4%  44.8%  51.4%  47.3%  39.7%  52.0%  44.8%

Three Months Ended September 30, 20192020 Compared to Three Months Ended September 30, 20182019

Operating Revenues

Total premiums written increased by $6.7$4.0 million, or 20.1%10.0%, to $40.0$44.0 million, mainly driven by higher sales ofpremiums in Commercial andAuto, Personal Package products and Commercial Property policies, partially offset by a decrease in Commercial LiabilitiesPackage policies.

The premiums ceded to reinsurers increased by $2.6 million, or 21.1%, as a result of the increase in premiums written and the impact of an unfavorable reinsurance premium adjustment in the current period when compared to the same period last year.

The change in unearned premiums is $1.2 million higher than the same period in the prior year mostly resulting from the higher volume of premiums, and the effect of changes in the current year’s reinsurance program.

Claims Incurred

Claims incurred increased by $0.2 million, or 2.0%, to $10.4 million, and as a result the loss ratio increased 50 basis points, from 43.0% to 43.5%.

Underwriting and Other Expenses

Underwriting and other operating expenses increased by $1.9 million, or 20.2%, to $11.3 million mostly due to higher net commission expense following the increase in net premiums earned. The net commission expense for the current period is impacted by a lower capitalization of deferred acquisition costs. The operating expense ratio was 47.3%, 760 basis points higher than the prior year.

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Operating Revenues

Total premiums written increased by $8.2 million, or 7.6%, to $115.6 million, mostly driven by higher premiums particularly in Commercial Auto and Commercial Package products.

PremiumsThe premiums ceded to reinsurers decreasedincreased by $0.3$9.6 million, or 2.4%26.7%, mostly reflecting a decreasedue to approximately $3.0 million of reinsurance reinstatement premiums following losses recorded after the earthquakes in non-proportional reinsurance costs, mainly for the property catastrophe coverage,southwest region of Puerto Rico in January 2020, as well as higher premiums written and the impact of the decrease in cessionsan unfavorable reinsurance premium adjustment in the Commercial quota share agreement from 35%current period when compared to the same period last year.

45

The lower change in 2018unearned premiums had a favorable impact on premiums earned of $3.4 million when compared to 25%prior year, mostly reflecting higher premiums written and the effect of changes in 2019.  This fluctuation was offset in part by higher catastrophe non-proportionalthe current year’s reinsurance costs.program.

Claims Incurred

Claims incurred decreased by $48.0$0.5 million, or 82.5%1.8%, to $10.2$27.8 million, primarily drivenmostly because of better loss experience in the segment’s on-going business from the effects of COVID-19 measures and lockdown, partially offset by $52.3the recognition of $5.0 million of unfavorable prior period reserve development in claims inearthquake losses after the prior year quarter related to Hurricane Maria.January 2020 events. As a result, the loss ratio decreasedimproved by 200 basis points, to 43.0%41.6% during this period.

Underwriting and Other Expenses

Underwriting and other operating expenses decreasedincreased by $2.0$5.7 million, or 17.5%19.6%, to $9.4$34.8 million, mostly due to lowerbecause of higher net commission expense.  expense following the increase in net premiums earned. Current year net commission expense is affected by a lower capitalization of deferred acquisition costs. The operating expense ratio was 39.7%52.0%, 1,670720 basis points lowerhigher than prior year.

 Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Operating Revenues

Total premiums written increased by $7.7 million, or 7.7%, to $107.4 million, driven by higher volume of Commercial and Personal Package, Commercial Liability, and Commercial Auto products, offset by lower sales of Commercial Property products, mostly resulting from the selective and disciplined underwriting of Commercial risks.

The premiums ceded to reinsurers decreased by $4.1 million, or 10.2%, mostly reflecting a decrease in cessions in the Commercial quota share agreement from 35% in 2018 to 25% since April 2019, as well as the impact of the related incoming portfolio transfer.  These decreases were offset in part by higher non-proportional reinsurance costs, mostly in property catastrophe reinsurance.

