Supplemental Guarantor Information | 18. Supplemental guarantor information Third Point Re fully and unconditionally guarantees the $115.0 million of Notes issued by TPRUSA, a wholly owned subsidiary. The following information sets forth condensed consolidating balance sheets as of June 30, 2019 and December 31, 2018 , condensed consolidating statements of income for the three and six months ended June 30, 2019 and 2018 and condensed consolidating statements of cash flows for the six months ended June 30, 2019 and 2018 for Third Point Re, TPRUSA and the non-guarantor subsidiaries of Third Point Re. Investments in subsidiaries are accounted for on the equity method; accordingly, entries necessary to consolidate the parent guarantor, TPRUSA and all other subsidiaries are reflected in the eliminations column. CONDENSED CONSOLIDATING BALANCE SHEET As of June 30, 2019 Third Point Re TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Total investments in securities $ 3,000 $ — $ 1,391,716 $ — $ 1,394,716 Cash and cash equivalents 1 179 93,577 — 93,757 Restricted cash and cash equivalents — — 656,146 — 656,146 Redemption receivable from related party investment fund — — 400,000 — 400,000 Investment in subsidiaries 1,398,386 271,717 190,883 (1,860,986 ) — Interest and dividends receivable — — 1,792 — 1,792 Reinsurance balances receivable — — 696,170 — 696,170 Deferred acquisition costs, net — — 208,027 — 208,027 Unearned premiums ceded — — 15,473 — 15,473 Loss and loss adjustment expenses recoverable — — 3,655 — 3,655 Amounts due from (to) affiliates (1,364 ) 127 1,237 — — Other assets 391 5,920 13,404 — 19,715 Total assets $ 1,400,414 $ 277,943 $ 3,672,080 $ (1,860,986 ) $ 3,489,451 Liabilities Accounts payable and accrued expenses $ 4,516 $ 35 $ 10,292 $ — $ 14,843 Reinsurance balances payable — — 88,670 — 88,670 Deposit liabilities — — 148,845 — 148,845 Unearned premium reserves — — 702,398 — 702,398 Loss and loss adjustment expense reserves — — 1,021,776 — 1,021,776 Interest and dividends payable — 3,022 — — 3,022 Senior notes payable, net of deferred costs — 113,999 — — 113,999 Total liabilities 4,516 117,056 1,971,981 — 2,093,553 Shareholders’ equity Common shares 9,399 — 1,239 (1,239 ) 9,399 Additional paid-in capital 924,191 191,140 1,589,924 (1,781,064 ) 924,191 Retained earnings (deficit) 462,308 (30,253 ) 108,936 (78,683 ) 462,308 Shareholders’ equity attributable to Third Point Re common shareholders 1,395,898 160,887 1,700,099 (1,860,986 ) 1,395,898 Total liabilities and shareholders’ equity $ 1,400,414 $ 277,943 $ 3,672,080 $ (1,860,986 ) $ 3,489,451 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Total investments in securities $ — $ — $ 1,523,728 $ — $ 1,523,728 Cash and cash equivalents — 187 103,996 — 104,183 Restricted cash and cash equivalents — — 609,154 — 609,154 Investment in subsidiaries 1,207,161 251,350 175,758 (1,634,269 ) — Due from brokers — — 1,411 — 1,411 Interest and dividends receivable — — 1,316 — 1,316 Reinsurance balances receivable — — 602,448 — 602,448 Deferred acquisition costs, net — — 203,842 — 203,842 Unearned premiums ceded — — 17,552 — 17,552 Loss and loss adjustment expenses recoverable — — 2,031 — 2,031 Amounts due from (to) affiliates (3,522 ) 52 3,470 — — Other assets 1,673 5,069 13,827 — 20,569 Total assets $ 1,205,312 $ 256,658 $ 3,258,533 $ (1,634,269 ) $ 3,086,234 Liabilities Accounts payable and accrued expenses $ 738 $ 70 $ 6,453 $ — $ 7,261 Reinsurance balances payable — — 69,701 — 69,701 Deposit liabilities — — 145,342 — 145,342 Unearned premium reserves — — 602,936 — 602,936 Loss and loss adjustment expense reserves — — 937,157 — 937,157 