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 September 30, 2019 and December 31, 2018 , condensed consolidating statements of income (loss) for the three and nine months ended September 30, 2019 and 2018 and condensed consolidating statements of cash flows for the nine months ended September 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 September 30, 2019 Third Point Re TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Total investments in securities $ 3,500 $ — $ 1,038,645 $ — $ 1,042,145 Cash and cash equivalents 128 177 692,800 — 693,105 Restricted cash and cash equivalents — — 816,519 — 816,519 Investment in subsidiaries 1,385,519 272,433 190,937 (1,848,889 ) — Interest and dividends receivable — — 2,932 — 2,932 Reinsurance balances receivable — — 680,630 — 680,630 Deferred acquisition costs, net — — 166,968 — 166,968 Unearned premiums ceded — — 14,370 — 14,370 Loss and loss adjustment expenses recoverable — — 4,270 — 4,270 Amounts due from (to) affiliates (2,069 ) (3,898 ) 5,967 — — Other assets 760 6,357 10,691 — 17,808 Total assets $ 1,387,838 $ 275,069 $ 3,624,729 $ (1,848,889 ) $ 3,438,747 Liabilities Accounts payable and accrued expenses $ 4,258 $ 40 $ 10,309 $ — $ 14,607 Reinsurance balances payable — — 98,766 — 98,766 Deposit liabilities — — 174,405 — 174,405 Unearned premium reserves — — 592,319 — 592,319 Loss and loss adjustment expense reserves — — 1,060,000 — 1,060,000 Interest and dividends payable — 1,026 — — 1,026 Senior notes payable, net of deferred costs — 114,044 — — 114,044 Total liabilities 4,258 115,110 1,935,799 — 2,055,167 Shareholders’ equity Common shares 9,422 — 1,239 (1,239 ) 9,422 Additional paid-in capital 926,949 191,208 1,590,882 (1,782,090 ) 926,949 Retained earnings (deficit) 447,209 (31,249 ) 96,809 (65,560 ) 447,209 Shareholders’ equity attributable to Third Point Re common shareholders 1,383,580 159,959 1,688,930 (1,848,889 ) 1,383,580 Total liabilities and shareholders’ equity $ 1,387,838 $ 275,069 $ 3,624,729 $ (1,848,889 ) $ 3,438,747 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 September 30, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 95,388 $ — $ 95,388 Gross premiums ceded — — (1,116 ) — (1,116 ) Net premiums written — — 94,272 — 94,272 Change in net unearned premium reserves — — 108,976 — 108,976 Net premiums earned — — 203,248 — 203,248 Net investment loss — — (3,138 ) — (3,138 ) Equity in earnings (losses) of subsidiaries (13,516 ) 649 (15 ) 12,882 — Total revenues (13,516 ) 649 200,095 12,882 200,110 Expenses Loss and loss adjustment expenses incurred, net — — 85,703 — 85,703 Acquisition costs, net — — 118,271 — 118,271 General and administrative expenses 1,583 6 7,648 — 9,237 Other expenses — — 5,058 — 5,058 Interest expense — 2,074 — — 2,074 Foreign exchange gains — — (4,921 ) — (4,921 ) Total expenses 1,583 2,080 211,759 — 215,422 Loss before income tax (expense) benefit (15,099 ) (1,431 ) (11,664 ) 12,882 (15,312 ) Income tax (expense) benefit — 437 (224 ) — 213 Net loss (15,099 ) (994 ) (11,888 ) 12,882 (15,099 ) Net income attributable to noncontrolling interests in related party — — — — — Net loss attributable to Third Point Re common shareholders $ (15,099 ) $ (994 ) $ (11,888 ) $ 12,882 $ (15,099 ) For the nine months ended September 30, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 497,616 $ — $ 497,616 Gross premiums ceded — — (3,301 ) — (3,301 ) Net premiums written — — 494,315 — 494,315 Change in net unearned premium reserves — — 7,435 — 7,435 Net premiums earned — — 501,750 — 501,750 Net investment income — — 220,946 — 220,946 Equity in earnings (losses) of subsidiaries 183,936 9,980 (26 ) (193,890 ) — Total revenues 183,936 9,980 722,670 (193,890 ) 722,696 Expenses Loss and loss adjustment expenses incurred, net — — 263,105 — 263,105 Acquisition costs, net — — 233,775 — 233,775 General and administrative expenses 13,055 (20 ) 27,984 — 41,019 Other expenses — — 12,994 — 12,994 Interest expense — 6,154 — — 