41



Claims Incurred

Claims incurred decreased by $126.8 million, or 81.8%, to $28.3 million driven by a $128.7 million unfavorable prior period reserve development in claims in prior year related to Hurricane Maria.  As a result, the loss ratio decreased to 43.6% during this period.

Underwriting and Other Expenses

Underwriting and other operating expenses decreased by $5.4 million, or 15.7%, to $29.1 million mostly due to lower net commission expense following the decrease in net premiums earned.  The operating expense ratio was 44.8%, 660 basis points lower than prior year.

Liquidity and Capital Resources

Cash Flows

A summary of our major sources and uses of cash for the periods indicated is presented in the following table:

 Nine months ended 
 September 30,  
Nine months ended
September 30,
 
(dollar amounts in millions) 2019  2018  2020  2019 
Sources (uses) of cash:            
Cash used in operating activities $(3.5) $(3.9)
Net sales (purchases) of investment securities  0.7   (52.5)
Cash provided by (used in) operating activities $223.7  $(3.5)
Net (purchases) proceeds of investment securities  (211.7)  0.7 
Net capital expenditures  (14.7)  (12.3)  (52.5)  (14.7)
Capital contribution on equity method investees  (7.1)  - 
Proceeds from long-term borrowings  30.9   - 
Net change in short-term borrowings  28.5   - 
Payments of long-term borrowings  (2.4)  (2.4)  (2.8)  (2.4)
Proceeds from policyholder deposits  15.1   14.7   21.6   15.1 
Surrenders of policyholder deposits  (16.5)  (21.4)  (12.8)  (16.5)
Repurchase and retirement of common stock  -   (22.4)  (14.9)  - 
Other  2.7   8.3   16.9   2.7 
Net decrease in cash and cash equivalents $(18.6) $(91.9)
Net increase (decrease) in cash and cash equivalents $19.8  $(18.6)

The increase of approximately $227.2 million in net cash provided by operating activities is mostly the result of higher premium collections, partially offset by higher cash paid to suppliers and employees and income taxes paid.

Net sales (proceeds)(purchases) proceeds from investments ininvestment securities are part of our asset/liability management strategy.

On June 19, 2020, TSM entered into a $31.4 million Credit Agreement (the Loan) with a commercial bank in Puerto Rico. The proceeds of the Loan were used by the Company to partially finance the acquisition of a building, and the acquisition is included in the capital expenditures in the statement of cash flows.  For further details, see Note 9 to the unaudited condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q.

The increase in capital contribution reflects capital contributions in exchange for a participation in equity method investees.

46

The net change in short-term borrowings represents the proceeds from short-term facilities available to address timing differences between cash receipts and disbursements.

In August 2017, the Company’s Board of Directors authorized a $30.0 million repurchase program of its Class B common stock and in February 2018 the Company’s Board of Directors authorized a $25.0 million expansion of this program. In October 2019, the Company’s Board of Directors authorized an additional expansion to this program increasing its remaining balance up to a total of $25.0 million, effective November 2019. Repurchases were conducted through open-market purchases of Class B shares only, in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the nine months ended September 30, 2018,2020, the Company repurchased and retired under this program 903,888 of our Class B Common Stock952,820 shares at an average per share price of $24.23,$15.72, for an aggregate cost of $22.4 million.  No share$15.0 million, completing the amount available for repurchases were made during the nine months ended September 30, 2019.under this program.

The fluctuation in the other sources of cash is attributed to changesmostly reflects the $13.0 million change in the amount of outstanding checks overin excess of bank balances.

42



Financing and Financing Capacity

Short-term facilitiesLong-Term Borrowings

We have several short-term facilities available to address timing differences between cash receipts and disbursements, which are advances from the Federal Home Loan Bank of New York (“FHLBNY”), repurchase agreements and a revolving credit facility.

In August 2019, TSS and TSV became members of the FHLBNY, which provides access to collateralized advances. The borrowing capacity of TSS and TSV is up to 30% of their admitted assets as disclosed in the most recent filing to the Commissioner of Insurance but is constrained by the amount of collateral held at the FHLBNY. As of September 30, 2019, the borrowing capacity is $83.2 million for TSS and $49.2 million for TSV.