Participation agreement with related party investment fund — — 2,297 — 2,297 Interest and dividends payable — 3,055 — — 3,055 Senior notes payable, net of deferred costs — 113,911 — — 113,911 Total liabilities 738 117,036 1,763,886 — 1,881,660 Shareholders’ equity Common shares 9,364 — 1,239 (1,239 ) 9,364 Additional paid-in capital 918,882 176,005 1,557,016 (1,733,021 ) 918,882 Retained earnings (deficit) 276,328 (36,383 ) (63,608 ) 99,991 276,328 Shareholders' equity attributable to Third Point Re common shareholders 1,204,574 139,622 1,494,647 (1,634,269 ) 1,204,574 Total liabilities and shareholders’ equity $ 1,205,312 $ 256,658 $ 3,258,533 $ (1,634,269 ) $ 3,086,234 CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) For the three months ended June 30, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 82,637 $ — $ 82,637 Gross premiums ceded — — (1,473 ) — (1,473 ) Net premiums written — — 81,164 — 81,164 Change in net unearned premium reserves — — 64,288 — 64,288 Net premiums earned — — 145,452 — 145,452 Net investment income — — 69,131 — 69,131 Equity in earnings (losses) of subsidiaries 61,912 1,320 (3 ) (63,229 ) — Total revenues 61,912 1,320 214,580 (63,229 ) 214,583 Expenses Loss and loss adjustment expenses incurred, net — — 82,334 — 82,334 Acquisition costs, net — — 58,006 — 58,006 General and administrative expenses 8,847 13 10,790 — 19,650 Other expenses — — 3,811 — 3,811 Interest expense — 2,051 — — 2,051 Foreign exchange gains — — (4,260 ) — (4,260 ) Total expenses 8,847 2,064 150,681 — 161,592 Income (loss) before income tax (expense) benefit 53,065 (744 ) 63,899 (63,229 ) 52,991 Income tax (expense) benefit — 433 (359 ) — 74 Net income (loss) 53,065 (311 ) 63,540 (63,229 ) 53,065 Net income attributable to noncontrolling interests in related party — — — — — Net income (loss) available to Third Point Re common shareholders $ 53,065 $ (311 ) $ 63,540 $ (63,229 ) $ 53,065 For the six months ended June 30, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 402,228 $ — $ 402,228 Gross premiums ceded — — (2,185 ) — (2,185 ) Net premiums written — — 400,043 — 400,043 Change in net unearned premium reserves — — (101,541 ) — (101,541 ) Net premiums earned — — 298,502 — 298,502 Net investment income — — 224,084 — 224,084 Equity in earnings (losses) of subsidiaries 197,453 9,333 (11 ) (206,775 ) — Total revenues 197,453 9,333 522,575 (206,775 ) 522,586 Expenses Loss and loss adjustment expenses incurred, net — — 177,402 — 177,402 Acquisition costs, net — — 115,504 — 115,504 General and administrative expenses 11,473 (26 ) 20,335 — 31,782 Other expenses — — 7,936 — 7,936 Interest expense — 4,080 — — 4,080 Foreign exchange gains — — (1,742 ) — (1,742 ) Total expenses 11,473 4,054 319,435 — 334,962 Income before income tax (expense) benefit 185,980 5,279 203,140 (206,775 ) 187,624 Income tax (expense) benefit — 851 (2,495 ) — (1,644 ) Net income 185,980 6,130 200,645 (206,775 ) 185,980 Net income attributable to noncontrolling interests in related party — — — — — Net income available to Third Point Re common shareholders $ 185,980 $ 6,130 $ 200,645 $ (206,775 ) $ 185,980 CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) For the three months ended June 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 49,765 $ — $ 49,765 Gross premiums ceded — — (3,479 ) — (3,479 ) Net premiums written — — 46,286 — 46,286 Change in net unearned premium reserves — — 95,207 — 95,207 Net premiums earned — — 141,493 — 141,493 Net investment income — — 31,175 — 31,175 Equity in earnings (losses) of subsidiaries 21,319 1,847 (13 ) (23,153 ) — Total revenues 21,319 1,847 172,655 (23,153 ) 172,668 