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PROSPECTUS

 

Filed Pursuant to Rule 424(b)(4)
Registration No. 333-175579

23,529,412 Ordinary Shares

 

LOGO

NORWEGIAN CRUISE LINE HOLDINGS LTD.

 

 

This is the initial public offering of our ordinary shares, par value $.001 per share, which we refer to as our ordinary shares. We are a newly formed holding company which, upon the consummation of this offering, will own 100% of the ordinary shares of NCL Corporation Ltd. and will be the issuer of the ordinary shares being offered hereby. The ordinary shares of NCL Corporation Ltd. owned by us represent a 97.2% economic interest in NCL Corporation Ltd. at the time of this offering based on the price set forth below. We are selling an aggregate of 23,529,412 ordinary shares in this offering.

Prior to the offering, no public market existed for our ordinary shares. The initial public offering price is $19.00 per ordinary share. We have been approved to list our ordinary shares on the NASDAQ Global Select Market under the symbol “NCLH”.

We have granted the underwriters an option for a period of 30 days to purchase from us an aggregate of up to 3,529,412 additional ordinary shares.

Investing in our ordinary shares involves a high degree of risk. See “ Risk Factors ” beginning on page 21 to read about certain factors you should consider before buying our ordinary shares.

 

     Per Share      Total  

Initial public offering price

   $ 19.00       $ 447,058,828.00   

Underwriting discounts and commissions

   $ 1.0925       $ 25,705,882.61   

Proceeds to new holding company before expenses

   $ 17.9075       $ 421,352,945.39   

The underwriters expect to deliver the ordinary shares on or about January 24, 2013.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Ordinary shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 1998, which regulates the sale of securities in Bermuda. Further, the Bermuda Monetary Authority (the “BMA”) must approve all issues and transfers of shares of a Bermuda exempted company under the Exchange Control Act of 1972 and regulations thereunder (together, the “ECA”). The BMA has given a general permission which will permit the issue of the ordinary shares and the free transferability of such shares under the ECA so long as voting securities of the Company are admitted to trading on the NASDAQ Global Select Market or any other appointed stock exchange. In addition, we will deliver to and file a copy of this prospectus with the Registrar of Companies in Bermuda in accordance with Bermuda law. The BMA and the Registrar of Companies do not accept any responsibility for the financial soundness of any proposal or for the correctness of any of the statements made or opinions expressed herein.

 

UBS Investment Bank   Barclays

 

Citigroup   Deutsche Bank Securities    Goldman, Sachs & Co.      J.P. Morgan  

 

 

 

DNB Markets   HSBC   SunTrust Robinson Humphrey         Wells Fargo Securities               

 

Lebenthal Capital Markets

 

 

 

 

The date of this prospectus is January 17, 2013.


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LOGO


Table of Contents

TABLE OF CONTENTS

 

     Page  

TERMS USED IN THIS PROSPECTUS

     ii   

MARKET AND INDUSTRY DATA AND FORECASTS

     v   

PROSPECTUS SUMMARY

     1   

RISK FACTORS

     21   

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     36   

USE OF PROCEEDS

     38   

DIVIDEND POLICY

     40   

CAPITALIZATION

     41   

DILUTION

     43   

SELECTED CONSOLIDATED FINANCIAL DATA

     45   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     47   

BUSINESS

     60   

MANAGEMENT

     85   

COMPENSATION DISCUSSION AND ANALYSIS

     92   

DIRECTOR COMPENSATION

     112   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     113   

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     118   

DESCRIPTION OF CERTAIN INDEBTEDNESS

     125   

DESCRIPTION OF SHARE CAPITAL

     136   

SHARES ELIGIBLE FOR FUTURE SALE

     148   

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     150   

MATERIAL BERMUDA TAX CONSIDERATIONS

     154   

UNDERWRITING (CONFLICTS OF INTEREST)

     155   

LEGAL MATTERS

     163   

EXPERTS

     163   

ADDITIONAL INFORMATION

     163   

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     F-1   

You should rely only on the information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with information that is different from or additional to, that contained in this prospectus. This prospectus may only be used where it is legal to sell our ordinary shares. The information in this prospectus may only be accurate on the date of this prospectus.

 

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TERMS USED IN THIS PROSPECTUS

Unless otherwise indicated by the context, references in this prospectus to (i) the “Company,” “we,” “our,” “us” and “NCL” refer, prior to the consummation of this offering, to NCL Corporation Ltd. and its subsidiaries and predecessors, upon and after the consummation of this offering, to the Issuer (as defined below) and its subsidiaries, (ii) “Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and “NCL America” or “NCLA” refers to our U.S.-flagged operations, (iii) “Apollo” refers to Apollo Global Management, LLC and its subsidiaries and the “Apollo Funds” refers to one or more of NCL Investment Limited, NCL Investment II Ltd., AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P. and AIF VI NCL (AIV IV), L.P., AAA Guarantor Co-Invest VI (B), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P. and Apollo Overseas Partners (Germany) VI, L.P., (iv) “TPG Global” refers to TPG Global, LLC, “TPG” refers to TPG Global and its affiliates and the “TPG Viking Funds” refers to one or more of TPG Viking I, L.P., TPG Viking II, L.P., TPG Viking, L.P., TPG Viking AIV I, L.P., TPG Viking AIV II, L.P., and TPG Viking AIV III, L.P. and/or certain other affiliated investment funds, each an affiliate of TPG, (v) “Genting HK” refers to Genting Hong Kong Limited and/or its affiliates (formerly Star Cruises Limited and/or its affiliates), and (vi) “Affiliate(s)” refers to Genting HK, the Apollo Funds and/or the TPG Viking Funds. References to the “U.S.” are to the United States of America, “dollars” or “$” are to U.S. dollars and “euros” or “€” are to the official currency of the Eurozone.

Unless otherwise indicated in this prospectus, the following terms have the meanings set forth below (all principal amounts refer to the original principal amount incurred or issued, as applicable):

 

   

$100.0 million Senior Notes. $100.0 million aggregate amount of 9.50% senior unsecured notes due 2018 issued by NCL Corporation Ltd. on February 29, 2012.

 

   

$250.0 million Senior Notes. $250.0 million aggregate amount of 9.50% senior unsecured notes due 2018 issued by NCL Corporation Ltd. on November 9, 2010.

 

   

$334.1 million Norwegian Jewel loan. $334.1 million secured loan agreement, dated as of April 20, 2004, as amended and restated on June 1, 2012, by and among Norwegian Jewel Limited, as borrower, and a syndicate of international banks, and related guarantee by NCL Corporation Ltd.

 

   

$350.0 million Senior Notes. Our $250.0 million Senior Notes and our $100.0 million Senior Notes.

 

   

$450.0 million Senior Secured Notes . $450.0 million aggregate amount of 11.75% senior secured notes due 2016 issued by NCL Corporation Ltd. on November 12, 2009, and guaranteed by Norwegian Dawn Limited, Norwegian Sun Limited, Norwegian Spirit, Ltd. and Norwegian Star Limited.

 

   

$750.0 million Senior Secured Revolving Credit Facility. $750.0 million credit agreement, dated October 28, 2009, as amended, by and among NCL Corporation Ltd., as borrower, various lenders and Nordea Bank Norge ASA, and related guarantee by Norwegian Dawn Limited, Norwegian Sun Limited, Norwegian Spirit, Ltd. and Norwegian Star Limited.

 

   

Adjusted EBITDA . EBITDA subject to certain adjustments as set forth in note 4 to the “Prospectus Summary—Summary Consolidated Financial Data” included elsewhere in this prospectus.

 

   

Adjusted EBITDA Margin . Adjusted EBITDA as a percentage of total revenue.

 

   

Berths. Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can accommodate three or more passengers.

 

   

Breakaway Newbuild Export Credit Facilities . €529.8 million Breakaway One credit agreement, dated November 18, 2010, as amended, by and among Breakaway One, Ltd. and a syndicate of international banks and a related guarantee by NCL Corporation Ltd. and €529.8 million Breakaway Two Credit Agreement, dated as of November 18, 2010, as amended, by and among Breakaway Two, Ltd. and a syndicate of international banks and a related guarantee by NCL Corporation Ltd.

 

   

Breakaway Newbuild Credit Facilities . Our Breakaway Newbuild Export Credit Facilities and Breakaway Newbuild Term Loan Facilities.

 

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Breakaway Plus Newbuild Export Credit Facility . €590.5 million credit agreement, dated October 12, 2012, by and among Breakaway Three, Ltd. and a syndicate of international banks and a related guarantee by NCL Corporation Ltd.

 

   

Breakaway Newbuild Term Loan Facilities . €126.1 million Pride of Hawai’i Credit Agreement, dated November 18, 2010, as amended, by and among Pride of Hawaii LLC and a syndicate of international banks and a related guarantee by NCL Corporation Ltd. and €126.1 million Norwegian Jewel Credit Agreement, dated November 18, 2010, by and among Norwegian Jewel Limited and a syndicate of international banks and a related guarantee by NCL Corporation Ltd.

 

   

Capacity Days. Available Berths multiplied by the number of cruise days for the period.

 

   

Cash Sweep Credit Facilities. Our $334.1 million Norwegian Jewel loan, our €40.0 million Pride of America commercial loan, our €258.0 million Pride of America loan, our €308.1 million Pride of Hawai’i loan, and our €624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility.

 

   

Charter. The hire of a ship for a specified period of time.

 

   

CLIA. Cruise Lines International Association, a non-profit marketing and training organization formed in 1975 to promote cruising.

 

   

Constant Currency. A calculation whereby foreign currency-denominated revenue and expenses in a period are converted at the U.S. dollar exchange rate of a comparable period in order to eliminate the effects of the foreign exchange fluctuations.

 

   

Dry-dock. A process whereby a ship is positioned in a large basin where all the fresh/sea water is pumped out in order to carry out cleaning and repairs of those parts of a ship which are below the water line.

 

   

EBITDA. Earnings before interest, taxes and depreciation and amortization (we refer you to “Prospectus Summary—Summary Consolidated Financial Data” for more on EBITDA).

 

   

€40.0 million Pride of America commercial loan . Euro 40.0 million secured loan agreement, dated as of April 4, 2003, as amended and restated on June 1, 2012, by and among Pride of America Ship Holding, LLC, as borrower, and a syndicate of international banks, and related guarantee by NCL Corporation Ltd.

 

   

€258.0 million Pride of America loan. Euro 258.0 million secured loan agreement, dated as of April 4, 2003, as amended and restated on June 1, 2012, by and among Pride of America Ship Holding, LLC, as borrower, and a syndicate of international banks, and related guarantee by NCL Corporation Ltd.

 

   

€308.1 million Pride of Hawai’i loan . Euro 308.1 million Pride of Hawai’i loan, dated as of April 20, 2004, as amended and restated on June 1, 2012, by and among Pride of Hawaii, LLC, as borrower, and a syndicate of international banks, and related guarantee by NCL Corporation Ltd.

 

   

€624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility . Euro 624.0 million revolving loan facility agreement, dated October 7, 2005, as amended and restated on June 1, 2012, by and among NCL Corporation Ltd., as borrower, and a syndicate of international banks, and related guarantee by Norwegian Pearl, Ltd. and Norwegian Gem, Ltd.

 

   

€662.9 million Norwegian Epic loan . Euro 662.9 million syndicated loan facility, dated September 22, 2006, as amended and restated on June 1, 2012, by and among Norwegian Epic, Ltd. (f/k/a F3 Two, Ltd.), as borrower, and a syndicate of international banks, and related guarantee by NCL Corporation Ltd.

 

   

Existing Senior Secured Credit Facilities . Our Breakaway Newbuild Credit Facilities, our $750.0 million Senior Secured Revolving Credit Facility, our €624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility, our €308.1 million Pride of Hawai’i loan, our $334.1 million Norwegian Jewel loan, our €258.0 million Pride of America loan, our €40.0 million Pride of America commercial loan, and our €662.9 million Norwegian Epic loan.

 

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GAAP. Generally accepted accounting principles in the U.S.

 

   

Gross Cruise Cost. The sum of total cruise operating expense and marketing, general and administrative expense.

 

   

Gross Tons. A unit of enclosed passenger space on a cruise ship, such that one gross ton = 100 cubic feet or 2.831 cubic meters.

 

   

Gross Yield. Total revenue per Capacity Day.

 

   

IMO. International Maritime Organization, a United Nations agency that sets international standards for shipping.

 

   

Issuer . Norwegian Cruise Line Holdings Ltd., a newly formed holding company which, upon the consummation of this offering, will own 100% of the ordinary shares of NCL Corporation Ltd. and will be the issuer of the ordinary shares being offered hereby. For additional detail regarding the Issuer, we refer you to “Prospectus Summary—Corporate Reorganization.”

 

   

Major North American Cruise Brands. Norwegian Cruise Line, Carnival Cruise Lines, Royal Caribbean International, Holland America, Princess Cruises and Celebrity Cruises.

 

   

Net Cruise Cost. Gross Cruise Cost less commissions, transportation and other expense and onboard and other expense.

 

   

Net Cruise Cost Excluding Fuel. Net Cruise Cost less fuel expense.

 

   

Net Revenue. Total revenue less commissions, transportation and other expense and onboard and other expense.

 

   

Net Yield. Net Revenue per Capacity Day.

 

   

Norwegian Sky Agreement. Memorandum of agreement, dated May 31, 2012, between Ample Avenue Limited, as seller, and Norwegian Sky, Ltd., as buyer, related to our purchase of Norwegian Sky.

 

   

Occupancy Percentage or Load Factor. The ratio of Passenger Cruise Days to Capacity Days. A percentage in excess of 100% indicates that three or more passengers occupied some cabins.

 

   

Passenger Cruise Days. The number of passengers carried for the period, multiplied by the number of days in their respective cruises.

 

   

SEC. U.S. Securities and Exchange Commission.

 

   

Ship Contribution. Total revenue less total cruise operating expense.

 

   

S hipboard Retirement Plan. An unfunded defined benefit pension plan for certain crew members which computes benefits based on years of service, subject to certain requirements.

 

 

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MARKET AND INDUSTRY DATA AND FORECASTS

This prospectus includes market share and industry data and forecasts that we obtained from industry publications, third-party surveys and internal company surveys. Industry publications, including those from CLIA, and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. All CLIA information, obtained from the CLIA website “cruising.org,” relates to CLIA member lines, which currently represents 26 of the major North American cruise lines including NCL Corporation Ltd., which together represented 97% of the North American cruise capacity. All other references to third party information are publicly available at nominal or no cost. We use the most currently available industry and market data to support statements as to our market position.

Although we believe that the industry publications and third-party sources are reliable, we have not independently verified any of the data from industry publications or third-party sources. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources. While we are not aware of any misstatements regarding any industry data presented herein, our estimates, in particular as they relate to market share and our general expectations, involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.