As of September 30, 2019, TSS has $60.0 million of available credit under repurchase agreements with broker-dealers, which are short term borrowing facilities using securities as collateral.

TSA has a $10.0 million revolving loan agreement with a commercial bank in Puerto Rico.  This line of credit has an interest rate of 30-day LIBOR plus 25 basis points and contains certain financial and non-financial covenants that are customary for this type of facility.  This line of credit matured on April 30, 2019 and was renewed for an additional year.

There are no outstanding short-term borrowings under any of these facilities as of September 30, 2019.

Long-term loan

On December 28, 2016, TSM entered intohas a $35.5 million credit agreement with a commercial bank in Puerto Rico. The agreement consists of three term loans: (i) Term Loan A in the principal amount of $11.2 million, (ii) Term Loan B in the principal amount of $20.2 million, and (iii) Term Loan C in the principal amount of $4.1 million. Term Loan A matures in October 2023 while the Term Loans B and C mature in January 2024. Term Loan A was used to refinance a previous $41.0 million secured loan payable with the same commercial bank.  Pursuant to the credit agreement, interest is payable on the outstanding balance of the Loanloan at the following annual rate: (i) 1%100 basis points over LIBOR for Term Loan A, (ii) 2.75%275 basis points over LIBOR for Term Loan B, and, (iii) 3.25%325 basis points over LIBOR for Term Loan C. The loan includes certain financial and non-financial covenants, which are customary for this type of facility, including but not limited to,negative covenants imposing certain restrictions on the granting of certain liens, limitations on acquisitions and limitations on changes in control and dividends.Company’s business. Failure to meet these covenants may trigger the accelerated payment of the outstanding balance. As of September 30, 2019,2020, we are in compliance with these covenants.

As detailed above, the three term loans under our credit agreement with a commercial bank in Puerto Rico bear interest rates in relation to 1-month and 3-month LIBOR, a widely used interest rate benchmark.

In July 2017, the Financial Conduct Authority (FCA) in the United Kingdom, which regulates LIBOR, announced that it would phase out this benchmark by the end of 2021. In response, the U.S. Federal Reserve convened the Alternative Reference Rates Committee (ARRC), a working group comprised of private market participants, to ensure a transition to a new reference rate.

The ARRC has recommended the use of the Secured Overnight Financing Rate (SOFR), which is an index based on the cost of borrowing overnight cash collateralized by U.S. Treasury securities. Currently, there is no definitive information regarding the future use of SOFR as a widely accepted benchmark or any other replacement rate.

If LIBOR rates are no longer available, we are subject to an alternative benchmark rate, as defined in the credit agreement of our long-term bank loan. At this time, we cannot assess the impact, if any, on the interest paid on this loan. Alternatively, the loan could be refinanced by us without prepayment penalties.

We will closely follow any new developments regarding the LIBOR phase-out.

On June 19, 2020, TSM entered into a $31.4 million Credit Agreement with a commercial bank in Puerto Rico. The proceeds were used by the Company to partially finance the acquisition of the Building. The Credit Agreement is guaranteed by a mortgage over the Building, a pledge of all collateral related to the Building and an assignment of the rents collected for the lease of office space in the Building. Approximately 64.25% of the acquired Building is currently leased to third parties. The Company expects to move within the next year some of its offices currently leased to third parties to the new Building and together with the leased space to fully occupy the new facilities.  Pursuant to the Credit Agreement, interest is payable on the outstanding principal balance of the Loan at an annual rate equal to the Prime Rate. Interest shall be paid on a monthly basis which commenced on July 1, 2020 until the principal of the Loan has been paid in full.

47

The Company may, at its option and at any time, upon notice as specified in the Credit Agreement, prepay prior to maturity, all or any part of the Term Loan upon the payment of a penalty fee of the outstanding principal amount at the time of the prepayment of 3% during the first year, 2% during the second year and 1% during the third year, and thereafter at par.

The Credit Agreement includes certain customary financial and non-financial covenants, including negative covenants imposing certain restrictions on the Corporation’s business. The Company was in compliance with these covenants as of September 30, 2020.