6,154 Foreign exchange gains — — (6,663 ) — (6,663 ) Total expenses 13,055 6,134 531,195 — 550,384 Income before income tax (expense) benefit 170,881 3,846 191,475 (193,890 ) 172,312 Income tax (expense) benefit — 1,288 (2,719 ) — (1,431 ) Net income 170,881 5,134 188,756 (193,890 ) 170,881 Net income attributable to noncontrolling interests in related party — — — — — Net income available to Third Point Re common shareholders $ 170,881 $ 5,134 $ 188,756 $ (193,890 ) $ 170,881 CONDENSED CONSOLIDATING STATEMENTS OF LOSS For the three months ended September 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 30,064 $ — $ 30,064 Gross premiums ceded — — — — — Net premiums written — — 30,064 — 30,064 Change in net unearned premium reserves — — 97,929 — 97,929 Net premiums earned — — 127,993 — 127,993 Net investment loss — — (3,590 ) — (3,590 ) Equity in losses of subsidiaries (11,100 ) (2,821 ) (11 ) 13,932 — Total revenues (11,100 ) (2,821 ) 124,392 13,932 124,403 Expenses Loss and loss adjustment expenses incurred, net — — 88,706 — 88,706 Acquisition costs, net — — 40,841 — 40,841 General and administrative expenses 2,181 13 7,317 — 9,511 Other income — — (1,362 ) — (1,362 ) Interest expense — 2,074 — — 2,074 Foreign exchange gains — — (1,979 ) — (1,979 ) Total expenses 2,181 2,087 133,523 — 137,791 Loss before income tax (expense) benefit (13,281 ) (4,908 ) (9,131 ) 13,932 (13,388 ) Income tax (expense) benefit — 438 (327 ) — 111 Net loss (13,281 ) (4,470 ) (9,458 ) 13,932 (13,277 ) Net income attributable to noncontrolling interests in related party — — (4 ) — (4 ) Net loss attributable to Third Point Re common shareholders $ (13,281 ) $ (4,470 ) $ (9,462 ) $ 13,932 $ (13,281 ) For the nine months ended September 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 458,189 $ — $ 458,189 Gross premiums ceded — — (18,125 ) — (18,125 ) Net premiums written — — 440,064 — 440,064 Change in net unearned premium reserves — — (28,092 ) — (28,092 ) Net premiums earned — — 411,972 — 411,972 Net investment income — — 25,377 — 25,377 Equity in losses of subsidiaries (14,138 ) (2,582 ) (42 ) 16,762 — Total revenues (14,138 ) (2,582 ) 437,307 16,762 437,349 Expenses Loss and loss adjustment expenses incurred, net — — 265,326 — 265,326 Acquisition costs, net — — 149,830 — 149,830 General and administrative expenses 5,542 35 23,111 — 28,688 Other expenses — — 6,616 — 6,616 Interest expense — 6,154 — — 6,154 Foreign exchange gains — — (4,215 ) — (4,215 ) Total expenses 5,542 6,189 440,668 — 452,399 Loss before income tax (expense) benefit (19,680 ) (8,771 ) (3,361 ) 16,762 (15,050 ) Income tax (expense) benefit — 1,300 (5,707 ) — (4,407 ) Net loss (19,680 ) (7,471 ) (9,068 ) 16,762 (19,457 ) Net income attributable to noncontrolling interests in related party — — (223 ) — (223 ) Net loss attributable to Third Point Re common shareholders $ (19,680 ) $ (7,471 ) $ (9,291 ) $ 16,762 $ (19,680 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net income $ 170,881 $ 5,134 $ 188,756 $ (193,890 ) $ 170,881 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in (earnings) losses of subsidiaries (183,936 ) (9,980 ) 26 193,890 — Share compensation expense 2,635 — 3,671 — 6,306 Net interest expense on deposit liabilities — — 4,980 — 4,980 Net realized and unrealized gain on investments and derivatives — — (2,177 ) — (2,177 ) Net realized and unrealized gain on investment in related party investment fund — — (207,597 ) — (207,597 ) Net foreign exchange gains — — (6,663 ) — (6,663 ) Amortization of premium and accretion of discount, net — 133 (364 ) — (231 ) Changes in assets and liabilities: Reinsurance balances receivable — — (50,711 ) — (50,711 ) Deferred acquisition costs, net — — 36,874 — 36,874 Unearned premiums ceded — — 3,182 — 3,182 Loss and loss adjustment expenses recoverable — — (2,239 ) — (2,239 ) Other assets 913 (1,288 ) 3,202 — 2,827 Interest and dividends receivable, net — (2,029 ) (1,616 ) — (3,645 ) Unearned premium