 

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PROSPECTUS SUMMARY

The following summary includes highlights of the more detailed information and consolidated financial statements included elsewhere in this prospectus. This summary sets forth the material terms of the offering but does not contain all of the information that you should consider before investing in our ordinary shares. For a more complete understanding of us, our business and the offering, we urge you to read this prospectus carefully, including the sections entitled “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements” and “Additional Information” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment.

Our Company

We are a leading global cruise line operator, offering cruise experiences for travelers with a wide variety of itineraries in North America (including Alaska and Hawaii), the Mediterranean, the Baltic, Central America, Bermuda and the Caribbean. We strive to offer an innovative and differentiated cruise vacation with the goal of providing our customers the highest levels of overall satisfaction on their cruise experience. In turn, we aim to generate the highest customer loyalty and greatest numbers of repeat customers. We created a distinctive style of cruising called “Freestyle Cruising” onboard all of our ships, which we believe provides our passengers with the freedom and flexibility associated with a resort style atmosphere and experience as well as more dining options than a traditional cruise. We established the very first private island developed by a cruise line in the Bahamas with a diverse offering of activities for passengers. We are also the only cruise line operator to offer an entirely inter-island itinerary in Hawaii.

By providing such a distinctive experience and appealing combination of value and service, we straddle both the contemporary and premium segments. As a result, we have been recognized for our achievements as the recipient of multiple honorary awards mainly consisting of reviews tabulated from the readers of travel periodicals such as Travel Weekly, Condé Nast Traveler, and Travel + Leisure. We were rated as best for family cruises by Family Circle, recognized as Europe’s leading cruise line five years in a row by the World Travel Awards and identified as the cruise line with the best use of a social media platform by Travel + Leisure. Our newest ship, Norwegian Epic, was recognized as “Best Overall Individual Cruise Ship” by the Travel Weekly Readers’ Choice Awards.

We offer a wide variety of cruises ranging in length from one day to three weeks. During 2011, we docked at approximately 100 ports worldwide, with itineraries originating from 14 ports of which 10 are in North America. In line with our strategy of innovation, many of these North American ports are part of our “Homeland Cruising” program in which we have homeports that are close to major population centers, such as New York, Boston and Miami. This reduces the need for vacationers to fly to distant ports to embark on a cruise and helps reduce our guests’ overall vacation cost. We offer a wide selection of exotic itineraries outside of the traditional cruising markets of the Caribbean and Mexico; these include cruises in Europe, including the Mediterranean and the Baltic, Bermuda, Alaska, and the industry’s only entirely inter-island itinerary in Hawaii with our U.S.-flagged ship, Pride of America. This itinerary is unparalleled in the cruise industry, as all other vessels from competing cruise lines are registered outside the U.S. and are required to dock at a distant foreign port when providing their customers with a Hawaii-based cruise itinerary.

Each of our 11 modern ships has been purpose-built to consistently deliver our “Freestyle Cruising” product offering across our entire fleet, which we believe provides us with a competitive advantage. By focusing on “Freestyle Cruising,” we have been able to achieve higher onboard spend levels, greater customer loyalty and the ability to attract a more diverse clientele.

As a result of our strong operating performance over the last four years, the growing demand we see for our distinctive cruise offering, and the rational supply outlook for the industry, we believe that it is an optimal time to

 

 

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add new ships to our fleet. In 2010, we placed an order with Meyer Werft GmbH of Papenburg, Germany (“Meyer Werft”) for two new cruise ships, Norwegian Breakaway and Norwegian Getaway, which are scheduled for delivery in April 2013 and January 2014, respectively , in order to continue to grow the Norwegian brand and drive shareholder value. Most recently, in October 2012, we reached an agreement with Meyer Werft to build a new cruise ship for delivery in the fourth quarter of 2015 with an option to build a second ship with an expected delivery date in spring 2017. Currently referred to as “Breakaway Plus,” this new ship will be the largest in our fleet and will be similar in design and innovation to Norwegian Breakaway and Norwegian Getaway. The contract cost of this ship is approximately €698.4 million, or $898.1 million based on the euro/U.S. dollar exchange rate as of September 30, 2012.

As of September 30, 2012, we have one of the most modern fleets of cruise ships in the industry among the Major North American Cruise Brands, with a weighted-average age of 7.9 years. Following the delivery of Norwegian Breakaway and Norwegian Getaway, which are currently under construction, we will have the youngest fleet in the cruise industry. These new ships are the next generation of “Freestyle Cruising” and include some of the most popular elements of our recently delivered ships together with new and differentiated features.

Our senior management team has delivered consistent growth and has driven measurable improvements in operating metrics and cash flow generation across several different operating environments. Under the leadership of our President and Chief Executive Officer, Kevin M. Sheehan, we significantly differentiated the Norwegian brand, largely with the “Freestyle Cruising” concept that accelerated revenue growth and contributed to improving our operating income margins by approximately 1,530 basis points since the beginning of 2008. Our management team was augmented in key areas such as Sales, Marketing, Hotel Operations and Finance and has since implemented major initiatives such as enhancing onboard service and amenities across the fleet, expanding our European presence and overseeing a newbuild program that included the successful launch in June 2010 of our largest ship to date, Norwegian Epic.

For the twelve months ended September 30, 2012, we generated total revenue of $2,261.7 million, Net Revenue of $1,676.4 million, net income of $165.6 million, Adjusted EBITDA of $540.4 million and an Adjusted EBITDA Margin of 23.9%. For the nine months ended September 30, 2012, we generated total revenue of $1,773.1 million, Net Revenue of $1,314.6 million, net income of $167.5 million, Adjusted EBITDA of $452.2 million and an Adjusted EBITDA Margin of 25.5%. For the nine months ended September 30, 2011, we generated total revenue of $1,730.7 million, Net Revenue of $1,277.5 million, net income of $128.8 million, Adjusted EBITDA of $417.8 million and an Adjusted EBITDA Margin of 24.1%. This represents an increase of approximately 140 basis points in period over period Adjusted EBITDA Margin as a result of improved ticket pricing and onboard spending coupled with various business improvement, product enhancement and cost reduction initiatives. We refer you to note 4 to our “Summary Consolidated Financial Data” included elsewhere in this prospectus for a reconciliation of Adjusted EBITDA to net income.

Our Industry

We believe that the cruise industry demonstrates the following positive fundamentals:

Strong Growth with Low Penetration and Significant Upside

Cruising is a vacation alternative with broad appeal, as it offers a wide range of products and services to suit the preferences of vacationing customers of all ages, backgrounds and interests. Since 1980, cruising has been one of the fastest growing segments of the North American vacation market. According to CLIA, in 2011 approximately 16.4 million passengers took cruises of two or more consecutive nights on CLIA member lines versus 7.2 million passengers in 2000, representing a compound annual growth rate of approximately 7.7%. Based on CLIA’s research, we believe that cruising is under-penetrated and represents approximately 12% of the

 

 

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North American vacation market. As measured in Berths, or room count, the cruise industry is relatively nascent compared to the wide variety of much more established vacation travel destinations across North America.

According to the Orlando/Orange County Convention & Visitors Bureau and the Las Vegas Convention and Visitors Authority, there are approximately 265,000 rooms in just Orlando and Las Vegas combined. By comparison, the estimated Major North American Cruise Brands’ capacity in terms of Berths is approximately 232,500. In addition, according to industry research, only 24% of the U.S. population has ever taken a cruise and we believe this percentage should increase. The European vacation market, the fastest growing market globally, remains under-penetrated by the cruise industry, with approximately 1% of Europeans having taken a cruise in a given year, compared with 3% of the population in the U.S. and Canada. We believe that improving leisure travel trends along with a relatively low supply outlook in the near term from the Major North American Cruise Brands lead to an attractive business environment for our Company to operate in.

Attractive Demographic Trends to Drive Cruising Growth

The cruise market is comprised of a broad spectrum of customers and appeals to virtually all demographic categories. Based on CLIA’s 2011 Cruise Market Profile Study, the target North American cruise market, defined as households with income of $40,000 or more headed by a person who is at least 25 years old, is estimated to be 132.9 million people. Also according to the study, the average cruise customer has a household income of $109,000. It is our belief that “Freestyle Cruising” will help us attract the younger generations who we believe are more likely to enjoy greater levels of freedom from our “Freestyle Cruising” product offering than was traditionally offered within the cruise industry.

Significant Value Proposition and High Level of Guest Satisfaction

We believe that the cost of a cruise vacation, relative to a comparable land-based resort or hotel vacation in Orlando or Las Vegas, offers an exceptional value proposition. When one considers that a typical cruise, for an all-inclusive price, offers its guests transportation to a variety of destinations, hotel-style accommodations, a generous diversity of food choices and a selection of daily entertainment options, this is compelling support for the cruise value proposition relative to other leisure alternatives. Cruises have become even more affordable for a greater number of North American customers over the past few years through the introduction of “Homeland Cruising,” which eliminates the cost of airfare commonly associated with a vacation. According to CLIA’s 2011 study, approximately 70% of persons who have taken a cruise rate cruising as a high-value vacation alternative. In this same survey, CLIA reported that approximately 80% of cruise passengers agree that a cruise vacation is a good way to sample various destinations that they may visit again on a land-based vacation.

High Barriers to Entry

The cruise industry is characterized by high barriers to entry, including the existence of several established and recognizable brands, the large investment to build a new, sophisticated cruise ship, the long lead time necessary to construct new ships and limited newbuild shipyard capacity. Based on new ship orders announced over the past several years, the cost to build a cruise ship can range from approximately $500 million to $1.4 billion or approximately $200,000 to $425,000 per Berth, depending on the ship’s size and quality of product offering. The construction time of a newbuild ship is typically between 27 months to 36 months and requires significant upfront cash payments to fund construction costs before revenue is generated. In addition, the shipbuilding industry is experiencing tightened capacity as the size of ships increases and the industry consolidates, with virtually all new capacity added in the last 20 years having been built by one of three major European shipbuilders.

 

 

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Varied Segments and Brands

The different cruise lines that make up the global cruise vacation industry have historically been segmented by product offering and service quality into “contemporary,” “premium” and “luxury” brands. The contemporary segment generally includes cruises on larger ships that last seven days or less, provides a casual ambiance and is less expensive on average than the premium or luxury segments. The premium segment is generally characterized by cruises that last from seven to 14 nights with a higher quality product offering than the contemporary segment, appealing to a more affluent demographic. The luxury segment generally offers the highest level of service and quality, with longer cruises on the smallest ships. In classifying our competitors within the Major North American Cruise Brands, the contemporary segment has historically included Carnival Cruise Lines and Royal Caribbean International. The premium segment has historically included Celebrity Cruises, Holland America and Princess Cruises. We believe that we straddle the contemporary and premium segments as well as offer a unique combination of value and leisure services to cruise customers. Our brand offers our guests a rich stateroom mix, which includes single studios, private balconies, and luxury suites with personal butler and concierge service as more recently enhanced by The Haven. As part of our “Freestyle Cruising” experience, we also offer various specialty dining venues, some of which are exclusive to our suite and The Haven guests. Based on fleet counts as of December 31, 2011, the Major North American Cruise Brands together represent approximately 90% of the North American cruise market as measured by total Berths.

Our Competitive Strengths

We believe that the following business strengths will enable us to execute our strategy:

Leading Cruise Operator with High-Quality Product Offering

We believe that our modern fleet provides us with operational and strategic advantages as our entire fleet has been purpose-built for “Freestyle Cruising” with a wider range of passenger amenities relative to many of our competitors.

We believe that in recent years the distinction has been blurred between segments of the market historically known as premium and contemporary, with the Major North American Cruise Brands each offering a wide range of onboard experiences across their respective fleets. With the completion of our fleet renewal initiative, we believe that based on a number of different metrics that directly impact a guest’s onboard experience, we compare favorably against the other Major North American Cruise Brands, with many product attributes that are more in line with the premium segment.

 

   

Modern Fleet. With a weighted-average age of 7.9 years as of September 30, 2012 and no ships built before 1998, we have one of the most modern fleets among the Major North American Cruise Brands, which we believe allows us to offer a high-quality passenger experience with a significant level of consistency across our entire fleet.

 

   

Rich Stateroom Mix. As of September 30, 2012, 48% of our staterooms had private balconies representing a higher mix of outside balcony staterooms than the other contemporary brands. In addition, five of our ships offer The Haven, with suites of up to 570 square feet each. Customers staying in The Haven are provided with personal butler service and exclusive access to a private courtyard area with a private pool, sundecks, hot tubs, and a fitness center. Six of our ships also offer luxury garden suites of up to 6,694 square feet, making them the largest accommodations at sea.

 

   

High-Quality Service. We believe we offer a very high level of onboard service and to further enhance this service we have implemented the Norwegian Platinum Standards program. This program introduces specific standards emphasizing dedicated service, consistency in execution, and overall guest satisfaction which we believe will promote customer loyalty.

 

 

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Diverse Selection of Premium Itineraries. For 2011, approximately 47% of our itineraries, by Capacity Days, were in more exotic, under-penetrated and less traditional locations, including Alaska, Hawaii, Bermuda and Europe, compared to the other contemporary brands which are focused primarily on itineraries in the Caribbean and Mexico. This mix of destinations is more consistent with the brands in the premium segment, and these itineraries typically attract higher Net Yields than Caribbean and Mexico sailings.

We believe that this high-quality product offering positions us well in comparison to the other Major North American Cruise Brands and provides an opportunity for continued Net Yield growth.

“Freestyle Cruising”

The most important differentiator for our brand is the “Freestyle Cruising” concept onboard all 11 of our ships. The essence of “Freestyle Cruising” is to provide a cruise experience that offers more freedom and flexibility than any other traditional cruise alternative. While many cruise lines have historically required guests to dine at assigned group tables and at specified times, “Freestyle Cruising” offers the flexibility and choice to our passengers who prefer to dine when they want, with whomever they want and without having to dress formally. Additionally, we have increased the number of activities and dining facilities available onboard, allowing passengers to tailor their onboard experience to their own schedules, desires and tastes.

All of our ships have been custom designed and purpose-built for “Freestyle Cruising,” which we believe differentiates us significantly from our major competitors. We further believe that “Freestyle Cruising” attracts a passenger base that prefers the less structured, resort-style experience of our cruises. Building on the success of “Freestyle Cruising,” we implemented across our fleet “Freestyle 2.0” featuring significant enhancements to our onboard product offering. These enhancements include a major investment in the total dining experience; upgrading the stateroom experience across the ship; new wide-ranging onboard activities for all ages; and additional recognition, services and amenities for premium-priced balcony, suite and The Haven passengers. With Norwegian Epic we have enhanced “Freestyle Cruising” by offering what we believe to be unmatched flexibility in entertainment, offering guests a wide variety of activities and performances to choose from at any time of day or night.

