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 March 31, 2020 and December 31, 2019 , condensed consolidating statements of income (loss) for the three months ended March 31, 2020 and 2019 and condensed consolidating statements of cash flows for the three months ended March 31, 2020 and 2019 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 March 31, 2020 Third Point Re TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Total investments in securities $ 4,000 $ — $ 1,022,936 $ — $ 1,026,936 Cash and cash equivalents 6 169 445,601 — 445,776 Restricted cash and cash equivalents — — 975,109 — 975,109 Investment in subsidiaries 1,239,241 275,053 191,313 (1,705,607 ) — Due from brokers — — 57,929 — 57,929 Interest and dividends receivable — — 3,732 — 3,732 Reinsurance balances receivable, net — — 622,883 — 622,883 Deferred acquisition costs, net — — 168,505 — 168,505 Unearned premiums ceded — — 13,411 — 13,411 Loss and loss adjustment expenses recoverable, net — — 6,865 — 6,865 Amounts due from (to) affiliates (10,064 ) (7,923 ) 17,987 — — Other assets 570 7,216 13,602 — 21,388 Total assets $ 1,233,753 $ 274,515 $ 3,539,873 $ (1,705,607 ) $ 3,342,534 Liabilities Accounts payable and accrued expenses $ 2,052 $ — $ 6,816 $ — $ 8,868 Reinsurance balances payable — — 78,323 — 78,323 Deposit liabilities — — 170,402 — 170,402 Unearned premium reserves — — 579,315 — 579,315 Loss and loss adjustment expense reserves — — 1,107,911 — 1,107,911 Securities sold, not yet purchased, at fair value — — 47,427 — 47,427 Due to brokers — — 3,150 — 3,150 Interest and dividends payable — 1,034 270 — 1,304 Senior notes payable, net of deferred costs — 114,133 — — 114,133 Total liabilities 2,052 115,167 1,993,614 — 2,110,833 Shareholders’ equity Common shares 9,488 — 1,239 (1,239 ) 9,488 Additional paid-in capital 928,903 191,617 1,593,414 (1,785,031 ) 928,903 Retained earnings (deficit) 293,310 (32,269 ) (48,394 ) 80,663 293,310 Shareholders’ equity attributable to Third Point Re common shareholders 1,231,701 159,348 1,546,259 (1,705,607 ) 1,231,701 Total liabilities and shareholders’ equity $ 1,233,753 $ 274,515 $ 3,539,873 $ (1,705,607 ) $ 3,342,534 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Total investments in securities $ 4,000 $ — $ 985,701 $ — $ 989,701 Cash and cash equivalents 10 176 639,229 — 639,415 Restricted cash and cash equivalents — — 1,014,543 — 1,014,543 Investment in subsidiaries 1,419,197 271,624 191,077 (1,881,898 ) — Interest and dividends receivable — — 2,178 — 2,178 Reinsurance balances receivable, net — — 596,120 — 596,120 Deferred acquisition costs, net — — 154,717 — 154,717 Unearned premiums ceded — — 16,945 — 16,945 Loss and loss adjustment expenses recoverable, net — — 5,520 — 5,520 Amounts due from (to) affiliates (5,722 ) (3,898 ) 9,620 — — Other assets 764 6,784 13,007 — 20,555 Total assets $ 1,418,249 $ 274,686 $ 3,628,657 $ (1,881,898 ) $ 3,439,694 Liabilities Accounts payable and accrued expenses $ 4,175 $ — $ 13,641 $ — $ 17,816 Reinsurance balances payable — — 81,941 — 81,941 Deposit liabilities — — 172,259 — 172,259 Unearned premium reserves — — 524,768 — 524,768 Loss and loss adjustment expense reserves — — 1,111,692 — 1,111,692 Interest and dividends payable — 3,055 — — 3,055 Senior notes payable, net of deferred costs — 114,089 — — 114,089 Total liabilities 4,175 117,144 1,904,301 — 2,025,620 Shareholders’ equity Common shares 9,423 — 1,239 (1,239 ) 9,423 Additional paid-in capital 927,704 191,361 1,591,796 (1,783,157 ) 927,704 Retained earnings (deficit) 476,947 (33,819 ) 131,321 (97,502 ) 476,947 Shareholders' equity