See Note 9 to the unaudited condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for a summary of long-term borrowings.

Short-Term Facilities

We have several short-term facilities available to address timing differences between cash receipts and disbursements, consisting of collateralized advances from the Federal Home Loan Bank of New York (FHLBNY) and a revolving credit facility. See Note 9 to the unaudited condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q for details of available short-term facilities.

We anticipate that we will have sufficient liquidity to support our currently expected needs.

FurtherFor further details, regardingsee Note 13, Borrowings, of the senior unsecured notesNotes to the Consolidated Financial Statements, included in “Item 8, Financial Statements and the credit agreements are incorporated by reference to “Item 7.—Management Discussion and AnalysisSupplementary Data”, of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

Item 3.
Item 3.Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks that are inherent in our financial instruments, which arise from transactions entered into in the normal course of business. We have exposure to market risk mostly in our investment activities. For purposes of this disclosure, “market risk” is defined as the risk of loss resulting from changes in interest rates and equity prices. No material changes have occurred in our exposure to financial market risks since December 31, 2018.2019. A discussion of our market risk is incorporated by reference to “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” included in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

43



Item 4.
Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, management, under the supervision and with the participation of the chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of the “disclosure controls and procedures” (as such term is defined under Exchange Act Rule 13a-15(e)) of the Corporation and its subsidiaries. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility that judgments in decision-making can be faulty, and breakdowns as a result of simple errors or mistake.mistakes. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

48

Based on this evaluation, our chief executive officer and chief financial officer have concluded that as of September 30, 2019,2020, which is the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective to a reasonable level of assurance.

There were no significant changes in our disclosure controls and procedures, or in factors that could significantly affect internal controls, subsequent to the date the chief executive officer and chief financial officer completed the evaluation referred to above.

Changes in Internal Controls Over Financial Reporting

No changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal quarter ended September 30, 20192020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PartPart II – Other Information

Item 1.
Item 1.  Legal Proceedings

For a description of legal proceedings that have experienced significant developments during this quarter, see Note 1517 to the unaudited condensed consolidated interim financial statements included in this quarterly report on Form 10-Q.

Item 1A.
Item 1A.  Risk Factors

For a description of our risk factors, see Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2018. 2019.

The following text updates disclosuresrisk factor was updated during the three months ended September 30, 2020.

The COVID-19 pandemic and local, state and federal governments’ response to the pandemic may have a material adverse effect on our business, financial condition and results of operations.

On March 11, 2020, the World Health Organization characterized the outbreak of a novel strain of coronavirus (COVID-19) as a global pandemic.  In response, the Puerto Rico Governor issued a stay at home order (as amended and extended, the “Order”) from March 15, 2020 until June 16, 2020.  The Order required the closure of non-essential businesses for the same period of time.  On May 1, 2020, the Governor issued a new order providing for the gradual re-opening of the economy beginning on May 4, 2020, provided that the risk of contagion does not increase significantly.  The Governor has issued several other executive orders establishing the rules to continue the gradual re-opening of the economy, the latest of which is effective until November 13, 2020.

At this point it is not possible to reliably estimate the length or severity of this outbreak, the length and effectiveness of government and private sector mitigation measures, and other variables that will determine the ultimate financial impact of the pandemic on the Company.  Additionally, the situation is rapidly developing and evolving.  We are therefore unable to reliably estimate the ultimate impact of the COVID-19 pandemic on the Company.  However, certain risks discussed in our 2019 Annual Report on Form 10-K may increase or materialize.  We are closely monitoring the development of the situation to assess its impact on our business.  New sales were affected in all our segments and lines of business during the lockdown given that sales functions of all our businesses were not considered essential under the Order and therefore had to be performed remotely. Even though the government-mandated lockdown has been relaxed and most of our sales force has returned to our offices, new sales continue to be affected as social distancing measures continue to restrict certain sales activities. We have experienced a temporary decrease in utilization caused by postponement or cancelation of elective services and medical appointments driven by the Order, which could cause our MLR to temporarily drop below the Affordable Care Act (ACA) and Medicare required ratios.  Conversely, the pandemic could result in a material increase in medical claims as COVID-19 cases increase and the return of deferred utilization.  In addition, the postponement or cancellation of medical appointments, treatments and evaluations in our High Cost High Needs (HCHN) Medicaid membership during the pandemic has and may continue to affect our ability to provide qualifying encounter or utilization data to certify them as such, which has and may continue to result in assignment of such members to a different rate cell with lower premium payments and retroactive premium adjustments by ASES. See Item 1A.  Risk Factors – Risks Relating to the Regulation of Our Industry– “ASES’s risk adjustment payment system and payment structure, and its dependence on scarce or unavailable data, make our revenue and profitability difficult to predict and could result in material retroactive adjustments to our results of operations.”