Expenses Loss and loss adjustment expenses incurred, net — — 84,000 — 84,000 Acquisition costs, net — — 57,584 — 57,584 General and administrative expenses 1,717 19 7,960 — 9,696 Other expenses — — 3,983 — 3,983 Interest expense — 2,051 — — 2,051 Foreign exchange gains — — (8,847 ) — (8,847 ) Total expenses 1,717 2,070 144,680 — 148,467 Income (loss) before income tax (expense) benefit 19,602 (223 ) 27,975 (23,153 ) 24,201 Income tax (expense) benefit — 435 (4,825 ) — (4,390 ) Net income 19,602 212 23,150 (23,153 ) 19,811 Net income attributable to noncontrolling interests in related party — — (209 ) — (209 ) Net income available to Third Point Re common shareholders $ 19,602 $ 212 $ 22,941 $ (23,153 ) $ 19,602 For the six months ended June 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 428,125 $ — $ 428,125 Gross premiums ceded — — (18,125 ) — (18,125 ) Net premiums written — — 410,000 — 410,000 Change in net unearned premium reserves — — (126,021 ) — (126,021 ) Net premiums earned — — 283,979 — 283,979 Net investment income — — 28,967 — 28,967 Equity in earnings (losses) of subsidiaries (3,038 ) 239 (30 ) 2,829 — Total revenues (3,038 ) 239 312,916 2,829 312,946 Expenses Loss and loss adjustment expenses incurred, net — — 176,620 — 176,620 Acquisition costs, net — — 108,989 — 108,989 General and administrative expenses 3,361 22 15,794 — 19,177 Other expenses — — 7,978 — 7,978 Interest expense — 4,080 — — 4,080 Foreign exchange gains — — (2,236 ) — (2,236 ) Total expenses 3,361 4,102 307,145 — 314,608 Income (loss) before income tax (expense) benefit (6,399 ) (3,863 ) 5,771 2,829 (1,662 ) Income tax (expense) benefit — 861 (5,379 ) — (4,518 ) Net income (loss) (6,399 ) (3,002 ) 392 2,829 (6,180 ) Net income attributable to noncontrolling interests in related party — — (219 ) — (219 ) Net income (loss) available to Third Point Re common shareholders $ (6,399 ) $ (3,002 ) $ 173 $ 2,829 $ (6,399 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 30, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net income $ 185,980 $ 6,130 $ 200,645 $ (206,775 ) $ 185,980 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in losses of subsidiaries (197,453 ) (9,333 ) 11 206,775 — Share compensation expense 2,640 — 2,772 — 5,412 Net interest expense on deposit liabilities — — 2,422 — 2,422 Net realized and unrealized gain on investments and derivatives — — (2,740 ) — (2,740 ) Net unrealized gain on investment in related party investment fund — — (213,348 ) — (213,348 ) Net foreign exchange gains — — (1,742 ) — (1,742 ) Amortization of premium and accretion of discount, net — 88 397 — 485 Changes in assets and liabilities: Reinsurance balances receivable — — (87,348 ) — (87,348 ) Deferred acquisition costs, net — — (4,185 ) — (4,185 ) Unearned premiums ceded — — 2,079 — 2,079 Loss and loss adjustment expenses recoverable — — (1,624 ) — (1,624 ) Other assets 1,282 (851 ) 835 — 1,266 Interest and dividends receivable, net — (33 ) (476 ) — (509 ) Unearned premium reserves — — 99,462 — 99,462 Loss and loss adjustment expense reserves — — 85,805 — 85,805 Accounts payable and accrued expenses 3,778 (34 ) 3,838 — 7,582 Reinsurance balances payable — — 18,809 — 18,809 Amounts due from (to) affiliates (2,158 ) (75 ) 2,233 — — Net cash provided by (used in) operating activities (5,931 ) (4,108 ) 107,845 — 97,806 Investing activities Proceeds from redemptions from related party investment fund — — 360,000 — 360,000 Contributions to related party investment fund, including subscription receivable — — (87,000 ) — (87,000 ) Change in participation agreement with related party investment fund — — (2,297 ) — (2,297 ) Purchases of investments (3,000 ) — (327,463 ) — (330,463 ) Proceeds from sales and maturities of investments — — 2,198 — 2,198 Change in due to/from brokers, net — — 1,411 — 1,411 Contributed capital to subsidiaries (15,000 ) 15,000 — — — Contributed capital from parent and/or subsidiaries — (15,000 ) 15,000 — — Net cash used in investing activities (18,000 ) — (38,151 ) — (56,151 ) Financing activities Taxes paid on withholding shares (68 ) — — — (68 ) Net payments on deposit liability contracts — — (5,021 ) — (5,021 ) Dividend received by (paid to) parent 24,000 4,100 (28,100 ) — — Net cash provided by (used in) financing activities 23,932 4,100 (33,121 ) — (5,089 ) Net increase (decrease) in cash, cash equivalents and restricted cash 1 (8 ) 36,573 — 36,566 Cash, cash equivalents and restricted cash at beginning of period — 187 713,150 — 713,337 Cash, cash equivalents and restricted cash at end of period $ 1 $ 179 $ 749,723 $ — $ 749,903 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the six months ended June 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net income (loss) $ (6,399 ) $ (3,002 ) $ 392 $ 2,829 $ (6,180 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in (earnings) losses of subsidiaries 3,038 (239 ) 30 (2,829 ) — Share compensation expense 279 — 2,279 — 2,558 Net interest expense on deposit liabilities — — 2,449 — 2,449 Net realized and unrealized gain on investments and derivatives — — (34,987 ) — (34,987 ) Net foreign exchange gains — — (2,236 ) — (2,236 ) Amortization of premium and accretion of discount, net — 88 2,825 — 2,913 Changes in assets and liabilities: Reinsurance balances receivable — — (157,498 ) — (157,498 ) Deferred acquisition costs, net — — (5,615 ) — (5,615 ) Unearned premiums ceded — — (16,557 ) — (16,557 ) Loss and loss adjustment expenses recoverable — — (301 ) — (301 ) Other assets 410 — (3,947 ) — (3,537 ) Interest and dividends receivable, net — (33 ) 865 — 832 Unearned premium reserves — — 142,578 — 142,578 Loss and loss adjustment expense reserves — — 74,655 — 74,655 Accounts payable and accrued expenses 458 (858 ) (22,164 ) — (22,564 ) Reinsurance balances payable — — 32,208 — 32,208 Performance fees payable to related party — — 4,641 — 4,641 Amounts due from (to) affiliates 36,300 335 (36,635 ) — — Net cash provided by (used in) operating activities 34,086 (3,709 ) (17,018 ) — 13,359 Investing activities Purchases of investments — — (2,180,138 ) — (2,180,138 ) Proceeds from sales and maturities of investments — — 2,156,754 — 2,156,754 Purchases of investments to cover short sales — — (590,113 ) — (590,113 ) Proceeds from short sales of investments — — 628,913 — 628,913 Change in due to/from brokers, net — — 202,712 — 202,712 Decrease in securities sold under an agreement to repurchase — — (29,618 ) — (29,618 ) Net cash provided by investing activities — — 188,510 — 188,510 Financing activities Taxes paid on withholding shares (74 ) — — — (74 ) Purchases of Third Point Re common shares under share repurchase program (60,420 ) — — — (60,420 ) Net payments on deposit liability contracts — — (1,779 ) — (1,779 ) Change in total noncontrolling interests in related party, net — — (101,510 ) — (101,510 ) Dividend received by (paid to) parent 26,400 3,700 (30,100 ) — — Net cash provided by (used in) financing activities (34,094 ) 3,700 (133,389 ) — (163,783 ) Net increase (decrease) in cash, cash equivalents and restricted cash (8 ) (9 ) 38,103 — 38,086 Cash, cash equivalents and restricted cash at beginning of period 9 199 549,125 — 549,333 Cash, cash equivalents and restricted cash at end of period $ 1 $ 190 $ 587,228 $ — $ 587,419 |