attributable to Third Point Re common shareholders 1,414,074 157,542 1,724,356 (1,881,898 ) 1,414,074 Total liabilities and shareholders’ equity $ 1,418,249 $ 274,686 $ 3,628,657 $ (1,881,898 ) $ 3,439,694 CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS) For the three months ended March 31, 2020 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 204,131 $ — $ 204,131 Gross premiums ceded — — 265 — 265 Net premiums written — — 204,396 — 204,396 Change in net unearned premium reserves — — (58,081 ) — (58,081 ) Net premiums earned — — 146,315 — 146,315 Net investment loss — — (185,027 ) — (185,027 ) Equity in earnings (losses) of subsidiaries (181,335 ) 3,173 (19 ) 178,181 — Total revenues (181,335 ) 3,173 (38,731 ) 178,181 (38,712 ) Expenses Loss and loss adjustment expenses incurred, net — — 87,786 — 87,786 Acquisition costs, net — — 49,253 — 49,253 General and administrative expenses 2,302 7 7,850 — 10,159 Other expenses — — 3,477 — 3,477 Interest expense — 2,048 — — 2,048 Foreign exchange gains — — (8,217 ) — (8,217 ) Total expenses 2,302 2,055 140,149 — 144,506 Income (loss) before income tax (expense) benefit (183,637 ) 1,118 (178,880 ) 178,181 (183,218 ) Income tax (expense) benefit — 432 (851 ) — (419 ) Net income (loss) available to Third Point Re common shareholders $ (183,637 ) $ 1,550 $ (179,731 ) $ 178,181 $ (183,637 ) CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the three months ended March 31, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 319,591 $ — $ 319,591 Gross premiums ceded — — (712 ) — (712 ) Net premiums written — — 318,879 — 318,879 Change in net unearned premium reserves — — (165,829 ) — (165,829 ) Net premiums earned — — 153,050 — 153,050 Net investment income — — 154,953 — 154,953 Equity in earnings (losses) of subsidiaries 135,541 8,012 (8 ) (143,545 ) — Total revenues 135,541 8,012 307,995 (143,545 ) 308,003 Expenses Loss and loss adjustment expenses incurred, net — — 95,068 — 95,068 Acquisition costs, net — — 57,498 — 57,498 General and administrative expenses 2,626 (39 ) 9,545 — 12,132 Other expenses — — 4,125 — 4,125 Interest expense — 2,029 — — 2,029 Foreign exchange losses — — 2,518 — 2,518 Total expenses 2,626 1,990 168,754 — 173,370 Income before income tax (expense) benefit 132,915 6,022 139,241 (143,545 ) 134,633 Income tax (expense) benefit — 418 (2,136 ) — (1,718 ) Net income available to Third Point Re common shareholders $ 132,915 $ 6,440 $ 137,105 $ (143,545 ) $ 132,915 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2020 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net income (loss) $ (183,637 ) $ 1,550 $ (179,731 ) $ 178,181 $ (183,637 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Equity in (earnings) losses of subsidiaries 181,335 (3,173 ) 19 (178,181 ) — Share compensation expense 187 — 1,379 — 1,566 Net interest expense on deposit liabilities — — 1,002 — 1,002 Net realized and unrealized gain on investments and derivatives — — (18,673 ) — (18,673 ) Net realized and unrealized loss on investment in related party investment fund — — 200,815 — 200,815 Net foreign exchange gains — — (8,217 ) — (8,217 ) Amortization of premium and accretion of discount, net — 44 37 — 81 Changes in assets and liabilities: Reinsurance balances receivable — — (28,236 ) — (28,236 ) Deferred acquisition costs, net — — (13,788 ) — (13,788 ) Unearned premiums ceded — — 3,534 — 3,534 Loss and loss adjustment expenses recoverable — — (1,345 ) — (1,345 ) Other assets 194 (432 ) (1,081 ) — (1,319 ) Interest and dividends receivable, net — (2,021 ) (1,284 ) — (3,305 ) Unearned premium reserves — — 54,547 — 54,547 Loss and loss adjustment expense reserves — — 6,349 — 6,349 Accounts payable and accrued expenses (2,123 ) — (7,924 ) — (10,047 ) Reinsurance balances payable — — (2,544 ) — (2,544 ) Amounts due from (to) affiliates 4,342 4,025 (8,367 ) — — Net cash provided by (used in) operating activities 298 (7 ) (3,508 ) — (3,217 ) Investing activities Purchases of investments — — (241,619 ) — (241,619 ) Proceeds from sales and maturities of investments — — 22,264 — 22,264 Purchases of investments to cover short sales — — (5,656 ) — (5,656 ) Proceeds from short sales of investments — — 53,000 — 53,000 Change in due to/from brokers, net — — (54,779 ) — (54,779 ) Net cash used in investing activities — — (226,790 ) — (226,790 ) Financing activities Taxes paid on withholding shares (302 ) — — — (302 ) Net payments on deposit liability contracts — — (2,764 ) — (2,764 ) Net cash used in financing activities (302 ) — (2,764 ) — (3,066 ) Net decrease in cash, cash equivalents and restricted cash (4 ) (7 ) (233,062 ) — (233,073 ) Cash, cash equivalents and restricted cash at beginning of period 10 176 1,653,772 — 1,653,958 Cash, cash equivalents and restricted cash at end of period $ 6 $ 169 $ 1,420,710 $ — $ 1,420,885 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the three months ended March 31, 2019 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net income $ 132,915 $ 6,440 $ 137,105 $ (143,545 ) $ 132,915 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in (earnings) losses of subsidiaries (135,541 ) (8,012 ) 8 143,545 — Share compensation expense 163 — 1,295 — 1,458 Net interest expense on deposit liabilities — — 1,500 — 1,500 Net realized and unrealized gain on investments and derivatives — — (1,692 ) — (1,692 ) Net realized and unrealized gain on investment in related party investment fund — — (146,991 ) — (146,991 ) Net foreign exchange losses — — 2,518 — 2,518 Amortization of premium and accretion of discount, net — 44 278 — 322 Changes in assets and liabilities: Reinsurance balances receivable — — (154,205 ) — (154,205 ) Deferred acquisition costs, net — — (29,266 ) — (29,266 ) Unearned premiums ceded — — 1,413 — 1,413 Loss and loss adjustment expenses recoverable — — (720 ) — (720 ) Other assets 585 (418 ) 248 — 415 Interest and dividends receivable, net — (2,040 ) (575 ) — (2,615 ) Unearned premium reserves — — 164,416 — 164,416 Loss and loss adjustment expense reserves — — 44,838 — 44,838 Accounts payable and accrued expenses 571 (40 ) 1,433 — 1,964 Reinsurance balances payable — — 6,720 — 6,720 Amounts due from (to) affiliates 4,375 (75 ) (4,300 ) — — Net cash provided by (used in) operating activities 3,068 (4,101 ) 24,023 — 22,990 Investing activities Proceeds from redemptions from related party investment fund — — 10,000 — 10,000 Contributions to related party investment fund — — (70,000 ) — (70,000 ) Change in participation agreement with related party investment fund — — (776 ) — (776 ) Purchases of investments (3,000 ) — — — (3,000 ) Change in due to/from brokers, net — — 774 — 774 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 ) — (45,002 ) — (63,002 ) Financing activities Taxes paid on withholding shares (68 ) — — — (68 ) Net payments on deposit liability contracts — — (2,094 ) — (2,094 ) Dividend received by (paid to) parent 15,000 4,100 (19,100 ) — — Net cash provided by (used in) financing activities 14,932 4,100 (21,194 ) — (2,162 ) Net decrease in cash, cash equivalents and restricted cash — (1 ) (42,173 ) — (42,174 ) 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 $ — $ 186 $ 670,977 $ — $ 671,163 |