TRIPLE-S MANAGEMENT CORP (GTS)
Introduction
GTS
is a recent IPO of the Blue Shield HMO (part of Blue-Cross/Blue-Shield) in Puerto Rico.
Historically, GTS was structured
as a non-profit, and was owned by
the doctors who provided medical service to the members. It has been a sleepy, under-managed company with no incentive to focus on
profitability. As a result, it has probably
the worst commercial medical loss
ratio (MLR) of any public player in its space.
GTS
went public last week in a very underwhelming IPO. Instead of pricing in the deal range of $16 -
$18, the IPO priced at $14.50. The deal was weak because of general market
conditions, distractions for industry analysts (UNH and CVH, two large HMOs,
both had their Investor Days only 1-3 days before this IPO priced), headline
risk of Medicare Advantage reform,
and perhaps because of the small-cap size of the company (~$500mm).
We
think this was a classic management conspiracy story. Prior to the IPO, the CEO and CFO owned no stock.
Upon the IPO they received
approximately 1mm options struck at the IPO price. While they have been at the helm for the last
few years, the ownership structure remained the same as the non-profit days,
and the management team had no incentive to improve profitability. After the IPO last week, however, their
incentives are clear.
We
believe that GTS is currently earning ~ $1.60 - $1.80 per share. As we will describe below, with reasonable margin
improvement assumptions we believe EPS can grow to the $2.50 - $3.50 zone over
the next few years. More importantly, 6
years ago there were 6 publicly traded Blue-Cross/Blue-Shield companies, and
today they have all consolidated under WellPoint. There are significant scale advantages
inherent in the HMO business model that motivate consolidation. We believe GTS will ultimately be
acquired. Acquisitions of blues have
occurred at an average forward P/E
multiple of 18x. That would suggest a
$45 - $63 price for GTS, or 150% - 250% upside over a 2 – 3 year time frame.
Discussion
Triple-S
(GTS) is the exclusive Blue Shield licensee and the largest managed care company in Puerto Rico. With just under 1mm members, GTS provides
health insurance to about 25% of the territory’s population. GTS just went public at $14.50 on 12/7/2007, and currently
trades ~ $18, which is the high end of the original IPO range. GTS has significant upside over the next 2
years because of its:
- Unmatched brand name and provider network in the
Puerto Rican market
- Significant
margin expansion opportunities as GTS has only recently converted from a non-profit to a publicly traded for-profit corporation
- Growth
opportunities in Medicare
Advantage and cross-selling of life/medical
products
- Very
attractive valuation
- Excellent
candidate for a takeout by WellPoint
Business Summary
As
the largest managed care company in Puerto Rico, GTS offers a broad portfolio of products in
the Commercial, Medicare and Reform
(similar to Medicaid) markets. GTS is also the largest provider of life
insurance and the 4th largest provider of P&C insurance in Puerto Rico.
Commercial – Historically, commercial health
insurance has been GTS’s main business segment.
With 575k members, GTS has a 25%+ market share in this segment. Since this business had been run as a
non-profit for over 40 years, we suspect there is significant room for
improvement. Specifically, we believe
GTS is currently underwriting commercial business at around 90% medical loss ratio (MLR) and 13% SG&A ratio,
making this business unprofitable even after investment income. For comparison purposes, a typical for-profit
commercial plan in the U.S.
operates at an MLR closer to 80%.
Medicare
– While
GTS is a relative newcomer to the Medicare
business (it has a market share of <10% in Puerto Rico),
this business segment is fast growing and very profitable. Of the 50k members, around 75% have medical coverage while 25% are standalone drug
plans. GTS expects to grow its Medicare Advantage program quickly (15%+ per year),
through continued conversion from
standalone PDPs, and as a result of operating issues as 2 of its largest
competitors. While we expect their Medicare MLR to increase from the current 79%, they
should stabilize at or below the national average in the low 80’s.
Reform – GTS currently has the
exclusive fully-insured contract to
2 of Puerto Rico’s 8 Reform regions. This program is both mature and
low-margin. MLR is currently running
close to 90% and we expect that to continue going forward. A year ago, there was some uncertainty in
this business when Puerto Rico took 1 of GTS’s
regions (it had 3 at the time) and gave it to Humana on a self-insured, or Administrative Services Only (ASO)
basis. That experiment ended up being a disaster and we don’t expect any more
changes to the Reform program in the near future.
Life and P&C – These two
business segments combine for just under 25% of GTS’s operating income. While we view both businesses as mature and
stable, there may be cross-selling opportunities with the managed care business.
On the P&C side GTS tends to reinsure all exposure over $5mm.
Investment Thesis
Unmatched
Brand Name and Provider Network – Blue-Cross/Blue-Shield (BCBS) is one of the
most trusted brand names in health
care. According to the BCBS Association,
90mm Americans (or 35% of the insured
population) get their coverage from a BCBS franchisee. As with most other BCBS franchisees, GTS
enjoys significant local market share (over 25%) and a large provider network
(50% larger than the next biggest competitor).