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Furthermore, COVID-19 related federal and state legislation and regulation may adversely impact our business, financial condition and results of operations. For example, the U.S. and Puerto Rico legislatures have enacted or are contemplating measures requiring health care insurers to cover and/or waive pre-authorization and cost-sharing for COVID-19 related testing, vaccines, treatment or services, which may adversely affect our profitability.  In addition, any legislation requiring insurance companies to make advance payments to providers not linked to services previously provided increases our credit risk and could have a material impact on our financial condition and results of operations.

See Item 1A.  Risk Factors – Risks Related to our Business – “Our inability to contain managed care costs may adversely affect our business and profitability” included in our Annual Report on Form 10-K for the year ended December 31, 2018.2019.

UnderOur Property & Casualty business interruption policies include an exclusion of coverage due to virus or bacteria.  However, there are federal and local legislative efforts to retroactively eliminate such exclusions or otherwise require property and casualty insurers to cover COVID-19 losses under their business interruption policies.  While we believe this type of legislative measure could be challenged on constitutional and other grounds, if successfully implemented, it would have a material adverse effect on our Property and Casualty Insurance segment.  With respect to our Life segment, there is a risk that the sub-caption “Certainpandemic result in a higher number of deaths, and therefore a higher number of claims for death benefits than assumed in our current and former providers may bring materially dilutive claims against us.”, the fourth paragraph was amended to read as follows:actuarial models.

We believe that we should prevailSee Item 1A. Risk Factors – Risks Related to our Business – “Large-scale natural disasters may have a material adverse effect on our business, financial condition and results of operations” included in any litigation with respectour Annual Report on Form 10-K for the year ended December 31, 2019.

Finally, while estimates vary, the COVID-19 pandemic is widely considered to these matters; however, we cannot predict the outcome of any such litigation, including with respect to the magnitude of any claims that may be asserted by any plaintiff,have had and the interests of our shareholders could be materially diluted to the extent that claims under the share acquisition agreements are successful.  In addition, all remaining shares of our Class A common stock were converted into Class B common stock on August 7, 2019, at which point we ceasedcontinue to have a dual-class structuresignificant effect on the Puerto Rico, U.S. and global economies. Financial market volatility caused by the pandemic may decrease the value of our investment portfolios, including our pension plan asset portfolio. Furthermore, as the financial capacity of our customers is adversely affected, we may experience delinquency in premium payments and ultimately a decrease in insured customers in our commercial line of business and premiums earned, net, or other adverse effects. See Item 1A. Risk Factors – Risks Related to our Business – “Our investment portfolios are subject to varying economic and market conditions.” See also “The securities and credit markets could experience extreme volatility and disruption.” and “Our business is geographically concentrated in Puerto Rico and weakness in the economy and the remaining antidilution protection affordedfiscal health of the government has adversely impacted and may continue to holdersadversely impact us.” included in our Annual Report on Form 10-K for the year ended December 31, 2019.

These and other risks, some of Class B shares by that structure ceased.which we may be unable to identify at this time due to the evolving and highly uncertain nature of this event, could adversely impact our business, financial condition and results of operations.

