FIH Mauritius Investments Ltd ("FIH Mauritius") and FIH Private Investments Ltd ("FIH Private")
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INTERIM REPORT For the nine months ended September 30, 2019 Consolidated Balance Sheets as at September 30, 2019 and December 31, 2018 (unaudited - US$ thousands) September 30, December 31, Notes 2019 2018 Assets Cash and cash equivalents 6, 14 5,906 21,240 Restricted cash 6, 7 25,045 13,833 Loan 5, 6 14,149 — Bonds 5, 6 423,259 576,386 Common stocks 5, 6 2,237,278 2,084,961 Total cash and investments 2,705,637 2,696,420 Interest receivable — 7,039 Income taxes refundable 2,886 2,930 Other assets 1,388 668 Total assets 2,709,911 2,707,057 Liabilities Accounts payable and accrued liabilities 958 1,034 Payable for partly paid securities 5 — 29,827 Payable to related parties 12 7,710 8,827 Deferred income taxes 10 39,116 689 Income taxes payable 1,540 1,507 Borrowings 7 595,841 547,228 Total liabilities 645,165 589,112 Equity Common shareholders' equity 8 2,064,746 2,117,945 2,709,911 2,707,057 See accompanying notes. 1 Consolidated Statements of Earnings for the three and nine months ended September 30, 2019 and 2018 (unaudited - US$ thousands except per share amounts) Third quarter First nine months Notes 2019 2018 2019 2018 Income Interest 6 200 5,318 4,153 17,890 Dividends 6 1,614 1,411 7,688 7,986 Net realized gains (losses) on investments 6 7,046 (2) 41,907 (3,335) Net change in unrealized gains on investments 6 118,856 136,234 34,790 138,115 Net foreign exchange losses 6 (14,928) (25,909) (9,717) (55,068) 112,788 117,052 78,821 105,588 Expenses Investment and advisory fees 12 7,874 8,771 24,880 25,257 General and administration expenses 13 876 1,170 3,697 3,277 Interest expense 7 10,288 9,427 29,292 19,379 19,038 19,368 57,869 47,913 Earnings before income taxes 93,750 97,684 20,952 57,675 Provision for income taxes 10 4,567 3,504 39,838 4,317 Net earnings (loss) 89,183 94,180 (18,886) 53,358 Net earnings (loss) per share (basic and diluted) 9 $ 0.58 $ 0.61 $ (0.12) $ 0.35 Shares outstanding (weighted average) 9 152,631,481 154,586,489 152,662,758 153,043,675 See accompanying notes. 2 Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2019 and 2018 (unaudited - US$ thousands) Third quarter First nine months 2019 2018 2019 2018 Net earnings (loss) 89,183 94,180 (18,886) 53,358 Other comprehensive loss, net of income taxes Item that may be subsequently reclassified to net earnings (loss) Unrealized foreign currency translation losses, net of income taxes of nil (2018 - nil) (53,851) (119,852) (31,307) (269,657) Other comprehensive loss, net of income taxes (53,851) (119,852) (31,307) (269,657) Comprehensive income (loss) 35,332 (25,672) (50,193) (216,299) See accompanying notes. 3 Consolidated Statements of Changes in Equity for the nine months ended September 30, 2019 and 2018 (unaudited - US$ thousands) Accumulated Multiple Share-based other Common Subordinate voting payments, Retained comprehensive shareholders' voting shares shares net earnings income (loss) equity Balance as of January 1, 2019 1,297,426 300,000 (93) 684,842 (164,230) 2,117,945 Net loss for the period — — — (18,886) — (18,886) Other comprehensive loss: Unrealized foreign currency translation losses — — — — (31,307) (31,307) Purchases for cancellation (note 8) (2,421) — — (577) — (2,998) Purchases and amortization — — (8) — — (8) Balance as of September 30, 2019 1,295,005 300,000 (101) 665,379 (195,537) 2,064,746 Balance as of January 1, 2018 1,206,512 300,000 (64) 597,105 28,911 2,132,464 Net earnings for the period — — — 53,358 — 53,358 Other comprehensive loss: Unrealized foreign currency translation losses — — — — (269,657) (269,657) Issuance of shares 114,437 — — — — 114,437 Purchases for cancellation (note 8) (10,877) — — (5,302) — (16,179) Purchases and amortization — — (46) — — (46) Balance as of September 30, 2018 1,310,072 300,000 (110) 645,161 (240,746) 2,014,377 See accompanying notes. 