Established Brand Recognition

The Norwegian Cruise Line brand is well established in the cruise industry with a long track record of delivering a world class cruise product offering to its guests. We achieve high-quality feedback scores from our customers in the areas of overall service, physical ship attributes, onboard products and services, food and beverage offerings and overall entertainment and land-based excursion quality. Based on recent guest experience and loyalty reports, the quality of our guests’ experience generates high levels of customer loyalty, as demonstrated by the fact that approximately 31% of our customers are repeat customers and 78% say they would recommend Norwegian Cruise Line to their friends and family. Brand recognition is also strong with over 92% of cruisers reporting familiarity with Norwegian. Additionally, our brand is known for freedom, flexibility and choice, all highly valued benefits within the cruise industry demographic.

Strong Cash Flow

Nearly all of our capital expenditures, other than those related to our newbuild projects (which are substantially financed) and the recent renovation of our private island, relate to the maintenance of our modern fleet and shoreside operations, which includes investments in our IT infrastructure and business intelligence systems. We have obtained export credit financing for Breakaway Plus, Norwegian Getaway and Norwegian Breakaway which will fund approximately 80% to 90% of the required pre-delivery and delivery date construction payments; as such, we expect the cost of our newbuild projects to have a minimal impact on our cash flow in the near term.

 

 

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We are able to generate significant levels of cash flow due to our ability to pre-sell tickets and receive customer deposits with long lead times ahead of sailing. We also offer our passengers the ability to advance book and prepay for certain services. In addition, we believe that the favorable U.S. federal income tax regime applicable to international shipping income enhances our cash flow from operations which continues to contribute significantly to de-leveraging our balance sheet.

Highly Experienced Management Team

 

Our senior management team is comprised of executives with an average of 15 years in the cruise, travel, leisure and hospitality-related industries. Our executive team has streamlined our organization and instilled a results-driven management philosophy that promotes direct accountability and a more nimble decision-making culture that contributed in driving approximately 1,530 basis points of operating income margin expansion since the beginning of 2008. We believe our stock incentive plan closely aligns the interest of our management team and our stockholders.

Strong Shareholders with Extensive Industry Expertise

Our shareholders or their affiliates have extensive experience investing in the cruise, leisure and travel-related industries. Affiliates of the Apollo Funds have invested significant equity and resources to the cruise and leisure industry with its investment in Prestige Cruises International, Inc. which operates through two distinct upscale cruise brands, Oceania Cruises and Regent Seven Seas Cruises. In addition, affiliates of both Apollo and TPG have investments in Caesars Entertainment Corporation (“Caesars Entertainment”), with whom we have created a marketing alliance. Affiliates of TPG are also significant investors in Sabre Holdings, a leading GDS (global distribution system) and parent of Travelocity.com. Genting HK, headquartered in Hong Kong, operates a leading Asian cruise line through its subsidiary, Star Cruises Asia Holding Ltd., with destinations in Malaysia, Singapore, Hong Kong, Taiwan, Japan, Vietnam, China and Thailand. We believe that the synergies and purchasing power obtained through these affiliates have resulted in better price negotiations for us and our affiliates for selected supplies and services.

Our Business Strategies

We seek to attract vacationers by offering new products and services and creating differentiated itineraries in new markets through new and existing modern ships with the aim of delivering a better, value-added, vacation experience to our customers relative to other broad-based or land-based leisure alternatives. Our business strategies include the following:

Attractive Product Offerings

We have a long history of product development and innovation within the cruise industry as one of the most established consumer brands. We became the first cruise operator to purchase a private island in the Bahamas and offer a private beach experience to our passengers; and we were the first to introduce a 2,000-Berth megaship into the Caribbean market in 1980. More recently, we pioneered new concepts in cruising over the last decade with the development of “Homeland Cruising” and the launch of “Freestyle Cruising.”

We continued to enhance our product offering with the delivery of Norwegian Epic in June 2010, which offers 21 dining options, a diverse range of accommodations and what we believe is the widest array of entertainment at sea. In addition to several differentiated full-service complimentary dining rooms, Norwegian Epic also features specialty restaurants including a classic steakhouse, sushi, Japanese teppanyaki, Brazilian churrascaria, Asian noodle bar, traditional Chinese, fine French and Italian. Guest accommodations on Norwegian Epic include the groundbreaking Studios, 128 staterooms designed for solo travelers centered around the Studio Lounge, a private two-story lounge for studio guests. On its top decks, Norwegian Epic offers a “ship

 

 

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within a ship” in the largest suite complex at sea; The Haven includes two decks with 60 suites and penthouses, a private pool with multiple hot tubs and sundecks, a private fitness center and steam rooms, fine dining in the Epic Club restaurant, casual outdoor dining at the Courtyard Grill, and 24-hour concierge service, all exclusively for guests of The Haven. Entertainment onboard Norwegian Epic includes a wide variety of branded entertainment for guests to choose from, including exclusive engagements with Blue Man Group, Cirque Dreams & Dinner, Legends in Concert, Nickelodeon and the improvisational comedy troupe, The Second City.

Building on the success of Norwegian Epic, Norwegian Breakaway will include many of her most popular elements, while maintaining the innovative spirit of “Freestyle Cruising” by introducing new and differentiated features. These include The Haven and a quarter-mile oceanfront boardwalk, “The Waterfront,” which will create outdoor seating areas for many dining venues and lounges, including our first seafood restaurant, “Ocean Blue by Geoffrey Zakarian.” The centrally located “678 Ocean Place” will connect three entire decks of daytime and nighttime entertainment. We will offer our customers many of the popular entertainment venues of Norwegian Epic such as the dueling pianos of “Howl at the Moon” and new jazz and blues venues, and will also feature the 80’s-inspired rock musical “Rock of Ages,” ballroom dance experience “Burn the Floor” and “Cirque Dreams & Dinner Jungle Fantasy.” We have secured a strategic partnership with the Radio City Rockettes ® who will christen Norwegian Breakaway. This relationship includes a marketing partnership that names Norwegian as the official cruise line of the Rockettes and Radio City Music Hall ® and an exhibit showcasing the Rockettes will be integrated into the ship. This relationship also includes two Rockettes sailing on select voyages and offering special fitness classes and photo opportunities.

We have recently completed a $25 million renovation to our private island, Great Stirrup Cay, which includes a new marina, dining and bar facility to enhance the guest experience, as well as offers new activities such as wave runners and a stingray encounter experience. The enhancements provide us with additional revenue-generating opportunities on the island.

Maximize Net Yields

We are focused on growing our revenue through various initiatives aimed at increasing our ticket prices and occupancy as well as onboard spending to drive higher overall Net Yields. To maximize passenger ticket revenue, our revenue management strategy is focused on optimizing pricing and generating demand throughout the booking curve. We utilize a base-loading strategy to fill our capacity by booking passengers as early before sailing as possible.

Base-loading is a strategy that focuses on selling inventory further from the cruise departure date by utilizing certain sales and marketing tactics which generate business with longer booking windows. Base-loading allows us to fill our ships earlier, which prevents discounting close to sailing dates, in order to achieve our targeted Occupancy Percentages. Our specific initiatives to achieve this include:

 

   

Casino Player Strategy.  As part of this strategy, we have non-exclusive arrangements with approximately 90 casino partners worldwide including Caesars Entertainment, in which affiliates of both Apollo and TPG have investments, whereby loyal gaming customers are offered cruise reward certificates redeemable for cruises on our ships. Through property sponsored events and joint marketing programs, we have the opportunity to market cruises to Caesars Entertainment’s customers. These arrangements with our casino partners have the dual benefit of filling open inventory and reaching customers expected to generate above average onboard revenue through the casino and other onboard spending.

 

   

Strategic Relationships.  Our base-loading strategy also includes strategic relationships with travel agencies and international tour operators, who commit to purchasing a certain level of inventory with long lead times.

 

 

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Meetings, Incentives and Charters.  We are increasing our focus on the meetings, incentives and charters channel, which typically books very far in advance and can represent a significant portion of the ship, or even an entire sailing, in one transaction.

We continue to focus on various initiatives to drive increased onboard revenue across a variety of areas. From the year ended December 31, 2007 to the twelve months ended September 30, 2012, our net onboard and other revenue yield increased by approximately 27% from $40.58 to $51.65 primarily due to strong performance in casino, beverage sales, specialty dining and shore excursions. Our strategy for further driving increased onboard revenue includes, among other things, generating additional casino revenue through our arrangements with our casino partners, including Caesars Entertainment and Genting HK. These arrangements incorporate marketing resources to deliver cross-company advertising and marketing campaigns to promote our brand. We also focus on optimizing the utilization of our specialty restaurants and pre-booking and pre-selling additional onboard activities. In addition, Norwegian Epic has created additional onboard revenue opportunities based on our premium entertainment offerings.

Brand Expansion Through Disciplined Newbuild Program

We have three new ships on order and an option to build a fourth, all of which would be delivered through 2017. Norwegian Breakaway and Norwegian Getaway are under construction with Meyer Werft and are scheduled for delivery in April 2013 and January 2014, respectively, and each will approximate 144,000 Gross Tons and 4,000 Berths with an aggregate cost of approximately €1.3 billion, or $1.7 billion based on the euro/U.S. dollar exchange rate as of September 30, 2012. Our financing arrangements provide for financing for approximately 90% of the contract price of these two ships.

In October 2012, we reached an agreement with Meyer Werft to build a new cruise ship for delivery in the fourth quarter of 2015 with an option to build a second ship with an expected delivery date in spring 2017. Currently referred to as “Breakaway Plus,” this new ship will be the largest in our fleet at approximately 163,000 Gross Tons and 4,200 Berths and will be similar in design and innovation to our current Breakaway class ships. The contract cost of this ship is approximately €698.4 million, or $898.1 million based on the euro/U.S. dollar exchange rate as of September 30, 2012. We have obtained export credit financing for Breakaway Plus that provides financing for 80% of the contract price of the ship. In addition, we have an option in place for export credit financing for the second ship on similar terms. We believe that these ships will allow us to continue to expand the reach of our brand while driving shareholder value by positioning our Company for accelerated growth with an optimized return on invested capital.

Improve Operating Efficiency and Lower Costs

We are continually focused on driving financial improvement through a variety of business improvement initiatives. These initiatives are focused on reducing costs while at the same time improving the overall product we deliver to our customers. Since the beginning of 2008, we have significantly reduced our operating cost base through various programs including contract renegotiations, overhead rationalization, and fuel consumption reduction initiatives. We hedge our fuel purchases in order to provide greater visibility of our fuel expense. As of September 30, 2012, we had hedged approximately 84%, 67% and 48% of our projected fuel purchases for 2012, 2013 and 2014, respectively. We have also reduced our maintenance expense as a result of our fleet renewal program, as younger, more modern ships are typically less costly to maintain than older ships. Adjusted EBITDA grew to $540.4 million for the twelve months ended September 30, 2012 from $332.3 million for the year ended 2009 with an increase in Adjusted EBITDA Margin to 23.9% from 17.9%, respectively. In addition, we expect the economies of scale from Norwegian Breakaway, Norwegian Getaway and Breakaway Plus to drive further operating efficiencies over the long term.

 

 

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Expand and Strengthen Our Product Distribution Channels

As part of our growth strategy, we are continually looking for ways to deepen and expand our customer sales channels. We continue to invest in our brand by enhancing our website and our reservation department where our travel agents and guests have the ability to book cruise vacations. We also restructured our sales and marketing organization, which included the recruiting of a new executive leadership team, to provide better focus on distribution through our primary channels: “Retail/Travel Agent,” “International,” and “Meetings, Incentives and Charters.”

 

   

Retail/Travel Agent. We introduced our “Partners First” program, in which we have invested in travel partners’ success with additional technology booking improvements and new marketing tools, improved communication and cooperative marketing initiatives. We also have implemented close to 100 individual projects specifically designed to improve our efficiency with the travel agency channels and our guests, ranging from more timely commission payments to aggressive call center quality monitoring. We restructured our travel agent sales force with specific expertise and we also gain access to a significantly larger number of travel partners through an outbound call center based in our Miami headquarters. We believe that our travel agent partners have witnessed a material improvement in our business practices and overall communication.

 

   

International. We have an international sales presence in Europe and representatives covering Latin America, Australia and Asia. We are primarily focused on increasing our business in the European market, which has grown significantly in recent years but remains under-penetrated. In Europe, we offer local itineraries year-round and our “Freestyle Cruising” has been well received. We expanded our sales force in Europe which allows us to develop our distribution in Europe in a manner similar to our U.S. operation. In support of this European strategy, we deployed our newest and most sophisticated ship, Norwegian Epic, in Europe for an extended summer season in 2011 and again in 2012. We are forging a closer distribution partnership with Genting HK, to develop product distribution across the Asia Pacific region.

 

   

Meetings, Incentives and Charters . This channel focuses on full ship Charters as well as corporate meeting and incentive travel. These sales often have very long lead times and can fill a significant portion of the ship’s capacity, or even an entire sailing, in one transaction. In addition, it strengthens base-loading, which allows us to fill our ships earlier, rather than discounting close to sailing dates, in order to achieve our targeted Occupancy Percentages. In addition, we recently acquired Sixthman, a company specializing in developing and delivering music-oriented charters, including productions from KISS, Kid Rock and the Cayamo festival, a cruise featuring a wide variety of popular and emerging songwriters.

Across every distribution channel we are undertaking a major effort to grow demand with a targeted sales and marketing program for our premium stateroom categories, including our balcony and other premium stateroom categories, with a particular emphasis on our suites and The Haven, which have increased as a percentage of our total inventory as a result of our fleet renewal.

Our Fleet

Our ships are purpose-built ships that enable us to provide our guests with the ultimate “Freestyle Cruising” experience. Our ships have state-of-the-art passenger amenities, including up to 21 dining options together with hundreds of private balcony staterooms on each ship. As of September 30, 2012, 48% of our staterooms have private balconies representing a higher mix of outside staterooms with balconies than the other contemporary brands. Private balcony staterooms are very popular with passengers and offer the opportunity for increased revenue by allowing us to charge a premium. Five of our ships offer accommodations in The Haven, with suites up to 570 square feet, which provide personal butler service and exclusive access to a private courtyard area with

 

 

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private pool, sundecks, hot tubs, and fitness center. In addition, six of our ships have luxury garden suites with up to 6,694 square feet, making them the largest accommodations at sea. These luxury garden suites offer three separate bedroom areas, spacious living and dining room areas, as well as 24-hour, on-call butler and concierge service.

We place the utmost importance on the safety of our passengers and crew. Every crew member is well trained in the Company’s stringent safety protocols and participates in weekly safety drills onboard every one of our ships. In addition, our ships utilize operational closed circuit television systems, and we use an advanced, intranet-based Safety and Environmental Management System (“SEMS”) for shipboard and shoreside procedures and self-improvement standards.

Our new ships on order are the next-generation of “Freestyle Cruising” and include some of the most popular elements of our recently delivered ships together with new and differentiated features. One such feature is The Haven, which consists of luxury suites included on our Jewel-Class ships, as well as Norwegian Epic. We are also introducing “The Waterfront,” a quarter-mile oceanfront boardwalk which will create outdoor seating areas for many dining venues and lounges. The centrally located “678 Ocean Place” will connect three entire decks of daytime and nighttime entertainment.