This is extremely important because health insurance is essentially a
local business. When a payer tries to
contract with a local provider (hospital, doctors, radiation centers, etc), the
payer’s negotiating leverage is only as good as its local market share. Typically, a BCBS franchisee can leverage its
local scale to get the lowest possible rates from these providers. Due to its former non-profit status and the
fact that GTS was owned by the
providers themselves, GTS has not negotiated
aggressively with its provider network and we see this as a significant
opportunity going forward.
Significant Margin Expansion
Opportunities – While GTS formally converted
from a non-profit to a for-profit corporation in 2004, it continued to operate as if it were a non-profit. The shareholders remained
the same, and the underwriting standards stayed
the same. Significantly, before the IPO
the ownership was 100% former and current doctors/providers, and the management
team had no shares in the company. In
2005 and 2006, GTS management did a decent job establishing a profitable
beachhead in Medicare Advantage, but
going forward we expect them to take significant costs out of the commercial
business. Specifically, management
understands that as a publicly traded
company, commercial MLR of 90% is simply not acceptable. They have highlighted
a few areas to target over the next few years, including
- Tighten underwriting standards and terminate
unprofitable business
- Renegotiate provider contracts to obtain better
pricing
- Initiate utilization review for the commercial
business
- Disease management opportunities
As we did our due diligence
we became convinced that the margin
expansion opportunity here is even greater than we expected. Competitors confirmed
that GTS was still writing business as if it were a non-profit. We spoke to one competitor who is currently
getting around 80% commercial MLR in Puerto Rico
(similar to U.S.
national average for commercial plans), and they believe that GTS can fairly
easily reduce its MLR by
400-500bps. As the local market share
leader, we believe there is no reason why GTS can’t bring its commercial MLR
down by nearly 1000bps, even though that will take a few years.
Growth Opportunities – Despite
having significant market share in Puerto Rico
(25%, if you assume that everyone has insurance), GTS is a fairly small player
in Medicare Advantage (<10%
share) and expects to grow this segment rapidly. In the past two years, some of GTS’s
competitors (Aveta, MCS and Humana) expanded
aggressively into MA and ran into more than a few hiccups. GTS, on the other hand, grew slowly but very
profitably. Going forward, we expect GTS
to gain market share at the expense of its competitors. Even though we believe GTS’s current Medicare MLR of 79% is unsustainable and will move
inline with the competitors in the low 80’s, GTS will gain scale and be able to
lower its SG&A ratio for this business segment. In addition, GTS plans to increase
cross-selling efforts between its medical
business and life/P&C business.
While we believe this opportunity sounds reasonable, we can’t quantify
it and therefore did not incorporate it explicitly into our model.
Attractive Valuation – At
$18, GTS is trading at 10x our 2008 earnings, 8.1x 2009 earnings and 6.8x 2010
earnings. We believe our estimates are
fairly conservative, and will explain more in the next section. Currently the industry is trading at 14x 2008
earnings. We believe GTS can grow its
earnings at a 20% CAGR without any share repurchases, while the industry can
grow only half of that without repurchases.
The main difference lies in GTS’s significant commercial MLR improvement
opportunities. In addition, GTS is
trading at about $500/member and 33% of revenues, all on the very low end of
industry averages. Historpically, HMO
acquisitions have been done at >$1,000/member, and many of the large
diversified HMOs (WLP, CI, AET, UNH) trade at close to 1x revenues.
Attractive Take-Out Candidate
– In the past 6 years, there have been 6 publicly traded
BCBS companies, and only 1 remains independent today. WellPoint (formerly Anthem) has acquired WellChoice, WellPoint Health Networks, Cobalt,
Trigon and RightCHOICE at an average forward P/E of 17.9x. Simply put, we do not expect GTS to remain
independent for more than a few years.
We have spent a lot of time thinking about why WellPoint didn’t take out
GTS pre-IPO, and after going through all the risk factors (see below), we
believe the primary reason is that GTS was not a willing seller. Before the IPO, the management team had no
ownership stake and had significant margin expansion opportunities. Had they sold the company, their best-case-scenario
outcome would have been to keep their existing jobs. With an IPO, they now have over 1mm shares,
mostly in options struck at the IPO price ($14.50). If they can grow earnings to $2.63 by 2010,
they can sell the business for $40 (15x) to $48 (18x) and pocket $25-35mm for
themselves. This is a no-brainer for
them.
Model Assumptions
Membership Growth – We assume
minimal (1-2%) membership growth through 2010, primarily in self-insured (2%) and Medicare
(10-12%).
Premium Growth – We assume 5%
annual premium growth for commercial and Reform segments, flat PDP premiums,
and Medicare Advantage premium
declines of 2% in 2008, and 5% for each of 2009 and 2010. Premiums growth is primarily a function of
health care cost inflation, which has been running in the 6 – 8% range for many
years. We believe our assumptions for
GTS are conservative relative to industry expectations.
MLR Assumptions – We assume
commercial MLR declines from 90% in 2007 to 86% in 2010. Even with this improvement, GTS would have
one of the highest MLR’s in the industry.
We believe 400bps of improvement over 3 years is very conservative. We assume Reform MLR stays flat at 90%, and Medicare MLR increases from 79% in 2007, to 81.5% in
2008 and 83.5% in 2010.