reserves — — (10,617 ) — (10,617 ) Loss and loss adjustment expense reserves — — 119,129 — 119,129 Accounts payable and accrued expenses 3,520 (30 ) 3,856 — 7,346 Reinsurance balances payable — — 29,052 — 29,052 Amounts due from (to) affiliates (1,453 ) 3,950 (2,497 ) — — Net cash provided by (used in) operating activities (7,440 ) (4,110 ) 108,247 — 96,697 Investing activities Proceeds from redemptions from related party investment fund — — 760,000 — 760,000 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 (3,500 ) — (327,463 ) — (330,963 ) Proceeds from sales and maturities of investments — — 349,696 — 349,696 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 provided by (used in) investing activities (18,500 ) — 709,347 — 690,847 Financing activities Proceeds from issuance of Third Point Re common shares, net of costs 1,887 — — — 1,887 Taxes paid on withholding shares (68 ) — — — (68 ) Net proceeds from deposit liability contracts — — 6,924 — 6,924 Dividend received by (paid to) parent 24,249 4,100 (28,349 ) — — Net cash provided by (used in) financing activities 26,068 4,100 (21,425 ) — 8,743 Net increase (decrease) in cash, cash equivalents and restricted cash 128 (10 ) 796,169 — 796,287 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 $ 128 $ 177 $ 1,509,319 $ — $ 1,509,624 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net loss $ (19,680 ) $ (7,471 ) $ (9,068 ) $ 16,762 $ (19,457 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Equity in losses of subsidiaries 14,138 2,582 42 (16,762 ) — Share compensation expense 444 — 4,512 — 4,956 Net interest income on deposit liabilities — — (1,609 ) — (1,609 ) Net realized and unrealized gain on investments and derivatives — — (32,373 ) — (32,373 ) Net unrealized loss on investment in related party investment fund — — 1,926 — 1,926 Net foreign exchange gains — — (4,215 ) — (4,215 ) Amortization of premium and accretion of discount, net — 133 2,541 — 2,674 Changes in assets and liabilities: Reinsurance balances receivable — — (87,911 ) — (87,911 ) Deferred acquisition costs, net — — 27,507 — 27,507 Unearned premiums ceded — — (15,723 ) — (15,723 ) Loss and loss adjustment expenses recoverable — — (463 ) — (463 ) Other assets (1,415 ) (10,149 ) 5,807 — (5,757 ) Interest and dividends receivable, net — (2,029 ) (3,244 ) — (5,273 ) Unearned premium reserves — — 43,815 — 43,815 Loss and loss adjustment expense reserves — — 107,325 — 107,325 Accounts payable and accrued expenses 639 8,864 (32,264 ) — (22,761 ) Reinsurance balances payable — — 29,624 — 29,624 Amounts due from (to) affiliates (4,781 ) 4,360 421 — — Net cash provided by (used in) operating activities (10,655 ) (3,710 ) 36,650 — 22,285 Investing activities Contributions to related party investment fund, including subscription receivable — — (88,658 ) — (88,658 ) Purchases of investments — — (3,235,659 ) — (3,235,659 ) Proceeds from sales and maturities of investments — — 3,222,239 — 3,222,239 Purchases of investments to cover short sales — — (853,798 ) — (853,798 ) Proceeds from short sales of investments — — 800,508 — 800,508 Change in due to/from brokers, net — — 471,352 — 471,352 Decrease in securities sold under an agreement to repurchase — — (29,618 ) — (29,618 ) Net cash provided by investing activities — — 286,366 — 286,366 Financing activities Taxes paid on withholding shares (74 ) — — — (74 ) Purchases of Third Point Re common shares under share repurchase program (133,380 ) — — — (133,380 ) Net proceeds from deposit liability contracts — — 4,340 — 4,340 Change in total noncontrolling interests in related party, net — — (97,950 ) — (97,950 ) Dividend received by (paid to) parent 144,100 3,700 (147,800 ) — — Net cash provided by (used in) financing activities 10,646 3,700 (241,410 ) — (227,064 ) Net increase (decrease) in cash, cash equivalents and restricted cash (9 ) (10 ) 81,606 — 81,587 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 $ — $ 189 $ 630,731 $ — $ 630,920 |