Continuing our tradition of new product development and the extension of the Norwegian Cruise Line brand, Norwegian Breakaway will offer our customers many of the popular entertainment venues of Norwegian Epic such as the dueling pianos of “Howl at the Moon” and new jazz and blues venues, and will also feature the 80’s-inspired rock musical “Rock of Ages,” ballroom dance experience “Burn the Floor” and “Cirque Dreams & Dinner Jungle Fantasy.” Norwegian Breakaway will homeport year-round in New York City with many elements of New York incorporated into its offerings. The hull art design is by famed New York artist Peter Max, and New York-based celebrity chef Geoffrey Zakarian will create our first seafood-centric dining venue, “Ocean Blue by Geoffrey Zakarian.” The Radio City Rockettes ® will christen Norwegian Breakaway and an exhibit showcasing the Rockettes will be integrated into the ship. This relationship also includes two Rockettes sailing on select voyages and offering special fitness classes and photo opportunities. Continuing our commitment to Miami, Norwegian Getaway will homeport year-round in Miami along with Norwegian Sky.

Our Shareholders

Apollo

Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, London, Frankfurt, Luxembourg, Singapore, Hong Kong and Mumbai. As of September 30, 2012, Apollo had assets under management of $110 billion invested in its private equity, capital markets and real estate businesses. Apollo owns a controlling interest in Prestige Cruises International, Inc. which operates through two distinct upscale cruise brands, Oceania Cruises and Regent Seven Seas Cruises. Investment funds managed by Apollo also have current and past investments in other travel and leisure companies, including Caesars Entertainment, Great Wolf Resorts, Vail Resorts, AMC Entertainment, Wyndham International and other hotel properties.

TPG

TPG is a leading global private investment firm founded in 1992 with more than $54.5 billion of assets under management as of September 30, 2012. TPG has extensive experience with global public and private investments executed through leveraged buyouts, recapitalizations, spinouts, joint ventures and restructurings. TPG seeks to invest in world-class franchises across a range of industries. Prior and current investments include Alltel, Burger King, Caesars Entertainment, Continental, Fairmont Raffles, Hotwire, J. Crew, Neiman Marcus, Sabre, Seagate, Texas Genco, Energy Future Holdings (formerly TXU) and Univision.

 

 

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Genting HK

Genting HK was founded in 1993 and through its subsidiary, Star Cruises Asia Holding Ltd., operates a leading cruise line in the Asia-Pacific region. Its headquarters are located in Hong Kong and it is represented in more than 20 locations worldwide, with offices and representatives in Asia, Australia, Europe, United Arab Emirates and the U.S. Genting HK currently has a fleet of five ships, which offer various cruise itineraries in the Asia Pacific region.

Corporate Reorganization

In connection with the consummation of this offering, the Issuer will become the owner of 100% of the ordinary shares (representing a 97.2% economic interest based on the initial public offering price of $19.00 per ordinary share) and parent company of NCL Corporation Ltd. (the “Corporate Reorganization”). The Corporate Reorganization will be effected solely for the purpose of reorganizing our corporate structure as described herein. The Issuer will not, prior to the completion of the Corporate Reorganization, conduct any activities other than those incidental to its formation and to preparations for the Corporate Reorganization and this offering. The Issuer has only nominal assets and no liabilities prior to the consummation of the Corporate Reorganization and this offering. Upon closing, its only assets will be 100% of the ordinary shares of NCL Corporation Ltd. and cash proceeds of this offering not otherwise used or contributed to NCL Corporation Ltd. As part of the Corporate Reorganization, NCL Corporation Ltd.’s outstanding ordinary shares will be exchanged for our ordinary shares.

NCL Corporation Ltd. is treated as a partnership for U.S. federal income tax purposes, and the terms of the partnership (including the economic rights with respect thereto) will be set forth in an amended and restated tax agreement for NCL Corporation Ltd. that is described elsewhere in this prospectus. Economic interests in NCL Corporation Ltd. are represented by the partnership interests established under the tax agreement, which we refer to as “NCL Corporation Units”. Upon the consummation of this offering, the NCL Corporation Units held by the Issuer (as a result of its ownership of 100% of the ordinary shares of NCL Corporation Ltd.) will represent a 97.2% economic interest in NCL Corporation Ltd., based on the initial public offering price of $19.00 per ordinary share.

In connection with the Corporate Reorganization, NCL Corporation Ltd.’s outstanding profits interests granted under the Profits Sharing Agreement to management (or former management) of NCL Corporation Ltd., including the Ordinary Profits Units described below in “Compensation Discussion & Analysis,” will be exchanged for an economically equivalent number of NCL Corporation Units. We refer to the NCL Corporation Units exchanged for profits interests granted under the Profits Sharing Agreement as “Management NCL Corporation Units”. The Management NCL Corporation Units received upon the exchange of outstanding profits interests will continue to be subject to the same time-based vesting requirements and performance-based vesting requirements applicable to the profits interests for which they were exchanged. Upon the consummation of this offering, the Management NCL Corporation Units issued in exchange for the profits interests will represent a 2.8% economic interest in NCL Corporation Ltd., based on the initial public offering price of $19.00 per ordinary share.

NCL Corporation Units are not transferrable without the Issuer’s prior consent and do not entitle the holders to any voting, pre-emptive, or sinking fund rights. Any distributions (other than the tax distributions described below) made by NCL Corporation Ltd. will be allocated to the Issuer and the holders of the Management NCL Corporation Units pro rata, based upon the total number of NCL Corporation Units (including Management NCL Corporation Units) outstanding. Distributions by NCL Corporation Ltd. to the Issuer or holders of Management NCL Corporation Units do not entitle holders of ordinary shares of the Issuer to any portion of such distribution or to any additional distribution by the Issuer. NCL Corporation Ltd. does not have any current plans to make any distributions, other than tax distributions which may occur in the future. To the extent funds are legally available, NCL Corporation Ltd. will make cash distributions, which we refer to as “tax distributions,” to holders of the NCL Corporation Units (including the Management NCL Corporation Units) if ownership of the NCL

 

 

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Corporation Units gives rise to U.S. taxable income for the holder. The U.S. taxable income attributable to the Issuer’s ownership of NCL Corporation Units may be different from the relative U.S. taxable income attributable to the Management NCL Corporation Units. In that case, tax distributions may be made on a non-pro rata basis with the holders of Management NCL Corporation Units possibly receiving relative tax distributions greater than the tax distributions received by the Issuer.

Holders of NCL Corporation Units (including the Management NCL Corporation Units prior to exchange for our ordinary shares, as described below) may be entitled to recover on account of the economic interest represented by those units in a bankruptcy or other insolvency event of NCL Corporation Ltd. or the Issuer (even if the Issuer incurs debt or other claims that are senior to our ordinary shares). In contrast, the rights of the holders of our ordinary shares will be potentially junior to the debt or senior claims (if any) incurred by the Issuer in a bankruptcy or other insolvency event. In this respect, the NCL Corporation Units (including the Management NCL Corporation Units) may be considered, in some cases, to be potentially structurally superior to those of the holders of our ordinary shares in a bankruptcy or other insolvency event for the Issuer and NCL Corporation Ltd.

Subject to certain procedures and restrictions (including the vesting schedules applicable to the Management NCL Corporation Units and any applicable legal and contractual restrictions), each holder of Management NCL Corporation Units will have the right to cause NCL Corporation Ltd. and us to exchange the holder’s Management NCL Corporation Units for our ordinary shares at an exchange rate equal to one ordinary share for every Management NCL Corporation Unit (or, at NCL Corporation Ltd.’s election, a cash payment equal to the value of the exchanged Management NCL Corporation Units), subject to customary adjustments for stock splits, subdivisions, combinations and similar extraordinary events. Any non-pro rata tax distributions made to a Management NCL Corporation Unit Holder will reduce the amount of the Issuer’s ordinary shares (or cash) that the holder would otherwise receive upon exchange. The exchange right described above is subject to (i) the filing and effectiveness of an applicable registration statement by us that, in our determination, contains all the information which is required to effect a registered sale of our shares and (ii) all applicable legal and contractual restrictions, including those imposed by the lock-up agreements described elsewhere in this prospectus. We have reserved for issuance a number of our ordinary shares corresponding to the number of Management NCL Corporation Units to be outstanding upon consummation of this offering. Following the expiration of the 180-day lock-up agreements described elsewhere in this prospectus, we intend to file a registration statement with the SEC to register on a continuous basis the issuance of the ordinary shares to be received by the holders of Management NCL Corporation Units who elect to exchange. If and when any holder of a Management NCL Corporation Unit exchanges such unit for one of our ordinary shares (or a cash payment equal to the value of one of our ordinary shares), the relative economic interests of the exchanging NCL Corporation Unit holder and the holders of our ordinary shares will not be altered. No new NCL Corporation Ltd. profits interests or Management NCL Corporation Units will be issued following this offering; however, we expect to grant options to acquire our ordinary shares to our management team at or shortly after the offering.

Our executive officers and directors will be the same as the executive officers and directors of NCL Corporation Ltd. in effect immediately prior to the Corporate Reorganization. Within 90 days following the consummation of this offering, our board of directors (“Board of Directors”) will consist of nine directors, including five directors designated by the Apollo Funds, two directors designated by Genting HK and two independent directors (one designated by the Apollo Funds and one designated by Genting HK). See “Certain Relationships and Related Party Transactions—The Shareholders’ Agreement.” Upon consummation of the Corporate Reorganization, our memorandum of association and bye-laws, and the rights, privileges and interests of our shareholders that will be in effect as of the consummation of this offering, will be as described in “Description of Share Capital.”

See also “Management,” “Security Ownership of Certain Beneficial Owners and Management,” “Certain Relationships and Related Party Transactions—The Shareholders’ Agreement” “Certain Relationships and

 

 

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Related Party Transactions—Tax Agreement and Exchange Agreement” and “Underwriting (Conflicts of Interest)—Lock-Up Agreements.”

Additional Information

We are incorporated under the laws of Bermuda. Our registered offices are located at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda. Our principal executive offices are located at 7665 Corporate Center Drive, Miami, Florida 33126. Our telephone number is (305) 436-4000. Our website is www.ncl.com. The information that appears on our website is not part of, and is not incorporated by reference into, this prospectus.

Recent Developments

For the three months ended December 31, 2012, the Company believes that Net Yields will be between approximately $156.00 and $156.50, and Occupancy Percentage will be approximately 102.4%. In addition, for the first quarter of 2013, we have slightly higher booked occupancy for our cruises as compared to first quarter of 2012, and at higher pricing. We refer you to “Terms Used in This Prospectus” for a definition of Net Yields and Occupancy Percentage. The following table is a reconciliation of total revenue to Net Revenue and Net Yield (in thousands).

 

    Three Months Ended December 31,  
    2012 Range     2011 Actual  
    High     Low        

Total revenue

  $ 503,233      $ 501,412      $ 488,594   

Less:

     

Commissions, transportation and other expense

    89,072        88,751        91,098   

Onboard and other expense

    36,896        36,602        35,679   
 

 

 

   

 

 

   

 

 

 

Net Revenue

  $ 377,265      $ 376,059      $ 361,817   
 

 

 

   

 

 

   

 

 

 

Capacity Days

    2,410,639        2,410,639        2,370,682   

Net Yield

  $ 156.50      $ 156.00      $ 152.62   

Occupancy Percentage

    102.4     102.4     104.3

The estimates above are preliminary and may change significantly. We have provided a range for certain preliminary results described above primarily because our financial closing procedures for the quarter ended December 31, 2012 are not yet complete. There can be no assurance that our final results for this period will not differ from these estimates, including as a result of year-end closing and audit procedures or review adjustments and any such changes could be material. In addition, these preliminary results of operations for the quarter ended December 31, 2012, are not necessarily indicative of the results to be achieved for any future period.

The preliminary financial data included in this prospectus has been prepared by, and is the responsibility of, the Issuer’s management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

We use certain non-GAAP financial measures such as Net Yield to enable us to analyze our performance. This is one of the financial measures we use to manage our business on a day-to-day basis and believe that it is one of the most relevant measures of our performance and it is one of the measures commonly used in the cruise industry to measure performance. Our use of non-GAAP financial measures may not be comparable to other companies within our industry. As a result of the foregoing considerations and the other limitations on non-GAAP measures described herein, investors are cautioned not to place undue reliance on this preliminary financial information. There are material limitations with making estimates of our results prior to the completion of our and our auditors’ normal audit procedures for such periods. See “Risk Factors—Risk factors related to our business—There are material limitations with making estimates of our results for current or prior periods prior to the completion of our and our auditors’ normal review procedures for such periods,” “Cautionary Statement Concerning Forward-looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Summary Consolidated Financial Data,” “Selected Consolidated Financial Data” and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

 

 

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The Offering

 

Issuer

Norwegian Cruise Line Holdings Ltd. which, upon the consummation of this offering, will own 100% of the ordinary shares of NCL Corporation Ltd. The ordinary shares of NCL Corporation Ltd. owned by Norwegian Cruise Line Holdings Ltd. represent a 97.2% economic interest in NCL Corporation Ltd. at the time of this offering based on the initial public offering price of $19.00 per ordinary share.

 

Ordinary shares offered by us

23,529,412

 

Ordinary shares to be outstanding after this offering

200,468,080 (assuming no exercise of the underwriters’ option to purchase additional ordinary shares). Our bye-laws provide that no one person or group of related persons, other than Apollo Funds, the TPG Viking Funds and Genting HK, may own, or be deemed to own more than 4.9% of our ordinary shares, whether measured by vote, value or number, unless such ownership is approved by our Board of Directors. See “Description of Share Capital—Ordinary Shares—Transfer Restrictions.”

 

  There will be 15,035,106 additional ordinary shares available for future awards under our new long-term incentive plan as of the consummation of this offering. We expect to grant approximately 3.7 million options to acquire our ordinary shares to our management team under our new long-term incentive plan at or shortly following this offering.

 

  Ordinary shares to be outstanding after this offering do not include ordinary shares issuable upon exchange of 5,761,291 Management NCL Corporation Units to be outstanding after the consummation of this offering. See “Prospectus Summary—Corporate Reorganization.”

 

Underwriters’ option to purchase additional shares

We have granted the underwriters an option for a period of 30 days to purchase from us an aggregate of up to 3,529,412 additional ordinary shares.

 

Use of proceeds

We will receive net proceeds from the sale of our ordinary shares in this offering of approximately $414.4 million, after deducting the underwriting discount and other estimated expenses of approximately $32.7 million. We intend to use the net proceeds that we receive to redeem or prepay outstanding debt and to pay expenses associated with this offering. See “Use of Proceeds.”

 

Listing

Our ordinary shares have been approved for listing on the NASDAQ Global Select Market under the symbol “NCLH”.