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Under the sub-caption “Heirs of certain of our former shareholders may bring materially dilutive claims against us.”, the second paragraph was amended to read as follows:

We believe that we should prevail in litigation with respect to these matters; however, we cannot predict the outcome of any such litigation regarding these non-medical heirs.  The interests of our existing shareholders could be materially diluted to the extent that any such claims are successful.  In addition, all remaining shares of our Class A common stock were converted into Class B common stock on August 7, 2019, at which point we ceased to have a dual-class structure and the remaining antidilution protection afforded to holders of Class B shares by that structure ceased.

The risk described under the sub-caption “The dual class structure may not successfully protect against significant dilution of your shares of Class B common stock.” was eliminated.

The sub-caption “Future sales of our Class B common stock, or the perception that such future sales may occur, may have an adverse impact of its market price.”, was amended to read as follows:

Sales of a substantial number of shares of our common stock in the public market, or the perception that large sales could occur, could cause the market price of our Class B common stock to decline.  Either of these limits our future ability to raise capital through an offering of equity securities. As of December 31, 2018, there were 21,980,168 shares of Class B common stock and 950,968 shares of Class A common stock.  Our Class A common stock is no longer subject to contractual lockup; thus, such shares are freely tradable without restriction or further registration under the Securities Act by persons other than our ‘‘affiliates’’ within the meaning of Rule 144 under the Securities Act, although such shares will continue not to be listed on the NYSE and will not be fungible with our listed shares of Class B common stock until conversion of all remaining Class A common stock to Class B common stock, which occurred on August 7, 2019.

Item 2.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.Purchases of Equity Securities by the Issuer

The following table presents information related to our repurchases of common stock for the period indicated:

(Dollar amounts in millions, except per share data) Total Number of Shares Purchased (1)  Average Price Paid per Share  
Total Number of
Shares Purchased as Part of Publicly Announced Programs
  Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs 
             
July 1, 2020 to July 31, 2020  -  $-   -  $- 
August 1, 2020 to August 31, 2020  -   -   -   - 
September 1, 2020 to September 30, 2020  14,040   18.85   -   - 

(1) Represents shares repurchased and retired as the result of non-cash tax witholdings upon vesting of shares of participants under the Company’s equity compensation plans.

Item 3.
Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.
Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.
Item 5.  Other Information

Not applicable.

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Item 6.
  Exhibits

ExhibitsDescription
  
 
Amendment to the contract between Administración de Seguros de Salud de Puerto Rico (ASES) and Triple-S Salud, Inc., to administer the provisionProvision of physicalPhysical & behavioral health servicesBehavioral Health Services under the Government Health Plan Program.dated as of August 28, 2020.
  
Amendment to the contract between Administración de Seguros de Salud de Puerto Rico (ASES) and Triple-S Salud, Inc., to administer the Provision of Physical & Behavioral Health Services under the Government Health Plan dated as of September 9, 2020.
Amendment to the contract between Administración de Seguros de Salud de Puerto Rico (ASES) and Triple-S Salud, Inc., to administer the Provision of Physical & Behavioral Health Services under the Government Health Plan dated as of September 24, 2020.
Statement re computation of per share earnings; an exhibit describing the computation of the earnings per share for the three and nine months ended September 30, 20192020 and 20182019 has been omitted as the detail necessary to determine the computation of earnings per share can be clearly determined from the material contained in Part I of this Quarterly Report on Form 10-Q.
  
Certification of the President and Chief Executive Officer required by Rule 13a-14(a)/15d-14(a).
  
Certification of the Executive Vice President and Chief Financial Officer required by Rule 13a-14(a)/15d-14(a).
  
Certification of the President and Chief Executive Officer required pursuant to 18 U.S.C Section 1350.
  
Certification of the Executive Vice President and Chief Financial Officer required pursuant to 18 U.S.C Section 1350.

All other exhibits for which provision is made in the applicable accounting regulation of the United States Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

* Filed herein.

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SIGNATURES

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

   Triple-S Management Corporation
   Registrant
     
Date:November 7, 20196, 2020 By:/s/ Roberto García-Rodríguez
    Roberto García-Rodríguez
    President and Chief Executive Officer
     
Date:November 7, 20196, 2020 By:/s/ Juan J. Román-Jiménez
    Juan J. Román-Jiménez
    Executive Vice President and Chief Financial Officer


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