SG&A Ratio – We assume
modest leverage of SG&A going forward.
We expect SG&A as % of sales to gradually decline from 11.0% in 2007
(10.7% in the last quarter) to 10.5% by 2010.
Other Assumptions – We’re
keeping most other items (investment income, life and P&C) flattish,
assuming cash flow reinvested at 5%
(instead of debt pay-down), no share repurchases, and tax rate increasing from
24% to 30% as more income is generated
from insurance business instead of investment income.
EPS Estimates – Based on the above assumptions, which we believe to be
very conservative, we are estimating EPS of $1.81 in 2008, $2.21 in 2009 and
$2.63 in 2010. Had we assumed 2010 commercial MLR can reach 80% (similar to U.S. national
average), EPS would be $3.58. Clearly,
there’s still significant upside to our $2.63 2010 EPS.
Risk Factors
Commercial Execution Risk – The
biggest question for GTS is: can management execute the game plan? GTS is well positioned
in its market, has a lot of fat to cut, but you need
a sharp management team to drill down.
We were concerned that this
management team has been in place for a few years now, and yet there had no
been improvements to date. But again,
one must keep in mind that this was a non-profit until recently. Prior to the IPO, the management team had no
incentive to run it like a for-profit. Management
has begun to introduce reforms at the board level, and begun to lay the
groundwork for changing its underwriting standards and actively improving its
commercial MLR.
Medicare
Advantage Risks – Currently Puerto Rico
receives favorable rates for its Medicare
Advantage plans. CMS estimates that Puerto Rico’s benchmark is 175% of the traditional
fee-for-service costs. The Puerto Rican
insurance industry disputes this figure, claiming that CMS underestimates
fee-for-service costs because it omitted
certain items. In any case, we have
spent a significant amount of time handicapping MA benchmark cut risk for GTS. First of all, GTS has no private
fee-for-service (PFFS) plans and currently we expect any MA cut to be
concentrated in PFFS plans. Second, Charlie Rangel (Chairman of the House Ways and
Means Committee) has been a great friend of Puerto Rico
(partly due to his NY constituency), and will likely protect Puerto
Rico from unfair cuts.
Third, even if Puerto Rico’s benchmark is cut, it will likely start in
2009-2010 with a 3 year phase-in, and GTS firmly believes that it can maintain
a low 80’s MLR by paring back extra benefits that it is currently providing. Ultimately, we believe that even if MA cuts
are implemented, they will be significantly
outweighed by improvements on the
commercial MLR side.
Reform Risks – About a year
ago there was fear that Puerto Rico would turn
all 8 of its regions into ASO (self-insured)
contracts. After running a trial in the
Metro-North region with Humana, we do not expect the government to continue
down that path. We believe cost of care
has risen significantly for the government under the ASO contract, and given
balanced-budget requirements, we do
not expect the Puerto Rican government to take on more risk going forward. In any case, the entire Reform business has
very thin margins (3% pretax) and despite the large membership, contributes
fairly little to operating income.
Litigation Risk – There are
some outstanding claims primarily from heirs of previous doctors who were given
an option to buy shares in the non-profit (but didn’t). GTS believes that those claims are no longer
valid, and thus, has not sold/issued
stock to these claimants. So as to
protect public shareholders from any adverse outcome on this issue, GTS set up
a dual class stock structure. The
doctor/providers own Class A shares, and the public owns Class B. Both calluses are identical except that Class
B shares enjoy dilution protection. In
the event the company loses the litigation with the heirs of former doctors and
needs to issue stock to them, GTS
will issue Class A stock that will only dilute the Class A holders. Mechanisms exist to convert all of the Class
A stock to Class B over the next five years or upon the resolution of these
claims.
Other – WellPoint is
currently a junior JV partner in GTS’s biggest competitor, MCS. MCS is majority-owned
by JLL, a private equity firm, and ran into significant problems in 2006. WellPoint had the opportunity to buy the
entire JV but decided against
it. We don’t know if the reason is
because WellPoint prefer to buy only BCBS plans (as they have done in the
past), or because of MCS-specific problems.
Nonetheless, we expect WellPoint would need
to divest its MCS stake (12%?) before pursuing GTS. In addition, we expect GTS to use its IPO
proceeds to pursue the Blue Cross
franchisee in Puerto Rico, La Cruz Azul (owned by Independence Blue Cross of Philadelphia). La Cruz Azul is very small and bleeding money.
The BCBS Association also prefers all Blue Cross and Blue Shield plans
in the same territory to merge (in order to minimize blue-on-blue competition).
We believe it would be a positive for
GTS to take out La Cruz Azul, because they can swap the members onto their
network more profitably, and it would prevent WellPoint from gaining a BCBS
foothold in Puerto Rico. We don’t expect the acquisition to be very
big (under $50mm).
Catalysts
1.
Seasoning of new
IPO.
2.
Earnings growth
through commercial MLR improvement.
3.
Eventual takeout
by WellPoint.
1. Seasoning of new IPO.
2. Earnings growth through commercial MLR improvement.
3. Eventual takeout by WellPoint.