 

 

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Table of Contents

Dividend policy

We do not intend to pay dividends following this offering. Our debt agreements, among other things, restrict our ability to pay cash dividends to our shareholders. In addition, any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, business opportunities, contractual restrictions, restrictions imposed by applicable law and other factors that our Board of Directors deems relevant. See “Dividend Policy.”

 

Voting rights

Each of our ordinary shares will entitle its holder to one vote on all matters to be voted on by shareholders generally. Our public shareholders will have approximately 11.7% of the voting power of the Issuer (or approximately 13.3% if the underwriters exercise in full their option to purchase additional ordinary shares) and Genting HK, the Apollo Funds and the TPG Viking Funds, who will be contractually bound by the terms of the Shareholders’ Agreement (as defined elsewhere in this prospectus) with respect to the exercise of their voting rights in certain matters, will have approximately 88.3% of the voting power of the Issuer (or approximately 86.7% if the underwriters exercise in full their option to purchase additional ordinary shares). See “Description of Share Capital—Ordinary Shares—Transfer Restrictions.”

 

Management NCL Corporation Units to be outstanding after this offering

There will be 5,761,291 Management NCL Corporation Units outstanding after this offering, representing a 2.8% economic interest in NCL Corporation Ltd., based on the initial public offering price of $19.00 per ordinary share. Subject to certain procedures and restrictions, following the consummation of this offering, the Management NCL Corporation Units may be exchanged for ordinary shares of the Issuer on a one-to-one basis. See “Prospectus Summary—Corporate Reorganization.”

 

  Except as otherwise indicated, the information in this prospectus with respect to the economic interest in NCL Corporation Ltd. represented by the NCL Corporation Units assumes that all Management NCL Corporation Units vest in accordance with their terms.

 

Risk factors

You should carefully read and consider the information set forth under “Risk Factors” beginning on page 21 of this prospectus and all other information set forth in this prospectus before investing in our ordinary shares.

 

 

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Table of Contents

Conflicts of Interest

Affiliates of DNB Markets, Inc., an underwriter for this offering, are expected to receive more than 5% of net offering proceeds by virtue of their holdings of our Existing Senior Secured Credit Facilities and therefore will have a “conflict of interest” pursuant to FINRA Rule 5121(f)(5)(C)(i). Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. Since DNB Markets, Inc. is not primarily responsible for managing this offering, pursuant to FINRA Rule 5121, the appointment of a qualified independent underwriter is not necessary. DNB Markets, Inc. will not confirm sales to discretionary accounts without the prior written approval of the customer. See “Underwriting (Conflicts of Interest).”

 

Tax considerations

See “Material U.S. Federal Income Tax Considerations,” “Material Bermuda Tax Considerations” and “Business—Taxation of the Company” for more information regarding tax considerations.

 

 

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Table of Contents

Summary Consolidated Financial Data

The summary consolidated financial and operating data presented in the tables below should be read in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. In the table below, the consolidated balance sheets as of December 31, 2011, 2010 and 2009 and the related consolidated statements of operations and of cash flows for each of the three years in the period ended December 31, 2011 have been derived from our financial statements included elsewhere in this prospectus, with the exception of the consolidated balance sheet as of December 31, 2009 and pro forma earnings per share as adjusted which are not included. In addition, the consolidated balance sheets as of September 30, 2012 and September 30, 2011 and the related consolidated statements of operations and of cash flows for each of the nine month periods ended September 30, 2012 and 2011 and the notes thereto have been derived from our unaudited financial statements also appearing herein, with the exception of the consolidated balance sheet as of September 30, 2011 and pro forma earnings per share as adjusted which are not included. The data as of and for the nine months ended, in the opinion of management, contain all normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. Our financial data (unaudited) is also presented for the twelve months ended September 30, 2012. Historical results are not necessarily indicative of results that may be expected for any future period.

 

    Twelve Months
Ended  September 30,
    Nine Months Ended
September 30,
    Year Ended December 31,  
(in thousands, except per share data)   2012     2012     2011     2011     2010     2009  

Statement of operations data:

           

Revenue

           

Passenger ticket

  $ 1,595,254      $ 1,257,871      $ 1,225,980      $ 1,563,363      $ 1,411,785      $ 1,292,811   

Onboard and other

    666,415        515,204        504,750        655,961        600,343        562,393   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    2,261,669        1,773,075        1,730,730        2,219,324        2,012,128        1,855,204   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cruise operating expense

           

Commissions, transportation and other

    412,738        321,640        319,611        410,709        379,532        377,378   

Onboard and other

    172,530        136,851        133,650        169,329        153,137        158,330   

Payroll and related

    292,488        220,683        219,017        290,822        265,390        252,425   

Fuel

    268,530        206,743        181,716        243,503        207,210        162,683   

Food

    124,760        95,163        95,336        124,933        114,064        118,899   

Other

    206,174        152,759        175,165        228,580        227,843        220,079   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cruise operating expense

    1,477,220        1,133,839        1,124,495        1,467,876        1,347,176        1,289,794   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other operating expense

           

Marketing, general and administrative

    248,921        190,748        193,178        251,351        264,152        241,615   

Depreciation and amortization

    185,601        140,900        139,284        183,985        170,191        152,700   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other operating expense

    434,522        331,648        332,462        435,336        434,343        394,315   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    349,927        307,588        273,773        316,112        230,609        171,095   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-operating income (expense)

           

Interest expense, net

    (188,019     (142,271     (144,439     (190,187     (173,672     (114,514

Other income (expense)(1)

    3,654        2,186        (534     934        (33,951     10,371   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-operating income (expense)

    (184,365     (140,085     (144,973     (189,253     (207,623     (104,143
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income as reported

  $ 165,562      $ 167,503      $ 128,800      $ 126,859      $ 22,986      $ 66,952   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net income as adjusted(a)

   

$

181,241

  

    $ 142,930       
   

 

 

     

 

 

     

 

 

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    Twelve Months
Ended  September 30,
    Nine Months
Ended 

September 30,
    Year Ended December 31,  
(in thousands, except per share data)   2012     2012     2011     2011     2010     2009  

Earnings per share as reported

           

Basic

  $ 7.80      $ 7.89      $ 6.09      $ 5.99          $ 1.09      $ 3.22   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

  $ 7.74      $ 7.83      $ 6.03      $ 5.94          $ 1.08      $ 3.21   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma earnings per share as adjusted(b)(c)

           

Basic

    $ 0.90        $ 0.71       
   

 

 

     

 

 

     

Diluted

    $ 0.90        $ 0.71       
   

 

 

     

 

 

     

 

  (a)  

Pro forma net income as adjusted reflects interest expense adjustments of $15.9 million and $17.5 million, respectively. These adjustments were derived by applying the applicable interest rates at the end of the corresponding periods to the change in certain of our outstanding debt associated with the use of proceeds from this offering. In addition, in connection with the pay down of debt with the use of proceeds from this offering, pro forma net income also reflects a reduction of amortization of deferred financing fees and premium. See “Use of Proceeds.” Pro forma net income also reflects non-controlling ownership interest adjustment of $2.2 million and $1.5 million, respectively, due to the Corporate Reorganization, which resulted in the Management NCL Corporation Units constituting a non-controlling interest in the Issuer. The interest expense adjustment per facility is as follows:

 

$350.0 million Senior Notes with a stated interest rate of 9.50%

  $ 9,009        $ 9,158   
 

 

 

     

 

 

 

Cash Sweep Credit Facilities with a blended interest rate of 3.75% and 3.90%, respectively

  $ 2,028        $ 2,586   
 

 

 

     

 

 

 

Genting HK payable pursuant to the Norwegian Sky Agreement with a stated interest rate of 2.50%

  $ 638       
 

 

 

     

$750.0 million Senior Secured Revolving Credit Facility with an interest rate of 4.21% and 4.30%, respectively

  $ 3,689        $ 5,008   
 

 

 

     

 

 

 

€624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility with an interest rate of 3.34% and 3.49%, respectively

  $ 558        $ 778   
 

 

 

     

 

 

 

A 1/8th change in the variable interest rates, included above, would result in a $43 thousand and $86 thousand change to pro forma net income as adjusted for the nine months ended September 30, 2012 and the year ended December 31, 2011, respectively. There was no tax effect on the interest expense adjustment based on our current tax structure.

 

  (b)  

Pro forma earnings per share as adjusted reflects the shares outstanding as a result of the Corporate Reorganization, additional shares issued as part of this offering, as well as the interest expense adjustments noted in footnote (a). The basis of the computation includes $394.7 million of debt to be repaid and 200,468,080 shares outstanding (assuming no exercise of the underwriters’ option to purchase additional ordinary shares) based upon an initial public offering price of $19.00 per ordinary share. Also included are pro forma basic weighted-average shares outstanding of 200,468,080 for the nine months ended September 30, 2012 and year ended December 31, 2011 and pro forma diluted weighted-average shares outstanding of 203,423,575 and 203,325,892 for the nine months ended September 30, 2012 and year ended December 31, 2011, respectively. We believe this presentation is meaningful to investors since it reflects all changes to outstanding shares as a result of this offering. Pro forma earnings per share does not include the effect of any options that are expected to be granted to acquire ordinary shares to our management team at or shortly following the offering. See Note 12 “Norwegian Cruise Line Holdings Ltd. and Reorganization—Pro Forma EPS (Unaudited) and Adjusted Pro Forma EPS (Unaudited)” to our consolidated financial statements for additional pro forma earnings per share calculations.

 

  (c)  

We do not anticipate a material change in the use of proceeds from this offering (as described under “Use of Proceeds”), therefore any change in pro forma earnings per share as adjusted would not be material.

 

    As of or for the
Twelve Months
Ended September 30,
    As of or for the
Nine Months Ended
September 30,
    As of or for the Year Ended
December 31,
 
(in thousands, except Other data)   2012     2012     2011     2011     2010     2009
 

Balance sheet data: (at end of period)

           

Cash and cash equivalents

  $ 68,694      $ 68,694      $ 47,835      $ 58,926      $ 55,047      $ 50,152   

Advance ticket sales

    378,240        378,240        332,572        325,472        294,180        255,432   

Total assets

    5,892,643        5,892,643        5,548,301        5,562,411        5,572,371        4,819,837   

Total debt

    2,910,898        2,910,898        2,991,613        3,038,081        3,204,085        2,557,691   

Total liabilities

    3,881,131        3,881,131        3,694,428        3,717,948        3,831,845        3,106,797   

Total shareholders’ equity

    2,011,512        2,011,512        1,853,873        1,844,463        1,740,526        1,713,040   

Cash flow data :

           

Net cash provided by operating activities

    409,967        376,523        323,546        356,990        430,423        117,532   

Net cash used in investing activities

    (297,331     (229,855     (117,321    
(184,797

    (977,466     (161,838

Net cash provided by (used in) financing activities

    (91,777     (136,900     (213,437    
(168,314

    551,938        (91,259

Other financial measures:(2)

           

Ship Contribution(3)

    784,449        639,236        606,235       
751,448
  
    664,952        565,410   

Adjusted EBITDA(4)

    540,426        452,174        417,787       
506,039
  
    405,113        332,254   

Capital Expenditures –Other

    102,649        82,480        57,176        77,345        60,293        27,290   

Capital Expenditures –Newbuild

    194,682        147,375        60,145       
107,452
  
    917,173        134,548   

Other data:(5)

           

Passenger Cruise Days

    10,338,168        7,865,959        7,755,229       
10,227,438
  
    9,559,049        9,243,154   

Capacity Days

    9,562,773        7,192,091        7,083,888       
9,454,570
  
    8,790,980        8,450,980   

Load Factor

    108.1     109.4     109.5     108.2     108.7     109.4

Gross Yield

  $ 236.51      $ 246.53      $ 244.32      $ 234.74      $ 228.89      $ 219.53   

Net Yield

  $ 175.30      $ 182.78      $ 180.33      $ 173.39      $ 168.29      $ 156.14   

 

 

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(1) In 2010, a loss of $33.1 million was recorded primarily due to losses on foreign exchange contracts associated with the financing of Norwegian Epic. In 2009, foreign currency translation and interest rate swap gains (losses) of $(9.6) million were recorded primarily due to fluctuations in the euro/U.S. dollar exchange rate. In 2009, these amounts were offset by the change in fair value of our fuel derivative contracts of $20.4 million.

 

(2) We use certain non-GAAP financial measures, such as Ship Contribution, Adjusted EBITDA, Gross Yield, Net Yield and Net Revenue to enable us to analyze our performance. We utilize these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of our performance and some of these measures are commonly used in the cruise industry to measure performance. Our use of non-GAAP financial measures may not be comparable to other companies within our industry. We refer you to “Terms Used in This Prospectus.”

 

(3) The following table is a reconciliation of total revenue to Ship Contribution:

 

     Twelve
Months
Ended
September 30,
     Nine Months
Ended September 30,
     Year Ended December 31,  

(in thousands)

   2012      2012      2011      2011      2010      2009  

Total revenue

   $ 2,261,669       $ 1,773,075       $ 1,730,730       $ 2,219,324       $ 2,012,128       $ 1,855,204   

Less:

                 

Total Cruise Operating Expense

     1,477,220         1,133,839         1,124,495         1,467,876        
1,347,176
  
     1,289,794   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Ship Contribution

   $ 784,449       $ 639,236       $ 606,235       $ 751,448       $ 664,952       $ 565,410   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(4) We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to assess operating performance, is a factor in the evaluation of the performance of management and is the primary metric used in determining the Company’s performance incentive bonus paid to its employees. We believe that Adjusted EBITDA is a useful measure in determining the Company’s performance as it reflects certain operating drivers of the Company’s business, such as sales growth, operating costs, marketing, general and administrative expense and other operating income and expense. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Adjusted EBITDA is not a defined term under GAAP. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or measures comparable to net income as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments. Our use of Adjusted EBITDA may not be comparable to other companies.

The following table is a reconciliation of net income to Adjusted EBITDA:

 

    Twelve
Months

Ended
September  30,
    Nine Months
Ended September 30,
    Year Ended December 31,  
(in thousands)   2012     2012     2011     2011     2010     2009  

Net income

  $ 165,562      $ 167,503      $ 128,800      $
126,859
  
  $ 22,986      $ 66,952   

Interest expense, net

    188,019        142,271        144,439       
190,187
  
    173,672        114,514   

Depreciation and amortization

    185,601        140,900        139,284       
183,985
  
    170,191        152,700   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

    539,182        450,674        412,523       
501,031
  
    366,849        334,166   

Other (income) expense(a)

    (3,654     (2,186     534       
(934

    33,951        (10,371

Other(b)

    4,898        3,686        4,730       
5,942
  
    4,313        8,459   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

  $ 540,426      $ 452,174      $ 417,787      $
506,039
  
  $ 405,113      $ 332,254   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a) Includes taxes, (gains)/losses on foreign currency, debt translation and derivatives and other (income) expense.
  (b) Includes non-cash compensation. Includes insurance claim recoveries and supplemental P&I insurance call, non-cash costs related to our Shipboard Retirement Plan and management equity grants. Also includes costs related to a mechanical failure on one of our ships in 2009 and a claim related to the S.S. Norway incident in 2003.