4 Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2019 and 2018 (unaudited - US$ thousands) Third quarter First nine months Notes 2019 2018 2019 2018 Operating activities Net earnings (loss) 89,183 94,180 (18,886) 53,358 Items not affecting cash and cash equivalents: Net bond premium amortization 1 68 42 321 Deferred income taxes 10 4,333 2,178 38,846 2,178 Amortization of share-based payment awards 20 20 76 58 Net realized (gains) losses on investments 6 (7,046) 2 (41,907) 3,335 Net change in unrealized gains on investments 6 (118,856) (136,234) (34,790) (138,115) Net foreign exchange losses 6 14,928 25,909 9,717 55,068 Net decrease (increase) in restricted cash in support of borrowings 8,694 5,307 (11,212) (11,317) Net sales (purchases) of short term investments 2,052 1,707 (30) 13,327 Purchases of investments 14 (100,414) (89,114) (232,425) (180,504) Sales of investments 14 63,882 — 223,933 72,750 Changes in operating assets and liabilities: Interest receivable 308 (3,272) 7,008 1,145 Payable to related parties (1,089) 3,103 (1,149) 6,114 Income taxes payable 224 1,223 43 1,223 Other 7,568 3,649 2,278 (510) Cash used in operating activities (36,212) (91,274) (58,456) (121,569) Financing activities Borrowings: Proceeds 7 — — 50,000 550,000 Issuance costs 7 — — (5,545) (5,545) Repayments 7 — — — (400,000) Subordinate voting shares: Purchases for cancellation 8 — (16,179) (2,998) (16,179) Cash provided by (used in) financing activities — (16,179) 41,457 128,276 Increase (decrease) in cash and cash equivalents (36,212) (107,453) (16,999) 6,707 Cash and cash equivalents - beginning of period 41,548 125,284 21,240 13,244 Foreign currency translation 570 (1,512) 1,665 (3,632) Cash and cash equivalents - end of period 5,906 16,319 5,906 16,319 See accompanying notes. 5 Index to Notes to Interim Consolidated Financial Statements 1. Business Operations 7 2. Basis of Presentation 7 3. Summary of Significant Accounting Policies 7 4. Critical Accounting Estimates and Judgments 7 5. Indian Investments 8 6. Cash and Investments 16 7. Borrowings 19 8. Common Shareholders' Equity 20 9. Net Earnings per Share 20 10. Income Taxes 20 11. Financial Risk Management 22 12. Related Party Transactions 25 13. General and Administration Expenses 26 14. Supplementary Cash Flow Information 26 6 Notes to Interim Consolidated Financial Statements for the three and nine months ended September 30, 2019 and 2018 (unaudited - US$ thousands except share and per share amounts and as otherwise indicated) 1. Business Operations Fairfax India Holdings Corporation ("the company" or "Fairfax India") is an investment holding company whose objective is to achieve long term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments in India and Indian businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, India ("Indian Investments"). The company makes all or substantially all of its investments either directly or through one of its wholly-owned subsidiaries, FIH Mauritius Investments Ltd ("FIH Mauritius") and FIH Private Investments Ltd ("FIH Private"). Fairfax Financial Holdings Limited ("Fairfax") is Fairfax India's ultimate parent and acts as its administrator. Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and the associated investment management. Hamblin Watsa Investment Counsel Ltd. (the "Portfolio Advisor"), a wholly-owned subsidiary of Fairfax and registered portfolio manager in the province of Ontario, is the portfolio advisor of the company and its consolidated subsidiaries, responsible to source and advise with respect to all investments. Refer to note 12 for details on Fairfax's voting rights and equity interest in the company. The company is federally incorporated and is domiciled in Ontario, Canada. The principal office of the company, Fairfax and the Portfolio Advisor is located at 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7. 2. Basis of Presentation The company's interim consolidated financial statements for the three and nine months ended September 30, 2019 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to the preparation of interim financial statements, including International Accounting Standard 34 Interim Financial Reporting. Accordingly, certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with IFRS as issued by the IASB have been omitted or condensed. These interim consolidated financial statements should be read in conjunction with the company's annual consolidated financial statements for the year ended December 31, 2018, which have been prepared in accordance with IFRS as issued by the IASB. These interim consolidated financial statements were approved for issue by the company's Board of Directors on October 31, 2019. 3. Summary of Significant Accounting Policies The principal accounting policies applied to the preparation of these interim consolidated financial statements are as set out in the company's annual consolidated financial statements for the year ended December 31, 2018, prepared in accordance with IFRS as issued by the IASB. Those policies and methods of computation have been consistently applied to all periods presented except as described below.