 

 

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(5) The following table is a reconciliation of total revenue to Net Revenue, Gross Yield and Net Yield:

 

    Twelve
Months
Ended
September 30,
    Nine Months
Ended September 30,
    Year Ended December 31,  

(in thousands, except Capacity Days and

Yield data)

  2012     2012     2011     2011     2010     2009  

Passenger ticket revenue

  $ 1,595,254      $ 1,257,871      $ 1,225,980      $ 1,563,363      $ 1,411,785      $ 1,292,811   

Onboard and other revenue

    666,415        515,204        504,750        655,961        600,343        562,393   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    2,261,669        1,773,075        1,730,730        2,219,324        2,012,128        1,855,204   

Less:

           

Commissions, transportation and other expense

    412,738        321,640        319,611        410,709        379,532        377,378   

Onboard and other expense

    172,530        136,851        133,650        169,329        153,137        158,330   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Revenue

  $ 1,676,401      $ 1,314,584      $ 1,277,469      $ 1,639,286      $ 1,479,459      $ 1,319,496   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capacity Days

    9,562,773        7,192,091        7,083,888        9,454,570        8,790,980        8,450,980   

Gross Yield

  $ 236.51      $ 246.53      $ 244.32      $ 234.74      $ 228.89      $ 219.53   

Net Yield

  $ 175.30      $ 182.78      $ 180.33      $ 173.39      $ 168.29      $ 156.14   

 

 

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RISK FACTORS

An investment in our ordinary shares involves a high degree of risk. In addition to the other information contained in this prospectus, you should carefully consider the following risk factors in evaluating us and our business before purchasing our ordinary shares. If any of the risks discussed in this prospectus actually occur, our business, financial condition and results of operations could be materially adversely affected. If this were to occur, the value of our ordinary shares could decline and you may lose all or part of your original investment. In connection with the forward-looking cautionary statements that appear in this prospectus, you should also carefully review the cautionary statement referred to under “Cautionary Statement Concerning Forward-Looking Statements.”

Risk factors related to our business

The specific risk factors set forth below, as well as the other information contained in this prospectus, could cause our actual results to differ from our expected or historical results and individually or any combination thereof could adversely affect our financial position and results of operations.

The adverse impact of the worldwide economic downturn and related factors such as high levels of unemployment and underemployment, fuel price increases, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence.

The demand for cruises is affected by international, national and local economic conditions. Adverse changes in the perceived or actual economic climate, such as higher fuel prices, higher interest rates, stock and real estate market declines and/or volatility, more restrictive credit markets, higher taxes, and changes in governmental policies could reduce the level of discretionary income or consumer confidence in the countries from which we source our guests. For example, the worldwide economic downturn has had an adverse effect on consumer confidence and discretionary income resulting in decreased demand and price discounting. We cannot predict the duration or magnitude of this downturn or the timing or strength of economic recovery. If the downturn continues for an extended period of time or worsens, we could experience a prolonged period of decreased demand and price discounting. In addition, the economic downturn has and may continue to adversely impact our suppliers, which can result in disruptions in service and financial losses.

An increase in cruise capacity.

Historically, cruise capacity has grown to meet the growth in demand. According to CLIA, cruise capacity, in terms of Berths, has increased from 2000 through 2011 at a compound annual growth rate of 6.3%. CLIA estimates that between 2012 and 2015, the North America based CLIA member line fleet will increase by approximately 26 ships, representing a compound annual capacity growth of 1.8%. In order to profitably utilize this new capacity, the cruise industry will likely need to improve its percentage share of the U.S. population who has cruised at least once, which is approximately 24%, according to CLIA. If there is an industry-wide increase in capacity without a corresponding increase in public demand, we, as well as the entire cruise industry, could experience reduced occupancy rates and/or be forced to discount our prices. In addition, increased cruise capacity could impact our ability to retain and attract qualified shipboard employees, including officers, at competitive levels and, therefore, increase our shipboard employee costs.

We face intense competition from other cruise companies as well as non-cruise vacation alternatives and we may not be able to compete effectively.

We face intense competition from other cruise companies, primarily the other Major North American Cruise Brands, which together comprise approximately 90% of the North American cruise market as measured by total Berths. These brands include Carnival Cruise Lines and Royal Caribbean International in the contemporary

 

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segment and Holland America, Princess Cruises and Celebrity Cruises in the premium segment. As of September 30, 2012, Norwegian Cruise Line accounted for approximately 11% of the Major North American Cruise Brands’ capacity in terms of Berths. We compete against all of these operators principally on the quality of our ships, our differentiated product offering, selection of our itineraries and value proposition of our cruises. We also face competition for many itineraries from other cruise operators as well as competition from non-cruise vacation alternatives. In the event we do not compete effectively, our business could be adversely affected.

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from making debt service payments.

We are highly leveraged with a high level of variable rate debt, and our level of indebtedness could limit cash flow available for our operations and could adversely affect our financial condition, operations, prospects and flexibility. As of September 30, 2012, we had approximately $2.9 billion of total debt. See “Capitalization.” Our substantial indebtedness could:

 

   

limit our ability to borrow money for our working capital, capital expenditures, development projects, debt service requirements, strategic initiatives or other purposes;

 

   

make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness;

 

   

require us to dedicate a substantial portion of our cash flow from operations to the repayment of our indebtedness thereby reducing funds available to us for other purposes;

 

   

limit our flexibility in planning for, or reacting to, changes in our operations or business;

 

   

make us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

 

   

make us more vulnerable to downturns in our business or the economy;

 

   

restrict us from making strategic acquisitions, introducing new technologies or exploiting business opportunities;

 

   

restrict us from taking certain actions by means of restrictive covenants;

 

   

make our credit card processors seek more restrictive terms in respect of our credit card arrangements; and

 

   

expose us to the risk of increased interest rates as certain of our borrowings are at a variable rate of interest.

Based on our September 30, 2012 outstanding variable rate debt balance, a one percentage point increase in the LIBOR interest rates would increase our annual interest expense by approximately $17.6 million, excluding the effects of capitalization of interest. In addition, future financings we may undertake may also provide for rates that fluctuate with prevailing interest rates.

Increases in fuel prices and/or other cruise operating costs.

Fuel expense accounted for 16.6% of our total cruise operating expense in 2011, 15.4% in 2010 and 12.6% in 2009. Future increases in the cost of fuel globally would increase the cost of our cruise ship operations. In addition, we could experience increases in other cruise operating costs, due to market forces and economic or political instability beyond our control.

 

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Conducting business internationally may result in increased costs and risks.

We operate our business internationally and plan to continue to develop our international presence. Operating internationally exposes us to a number of risks, including political risks, risks of increase in duties and taxes, risks relating to anti-bribery laws, as well as changes in laws and policies affecting cruising, vacation or maritime businesses, or governing the operations of foreign-based companies. Because some of our expenses are incurred in foreign currencies, we are exposed to exchange rate risks. Additional risks include interest rate movements, imposition of trade barriers and restrictions on repatriation of earnings.

We have implemented safeguards and policies to prevent violations of various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business by our employees and agents. However, our existing safeguards and any future improvements may prove to be less than effective and our employees or agents may engage in conduct for which we might be held responsible. If employees violate our policies or we fail to maintain adequate record-keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions, or severe criminal or civil sanctions and penalties.

The agreements governing our indebtedness contain restrictions that limit our flexibility in operating our business.

The agreements governing our indebtedness contain, and any instruments governing future indebtedness of ours would likely contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions or prohibitions on our ability to, among other things:

 

   

incur additional debt or issue certain preference shares;

 

   

pay dividends on or make distributions in respect of our share capital or make other restricted payments, including the ability of NCL Corporation Ltd. to make distributions or other restricted payments to the Issuer;

 

   

make certain investments;

 

   

sell certain assets;

 

   

create liens on certain assets;

 

   

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

 

   

enter into certain transactions with our affiliates; and

 

   

designate our subsidiaries as unrestricted subsidiaries.

As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

We have pledged a significant portion of our assets as collateral under our existing debt agreements. If any of the holders of our indebtedness accelerate the repayment of such indebtedness, there can be no assurance that we will have sufficient assets to repay our indebtedness.

Under our existing debt agreements we are required to satisfy and maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and there can be no assurance that we will meet those ratios. A failure to comply with the covenants contained in our existing debt agreements could result in an event of default under the agreements, which, if not cured or waived, could have a material adverse affect on our business, financial condition and results of operations. In the event of any default under our existing debt agreements, the holders of our indebtedness thereunder:

 

   

will not be required to lend any additional amounts to us, if applicable;

 

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could elect to declare all indebtedness outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend further credit, if applicable; and/or

 

   

could require us to apply all of our available cash to repay such indebtedness.

Such actions by the holders of our indebtedness could cause cross defaults under our other indebtedness. If we were unable to repay those amounts, the holders of our indebtedness under our Existing Senior Secured Credit Facilities could proceed against the collateral granted to them to secure that indebtedness.

If the indebtedness under our existing debt agreements were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full.

Despite our substantial indebtedness, we may still be able to incur significantly more debt. This could intensify the risks described above.

We may be able to incur substantial indebtedness at any time in the future. Although the terms of the agreements governing our indebtedness contain restrictions on our ability to incur additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful. Our ability to satisfy our debt obligations will depend upon, among other things:

 

   

our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and

 

   

our future ability to borrow under certain of our Existing Senior Secured Credit Facilities, the availability of which depends on, among other things, our complying with the covenants in such Existing Senior Secured Credit Facilities.

There can be no assurance that our business will generate sufficient cash flow from operations, or that we will be able to draw under certain of our Existing Senior Secured Credit Facilities or otherwise, in an amount sufficient to fund our liquidity needs.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Neither our shareholders nor any of their respective affiliates has any continuing obligation to provide us with debt or equity financing.

The impact of volatility and disruptions in the global credit and financial markets may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivative instruments, contingent obligations, insurance contracts and new ship progress payment guarantees.

There can be no assurance that we will be able to borrow additional money on terms as favorable as our current debt, on commercially acceptable terms, or at all. As a result of the global credit crisis, certain financial institutions have filed for bankruptcy, have sold some or all of their assets, or may be looking to enter into a

 

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merger or other transaction with another financial institution. Consequently, some of the counterparties under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees may be unable to perform their obligations or may breach their obligations to us under our contracts with them, which could include failures of financial institutions to fund required borrowings under our loan agreements and to pay us amounts that may become due under our derivative contracts and other agreements. Also, we may be limited in obtaining funds to pay amounts due to our counterparties under our derivative contracts and to pay amounts that may become due under other agreements. If we were to elect to replace any counterparty for their failure to perform their obligations under such instruments, we would likely incur significant costs to replace the counterparty. Any failure to replace any counterparties under these circumstances may result in additional costs to us or an ineffective instrument.

Terrorist acts, acts of piracy, armed conflict and threats thereof, and other international events impacting the security of travel could adversely affect the demand for cruises.

Past acts of terrorism have had an adverse effect on tourism, travel and the availability of air service and other forms of transportation. The threat or possibility of future terrorist acts, an outbreak of hostilities or armed conflict abroad or the possibility thereof, the issuance of travel advisories by national governments, and other geo-political uncertainties have had in the past and may again in the future have an adverse impact on the demand for cruises and consequently the pricing for cruises. Decreases in demand and reduced pricing in response to such decreased demand would adversely affect our business by reducing our profitability.

We rely on external distribution channels for passenger bookings, and major changes in the availability of external distribution channels could undermine our customer base.

In 2011, the majority of our passengers booked their cruises through independent travel agents. In the event that the travel agent distribution channel is adversely impacted by the worldwide economic downturn, or other reason, this could reduce the distribution channels available for us to market and sell our cruises and we could be forced to increase the use of alternative distribution channels.

We rely on scheduled commercial airline services for passenger connections, and increases in the price of, or major changes or reduction in, commercial airline services could undermine our customer base.

A number of our passengers depend on scheduled commercial airline services to transport them to ports of embarkation for our cruises. Increases in the price of airfare, due to increases in fuel prices or other factors, would increase the overall vacation cost to our customers and may adversely affect demand for our cruises. Changes in commercial airline services as a result of strikes, weather or other events, or the lack of availability due to schedule changes or a high level of airline bookings could adversely affect our ability to deliver passengers to our cruises and/or increase our cruise operating expense.

Any delays in the construction and delivery of a cruise ship.

Delays in the construction, repair, refurbishment and delivery of a cruise ship can occur as a result of events such as insolvency, work stoppages, other labor actions or “force majeure” events experienced by our shipbuilders and other such companies that are beyond our control. Any termination or breach of contract following such an event may result in, among other things, the forfeiture of prior deposits or payments made by us, potential claims and impairment of losses. A significant delay in the delivery of a new ship, or a significant performance deficiency or mechanical failure of a new ship, particularly in light of decreasing availability of Dry-dock facilities, could have an adverse effect on our business.

Future epidemics and viral outbreaks.

Public perception about the safety of travel and adverse publicity related to passenger or crew illness, such as incidents of H1N1, stomach flu, or other contagious diseases, may impact demand for cruises. If any wide-ranging health scare should occur, our business would likely be adversely affected.

 

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The political environment in certain countries where we operate is uncertain and our ability to operate our business as we have in the past may be restricted.

We operate in waters and call at ports throughout the world, including geographic regions that, from time to time, have experienced political and civil unrest as well as insurrection and armed hostilities. Adverse international events could affect demand for cruise products generally and could have an adverse effect on us.

Adverse incidents involving cruise ships.

The operation of cruise ships carries an inherent risk of loss caused by adverse weather conditions, maritime disaster, including, but not limited to, oil spills and other environmental mishaps, fire, mechanical failure, collisions, human error, war, terrorism, piracy, political action, civil unrest and insurrection in various countries and other circumstances or events. Any such event may result in loss of life or property, loss of revenue or increased costs. The operation of cruise ships also involves the risk of other incidents at sea or while in port, including missing passengers, inappropriate crew or passenger behavior and onboard crimes, that may bring into question passenger safety, may adversely affect future industry performance and may lead to litigation against us. Although we place passenger safety as the highest priority in the design and operation of our fleet, we have experienced accidents and other incidents involving our cruise ships and there can be no assurance that similar events will not occur in the future. It is possible that we could be forced to cancel a cruise or a series of cruises due to these factors or incur increased port related and other costs resulting from such adverse events. Any such event involving our cruise ships or other passenger cruise ships may adversely affect passengers’ perceptions of safety or result in increased governmental or other regulatory oversight. An adverse judgment or settlement in respect of any of the ongoing claims against us may also lead to negative publicity about us. Anything that damages our reputation (whether or not justified), including adverse publicity about passenger safety, could have an adverse impact on demand, which could lead to price discounting and a reduction in our sales.

There can be no assurance that all risks are fully insured against or that any particular claim will be fully paid. Such losses, to the extent they are not adequately covered by contractual remedies or insurance, could affect our financial results. In addition, we have been and continue to be subject to calls, or premiums, in amounts based not only on our own claim records, but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity coverage for tort liability. Our payment of these calls and increased premiums could result in significant expenses to us which could reduce our cash flows. If we were to sustain significant losses in the future, our ability to obtain insurance coverage or coverage at commercially reasonable rates could be materially adversely affected.

Breaches in data security or other disturbances to our information technology and other networks could impair our operations and have an adverse impact on our financial results.

The integrity and reliability of our information technology systems and other networks are crucial to our business operations. We have made significant investments in our information technology systems to optimize booking procedures, enhance the marketing power of our website and control costs. Any unauthorized use of our information systems to gain access to sensitive information, corrupt data or create general disturbances in our operations systems could impair our ability to conduct business and damage our reputation. While we have information technology security and recovery plans in place, we cannot completely insulate ourselves from cyber-related risks.

Amendments to the collective bargaining agreements for crew members of our fleet and other employee relation issues may adversely affect our financial results.

Currently, we are a party to six collective bargaining agreements. Three of these agreements were recently renegotiated and are in effect through 2014. Of the three remaining collective bargaining agreements, two are scheduled to expire in 2018 and one is scheduled to expire in 2020. Upon appropriate notice, the agreements may be reopened at certain yearly intervals, and we received notice from two of the parties to reopen wage/benefit negotiations in 2012. These negotiations were completed and effective from April 2012 without material cost to

 

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the Company. Any future amendments to such collective bargaining agreements or inability to satisfactorily renegotiate such agreements may increase our labor costs and have a negative impact on our financial condition. In addition, our collective bargaining agreements may not prevent a disruption in work on our ships in the future. Any such disruptions in work could have a material adverse effect on our financial results.

Unavailability of ports of call.

We believe that attractive port destinations are a major reason why passengers choose to go on a particular cruise or on a cruise vacation. The availability of ports is affected by a number of factors, including, but not limited to, existing capacity constraints, security concerns, adverse weather conditions and natural disasters, financial limitations on port development, local governmental regulations and local community concerns about port development and other adverse impacts on their communities from additional tourists. Any limitations on the availability of our ports of call could adversely affect our business.

The loss of key personnel or our inability to recruit or retain qualified personnel.

We rely upon the ability, expertise, judgment, discretion, integrity and good faith of our senior management team. Our success is dependent upon our personnel and our ability to recruit and retain high quality employees. We must continue to recruit, retain and motivate management and other employees sufficient to maintain our current business and support our projected growth. The loss of services of any of the key members of our management team could have a material adverse effect on our business. See “Management” for additional information about our management personnel.

The leadership of our President and Chief Executive Officer, Mr. Sheehan, and other executive officers has been a critical element of our success. The death or disability of Mr. Sheehan or other extended or permanent loss of his services, or any negative market or industry perception with respect to him or arising from his loss, could have a material adverse effect on our business. Our other executive officers and other members of senior management have substantial experience and expertise in our business and have made significant contributions to our growth and success. The unexpected loss of services of one or more of these individuals could also adversely affect us. We are not protected by key man or similar life insurance covering members of our senior management. We have employment agreements with our executive officers, but these agreements do not guarantee that any given executive will remain with us.

We are, and after this offering will continue to be, controlled by a group of shareholders that hold a significant percentage of our ordinary shares and whose interests may not be aligned with ours or our public shareholders.

Prior to this offering, all of our voting ordinary shares were held by affiliates of Genting HK, the Apollo Funds and the TPG Viking Funds. The Shareholders’ Agreement governing the relationship among those parties gives the Apollo Funds effective control over our affairs and policies, subject to certain limitations. Genting HK and the Apollo Funds also control the election of our Board of Directors, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other material transactions. Immediately after giving effect to this offering, we expect that these shareholders will continue to control a majority of our ordinary shares; specifically, we expect that Genting HK, the Apollo Funds and the TPG Viking Funds will together own approximately 88.3% of our outstanding ordinary shares (without giving effect to the exercise of the underwriters’ option to purchase additional shares). The directors appointed by Genting HK and the Apollo Funds will have the authority, on our behalf and subject to the terms of our debt agreements and the Shareholders’ Agreement, to issue additional ordinary shares, implement share repurchase programs, declare dividends, pay advisory fees and make other decisions, and they may have an interest in our doing so.

The interests of Genting HK, the Apollo Funds and the TPG Viking Funds could conflict with our public shareholders’ interests in material respects. Furthermore, Genting HK engages in the cruise industry and leisure, entertainment and hospitality activities and Apollo and TPG are in the business of managing investment funds which make investments in companies and one or more of which has now and may from time to time acquire and

 

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hold interests in businesses that compete directly or indirectly with us, as well as businesses that represent major customers of our business. Investment funds managed by Genting HK, Apollo and/or TPG may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as our current shareholders continue to control a significant amount of our outstanding voting ordinary shares, such shareholders will continue to be able to strongly influence or effectively control our decisions. Additionally, the concentration of ownership held by our current shareholders could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination that you as a shareholder may otherwise view favorably. Certain provisions of our Shareholders’ Agreement may also make it more difficult to reissue additional equity capital in the future, if needed. See “Certain Relationships and Related Party Transactions—The Shareholders’ Agreement.”

There are material limitations with making estimates of our results for current or prior periods prior to the completion of our and our auditors’ normal review procedures for such periods.

The estimated results contained in “Prospectus Summary—Recent Developments” are not a comprehensive statement of our financial results for the quarter ended December 31, 2012 and have not been reviewed or audited by our independent registered public accounting firm. Our consolidated financial statements for the year ended December 31, 2012 will not be available until after this offering is completed, and, consequently, will not be available to you prior to investing in this offering. The final financial results for the year ended December 31, 2012 may vary from our expectations and may be materially different from the preliminary financial estimates we have provided due to completion of year-end closing and audit procedures, final adjustments and other developments that may arise between now, the end of such period and the time the financial results for the period are finalized. Accordingly, investors should not place undue reliance on such financial information.

Risks related to the regulatory environment in which we operate

Future changes in applicable tax laws, or our inability to take advantage of favorable tax regimes.

We believe and have taken the position that our income that is considered to be derived from the international operation of ships as well as certain income that is considered to be incidental to such income (“shipping income”), is exempt from U.S. federal income taxes under Section 883 of the Internal Revenue Code of 1986, as amended (the “Code”), based upon certain assumptions as to shareholdings and other information as more fully described in “Business—Taxation of the Company—Exemption of Operating Income from U.S. Federal Income Taxation.” The provisions of Section 883 of the Code are subject to change at any time, possibly with retroactive effect.

We believe and have taken the position that substantially all of our income derived to date from the international operation of ships is properly categorized as shipping income and that we have not had a material amount of non-qualifying income. It is possible, however, that a much larger percentage of our income does not qualify (or will not qualify) as shipping income. Moreover, the exemption for shipping income is only available for years in which we will satisfy complex stock ownership tests under Section 883 of the Code as described in “Business—Taxation of the Company—Exemption of Operating Income from U.S. Federal Income Taxation.” There are factual circumstances beyond our control, including changes in the direct and indirect owners of our shares, that could cause us or our subsidiaries to lose the benefit of this tax exemption. Finally, any changes in our operations could significantly increase our exposure to either the net tax regime or the 4% regime (each as defined in Business—Taxation of the Company—Taxation of Operating Income: In General), and we can give no assurances on this matter.

If we or any of our subsidiaries were not to qualify for the exemption under Section 883 of the Code, our or such subsidiary’s U.S. source income would be subject either to the net tax regime or the 4% regime (each as defined in “Business—Taxation of the Company—Taxation of Operating Income: In General”). As of the date of this prospectus, we believe that we and our subsidiaries will satisfy the stock ownership tests imposed under Section 883 and therefore believe that we will qualify for the exemption under Section 883. However, as

 

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discussed above there are factual circumstances beyond our control that could cause us to not meet the stock ownership tests. Therefore, we can give no assurances on this matter now or in the future. See “Business—Taxation of the Company—Exemption of Operating Income from U.S. Federal Income Taxation.”

We may be subject to state, local and non-U.S. income or non-income taxes in various jurisdictions, including those in which we transact business, own property or reside. We may be required to file tax returns in some or all of those jurisdictions. Our state, local or non-U.S. tax treatment may not conform to the U.S. federal income tax treatment discussed above. We may be required to pay non-U.S. taxes on dispositions of foreign property or operations involving foreign property may give rise to non-U.S. income or other tax liabilities in amounts that could be substantial.

The various tax regimes to which we are currently subject result in a relatively low effective tax rate on our world-wide income. These tax regimes, however, are subject to change, possibly with retroactive effect. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law.

We are subject to complex laws and regulations, including environmental laws and regulations, which could adversely affect our operations and any changes in the current laws and regulations could lead to increased costs or decreased revenue.

Some environmental groups have lobbied for more extensive oversight of cruise ships and have generated negative publicity about the cruise industry and its environmental impact. Increasingly stringent federal, state, local and international laws and regulations on environmental protection and health and safety of workers could affect our operations. The U.S. Environmental Protection Agency, the IMO (a United Nations agency with responsibility for the safety and security of shipping and the prevention of marine pollution by ships), the Council of the European Union and individual states are considering, as well as implementing, new laws and rules to manage cruise ship waste. In addition, many aspects of the cruise industry are subject to governmental regulation by the U.S. Coast Guard as well as international treaties such as the International Convention for the Safety of Life at Sea (“SOLAS”), an international safety regulation, the International Convention for the Prevention of Pollution from Ships (“MARPOL”), an international environmental regulation and the Standard of Training Certification and Watchkeeping for Seafarers (“STCW”) and its recently adopted conventions in ship manning. International regulations regarding ballast water and security levels are currently pending. Additionally, the U.S. and various state and foreign government or regulatory agencies have enacted or are considering new environmental regulations or policies, such as requiring the use of low sulfur fuels, increasing fuel efficiency requirements or further restricting emissions, including those of green house gases. Compliance with such laws and regulations may entail significant expenses for ship modification and changes in operating procedures which could adversely impact our operations as well as our competitors’ operations. In addition, the state of Alaska approved stringent regulations in 2008 concerning waste water discharge. In 2010, Alaska issued a final permit that regulates discharges of treated wastewater from cruise ships for the summer tourist seasons running from 2010 to 2012. The permit provides for the cruise companies to gather data on performance of new shipboard environmental control systems that will allow a scientific review committee to advise state officials on improving the regulations. The International Labor Organization’s Maritime Labor Convention, 2006 is expected to become international law on August 20, 2013, now that thirty member countries with a total share of at least 33% of the world gross tonnage of ships have signed the agreement. It will regulate many aspects of maritime crew labor and will impact the worldwide sourcing of new crewmembers.

These issues are, and we believe will continue to be, an area of focus by the relevant authorities throughout the world. This could result in the enactment of more stringent regulation of cruise ships that would subject us to increasing compliance costs in the future.

By virtue of our operations in the U.S., the U.S. Federal Maritime Commission (“FMC”) requires us to maintain a third-party performance guarantee on our behalf in respect of liabilities for non-performance of transportation and other obligations to passengers. The FMC has proposed rules that would significantly increase

 

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the amount of our required guarantees and accordingly our cost of compliance. There can be no assurance that such an increase in the amount of our guarantees, if required, would be available to us. For additional discussion of the FMC’s proposed requirements, we refer you to “Business—Regulatory Issues.”

In 2007, the state of Alaska implemented taxes which have impacted the cruise industry operating in Alaska. It is possible that other states, countries or ports of call that our ships regularly visit may also decide to assess new taxes or fees or change existing taxes or fees specifically applicable to the cruise industry and its employees and/or guests, which could increase our operating costs and/or could decrease the demand for cruises.

Changes in health, safety, security and other regulatory issues.

We are subject to various international, national, state and local health, safety and security laws and regulations. For additional discussion of these requirements, we refer you to “Business—Regulatory Issues.” Changes in existing legislation or regulations and the imposition of new requirements could adversely affect our business.

Implementation of U.S. federal regulations, requiring U.S. citizens to obtain passports for seaborne travel to all foreign destinations, could adversely affect our business. Many cruise customers may not currently have passports or may not obtain a passport card (previously known as the People Access Security Service Card, or PASS Card) as an alternative to a passport. This card was created to meet the documentary requirements of the Western Hemisphere Travel Initiative. Applications for the card have been accepted since February 1, 2008 and the cards were made available to the public beginning in July 2008.

Risk factors related to the offering and to our ordinary shares

There has been no prior market for our ordinary shares, and an active trading market for our ordinary shares may not develop, which could impede your ability to sell your ordinary shares and depress the market price of your ordinary shares.

Prior to this offering, no public market for our ordinary shares existed, and we cannot assure you that an active and liquid public market for our ordinary shares will develop or be sustained after this offering or that investors will be able to sell the ordinary shares should they desire to do so. The failure of an active trading market to develop could affect your ability to sell your ordinary shares and depress the market price of your ordinary shares. We negotiated with the representatives of the underwriters to determine the initial public offering price, which was based on numerous factors and may bear no relationship to the price at which the ordinary shares will trade upon completion of this offering. See “Underwriting (Conflicts of Interest).” The market price of the ordinary shares may fall below the initial public offering price.

The price of our shares may fluctuate substantially, and your investment may decline in value.

The trading price of our ordinary shares could be volatile and subject to wide fluctuations in response to factors, many of which are beyond our control, including those described in this “Risk Factors” section.

Further, the stock markets in general, and the stock exchange and the market for travel and leisure-related companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. We cannot assure you that trading prices and valuations will be sustained. These broad market and industry factors may materially and adversely affect the market price of our ordinary shares, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions in the countries where we operate, such as recession or currency exchange rate fluctuations, may also adversely affect the market price of our ordinary shares. In the past, following periods of volatility in the market price of a company’s securities, that company is often subject to securities class-action litigation. This kind of litigation, regardless of the outcome, could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, results of operations and financial condition.

 

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We are a “controlled company” within the meaning of the rules of NASDAQ and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

Upon the closing of this offering, Genting HK, the Apollo Funds and the TPG Viking Funds will together continue to control a majority of our ordinary shares. As a result, we are a “controlled company” within the meaning of the corporate governance standards of NASDAQ. Under the rules of NASDAQ, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

 

   

the requirement that a majority of our Board of Directors consists of independent directors;

 

   

the requirement that we have a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

 

   

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

 

   

the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will be required to have any independent directors on our nominating and governance committee and compensation committee, and we will not be required to have an annual performance evaluation of the nominating and governance committee and compensation committee. See “Management.” Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to the general corporate governance requirements (without giving effect to the “controlled company” exemptions) of NASDAQ.

Because the price you will pay for our ordinary shares is above our net tangible book value per ordinary share, you will experience an immediate and substantial dilution upon the completion of this offering.

The initial public offering price of our ordinary shares is substantially higher than what the net tangible book value per ordinary share will be immediately after this offering. If you purchase our ordinary shares in this offering, you will experience immediate dilution of approximately $10.67 in the net tangible book value per ordinary share from the price you pay for our ordinary shares, representing the difference between (1) the initial public offering price of $19.00 per ordinary share, and (2) the pro forma net tangible book value per ordinary share of $8.33 at September 30, 2012 after giving effect to this offering. See “Dilution.”

There are regulatory limitations on the ownership and transfer of our ordinary shares.

The Bermuda Monetary Authority (the “BMA”) must approve all issuances and transfers of securities of a Bermuda exempted company like us. However, for as long as our ordinary shares are listed on an appointed stock exchange, the BMA has given general permission that permits the issue and free transferability of our ordinary shares to and among persons who are residents and non-residents of Bermuda for exchange control purposes. Any other transfers remain subject to approval by the BMA and such approval may be denied or delayed.

Additionally, our bye-laws will contain provisions that prevent third parties, other than the Apollo Funds, the TPG Viking Funds and Genting HK, from acquiring beneficial ownership of more than 4.9% of its outstanding shares without the consent of our Board of Directors and provide for the lapse of rights, and sale, of any shares acquired in excess of that limit.

As a shareholder of our Company, you may have greater difficulties in protecting your interests than as a shareholder of a U.S. corporation.

We are a Bermuda exempted company. The Companies Act 1981 of Bermuda (the “Companies Act”), which applies to our Company, differs in material respects from laws generally applicable to U.S. corporations

 

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and their shareholders. Taken together with the provisions of our bye-laws, some of these differences may result in you having greater difficulties in protecting your interests as a shareholder of our Company than you would have as a shareholder of a U.S. corporation. This affects, among other things, the circumstances under which transactions involving an interested director are voidable, whether an interested director can be held accountable for any benefit realized in a transaction with our Company, what approvals are required for business combinations by our Company with a large shareholder or a wholly-owned subsidiary, what rights you may have as a shareholder to enforce specified provisions of the Companies Act or our bye-laws, and the circumstances under which we may indemnify our directors and officers.

The market price for our ordinary shares could be subject to wide fluctuations and you could lose all or part of your investment.

The market price for our ordinary shares could be volatile and subject to wide fluctuations in response to factors including the following:

 

   

actual or anticipated fluctuations in our quarterly results;

 

   

the public’s reaction to our press releases, other public announcements and filings with the SEC;

 

   

sales of large blocks of our ordinary shares, or the expectation that such sales may occur, including sales by our directors, officers and controlling shareholder;

 

   

market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

 

   

announcements of new itineraries or services or the introduction of new ships by us or our competitors;

 

   

changes in financial estimates by securities analysts;

 

   

conditions in the cruise industry;

 

   

price and volume fluctuations in the stock markets generally;

 

   

announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

 

   

our involvement in significant acquisitions, strategic alliances or joint ventures;

 

   

changes in government and environmental regulation;

 

   

changes in accounting standards, policies, guidance, interpretations or principles;

 

   

additions or departures of key personnel;

 

   

changes in general market, economic and political conditions in the U.S. and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events; or

 

   

potential litigation.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our shares.

The substantial number of ordinary shares that will be eligible for sale in the near future may cause the market price of our ordinary shares to decline.

Immediately after the completion of this offering, we will have an aggregate of 200,468,080 ordinary shares issued and outstanding (without giving effect to the exercise of the underwriters’ option to purchase additional shares). Our ordinary shares sold in this offering will be eligible for immediate resale in the public market without restrictions, and those held by our controlling shareholders and key employees may also be sold in the

 

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public market in the future subject to applicable lock-up agreements as well as the restrictions contained in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. If our controlling shareholders sell a substantial amount of our ordinary shares after the expiration of the lock-up period, the prevailing market price for our ordinary shares could be adversely affected. See “Shares Eligible for Future Sale” for a more detailed description of the eligibility of our ordinary shares for future sale.

Upon the consummation of this offering, there will be an aggregate of 5,761,291 outstanding Management NCL Corporation Units, which will represent a 2.8% economic interest in NCL Corporation Ltd., based on the initial public offering price of $19.00 per ordinary share. In connection with the consummation of this offering, we will enter into an exchange agreement with NCL Corporation Ltd. Pursuant to the exchange agreement, and subject to certain procedures and restrictions (including the vesting schedules applicable to the Management NCL Corporation Units and any applicable legal and contractual restrictions), each holder of Management NCL Corporation Units will have the right to cause NCL Corporation Ltd. and us to exchange the holder’s Management NCL Corporation Units for our ordinary shares at an exchange rate equal to one ordinary share for every Management NCL Corporation Unit (or, at NCL Corporation Ltd.’s election, a cash payment equal to the value of the exchanged Management NCL Corporation Units), subject to customary adjustments for stock splits, subdivisions, combinations and similar extraordinary events. The exchange right described above will be subject to (i) the filing and effectiveness of an applicable registration statement by us that, in our determination, contains all the information which is required to effect a registered sale of our shares and (ii) all applicable legal and contractual restrictions, including those imposed by the lock-up agreements described elsewhere in this prospectus. We have reserved for issuance a number of our ordinary shares corresponding to the number of Management NCL Corporation Units to be outstanding upon the consummation of this offering. Following the expiration of the 180-day lock-up agreements described elsewhere in this prospectus, we intend to file a registration statement with the SEC to register on a continuous basis the issuance of the ordinary shares to be received by the holders of Management NCL Corporation Units who elect to exchange.

We may issue our ordinary shares or other securities from time to time as consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of ordinary shares, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be substantial. We may also grant registration rights covering those ordinary shares or other securities in connection with any such acquisitions and investments.

We expect to grant approximately 3.7 million options to acquire our ordinary shares to our management team under our new long-term incentive plan at or shortly following this offering. As soon as practicable, we intend to file a registration statement on Form S-8 under the Securities Act covering the ordinary shares reserved for issuance under our new long-term incentive plan (including the shares subject to the new option grants). Accordingly, 15,035,106 ordinary shares registered under such registration statement will be available for sale in the open market upon exercise by the holders, subject to vesting restrictions, Rule 144 limitations applicable to our affiliates and the contractual lock-up provisions in “Shares Eligible for Future Sale”.

We may use the proceeds of this offering in ways with which you may not agree.

Although we currently intend to use the proceeds of this offering to redeem or prepay outstanding debt and to pay expenses associated with this offering, our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve profitability or increase the price of our ordinary shares.

 

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We do not intend to pay dividends on our ordinary shares at any time in the foreseeable future.

We do not currently intend to pay dividends to our shareholders and our Board of Directors may never declare a dividend. You should not anticipate receiving dividends with respect to ordinary shares that you purchase in the offering. Our debt agreements limit or prohibit, and any of our future debt arrangements may restrict, among other things, the ability of our subsidiaries, including NCL Corporation Ltd., to pay distributions to the Issuer and our ability to pay cash dividends to our shareholders. In addition, any determination to pay dividends in the future will be entirely at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements, financial condition, business opportunities, contractual restrictions, restrictions imposed by applicable law and other factors that our Board of Directors deems relevant. We are not legally or contractually required to pay dividends. Accordingly, if you purchase ordinary shares in this offering, it is likely that in order to realize a gain on your investment, the price of our ordinary shares will have to appreciate. This may not occur. In addition, we are a holding company and would depend upon our subsidiaries for their ability to pay distributions to us to finance any dividend or pay any other obligations of the Issuer. Investors seeking dividends should not purchase our ordinary shares. See “Dividend Policy.”

Enforcement of civil liabilities against us by our shareholders and others may be difficult.

We are a company incorporated under the laws of Bermuda. In addition, certain of our subsidiaries are organized outside the U.S. Certain of our directors named herein are resident outside the U.S. A substantial portion of our assets and the assets of such individuals are located outside the U.S. As a result, it may not be possible for investors to effect service of process upon us or upon such persons within the U.S. or to enforce against us or them in U.S. courts judgments obtained in U.S. courts predicated upon the civil liability provisions of the U.S. federal securities laws. Furthermore, we have been advised by counsel in Bermuda that the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to the public policy of Bermuda. An action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, may not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, may not be available under Bermuda law or enforceable in a Bermuda court, as they may be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violations of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law. However, section 281 of the Companies Act allows a Bermuda court, in certain circumstances, to relieve officers and directors of Bermuda companies of liability for acts of negligence, breach of duty or trust or other defaults.

Provisions in our constitutional documents may prevent or discourage takeovers and business combinations that our shareholders might consider to be in their best interests.

Following the consummation of this offering, our bye-laws will contain provisions that may delay, defer, prevent or render more difficult a takeover attempt that our shareholders consider to be in their best interests. As a result, these provisions may prevent our shareholders from receiving a premium to the market price of our shares offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our shares if they are viewed as discouraging takeover attempts in the future. These provisions include (subject to the Shareholders’ Agreement):

 

   

the ability of our Board of Directors to designate one or more series of preference shares and issue preference shares without shareholder approval;

 

   

a classified board of directors;

 

   

the sole power of a majority of our Board of Directors to fix the number of directors;

 

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the power of our Board of Directors to fill any vacancy on our Board of Directors in most circumstances, including when such vacancy occurs as a result of an increase in the number of directors or otherwise; and

 

   

advance notice requirements for nominating directors or introducing other business to be conducted at shareholder meetings.

Additionally, our bye-laws will contain provisions that prevent third parties, other than the Apollo Funds, the TPG Viking Funds and Genting HK, from acquiring beneficial ownership of more than 4.9% of its outstanding shares without the consent of our Board of Directors and provide for the lapse of rights, and sale, of any shares acquired in excess of that limit. The effect of these provisions as well as the significant ownership of ordinary shares by our existing shareholders, the Apollo Funds, the TPG Viking Funds and Genting HK, may preclude third parties from seeking to acquire a controlling interest in us in transactions that shareholders might consider to be in their best interests and may prevent them from receiving a premium above market price for their shares. See “Certain Related Party Transactions—The Shareholders’ Agreement” and “Description of Share Capital.”

Any issuance of preference shares could make it difficult for another company to acquire us or could otherwise adversely affect holders of our ordinary shares, which could depress the price of our ordinary shares.

Our Board of Directors has the authority to issue preference shares and to determine the preferences, limitations and relative rights of shares of preference shares and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders, subject to the Shareholders’ Agreement. Our preference shares could be issued with voting, liquidation, dividend and other rights superior to the rights of our ordinary shares. The potential issuance of preference shares may delay or prevent a change in control of us, discouraging bids for our ordinary shares at a premium over the market price, and adversely affect the market price and the voting and other rights of the holders of our ordinary shares. See “Description of Share Capital.”

 

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the U.S. federal securities laws. All statements other than statements of historical facts in this prospectus, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects and objectives of management for future operations (including development plans and objectives relating to our activities), are forward-looking statements. Many, but not all of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend” and “future” and for similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to:

 

   

the adverse impact of the worldwide economic downturn and related factors such as high levels of unemployment and underemployment, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence;

 

   

changes in cruise capacity, as well as capacity changes in the overall vacation industry;

 

   

intense competition from other cruise companies as well as non-cruise vacation alternatives which may affect our ability to compete effectively;

 

   

our substantial leverage, including the inability to generate the necessary amount of cash to service our existing debt, repay our credit facilities if payment is accelerated and incur substantial indebtedness in the future;

 

   

changes in fuel prices or other cruise operating costs;

 

   

the risks associated with operating internationally;

 

   

the continued borrowing availability under our credit facilities and compliance with our financial covenants;

 

   

our ability to incur significantly more debt despite our substantial existing indebtedness;

 

   

the impact of volatility and disruptions in the global credit and financial markets which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees;

 

   

adverse events impacting the security of travel that may affect consumer demand for cruises such as terrorist acts, acts of piracy, armed conflict and other international events;

 

   

the impact of any future changes relating to how travel agents sell and market our cruises;

 

   

the impact of any future increases in the price of, or major changes or reduction in, commercial airline services;

 

   

the impact of the spread of contagious diseases;

 

   

accidents and other incidents affecting the health, safety, security and vacation satisfaction of passengers or causing damage to ships, which could cause the modification of itineraries or cancellation of a cruise or series of cruises;

 

   

the impact of any breaches in data security or other disturbances to our information technology and other networks;

 

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our ability to attract and retain key personnel, qualified shipboard crew, maintain good relations with employee unions, maintain or renegotiate our collective bargaining agreements on favorable terms and prevent any disruptions in work;

 

   

the continued availability of attractive port destinations;

 

   

the control of our Company by certain of our shareholders whose interests may not continue to be aligned with ours;

 

   

the impact of problems encountered at shipyards, as well as, any potential claim, impairment loss, cancellation or breach of contract in connection with our contracts with shipyards;

 

   

changes involving the tax, environmental, health, safety, security and other regulatory regimes in which we operate;

 

   

our ability to obtain insurance coverage on terms that are favorable or consistent with our expectations;

 

   

the lack of acceptance of new itineraries, products or services by our targeted customers;

 

   

our ability to implement brand strategies and our shipbuilding programs, and to continue to expand our brands and business worldwide;

 

   

the costs of new initiatives and our ability to achieve expected cost savings from our new initiatives;

 

   

changes in interest rates and/or foreign currency rates;

 

   

increases in our future fuel expenses related to implementing IMO regulations, which require the use of higher priced low sulfur fuels in certain cruising areas;

 

   

the delivery schedules and estimated costs of new ships on terms that are favorable or consistent with our expectations;

 

   

the impact of pending or threatened litigation and investigations;

 

   

the impact of changes in our credit ratings;

 

   

the possibility of environmental liabilities and other damage that is not covered by insurance or that exceeds our insurance coverage;

 

   

our ability to attain and maintain any price increases for our products;

 

   

the impact of delays, costs and other factors resulting from emergency ship repairs as well as scheduled repairs, maintenance and refurbishment of our ships;

 

   

the implementation of regulations in the U.S. requiring U.S. citizens to obtain passports for travel to additional foreign destinations;

 

   

the impact of weather and natural disasters;

 

   

the risk that the financial results for the quarter and year ended December 31, 2012 may vary from our expectations and may differ materially from the preliminary financial estimates we have provided; and

 

   

other factors set forth under “Risk Factors.”

The above examples are not exhaustive and new risks emerge from time to time. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we will operate in the future. These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based.

 

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USE OF PROCEEDS

We will receive net proceeds from the sale of our ordinary shares in this offering of approximately $414.4 million, after deducting the underwriting discount and other estimated expenses of approximately $32.7 million. If the underwriters exercise their option to purchase additional ordinary shares in full, the net proceeds to us will be approximately $477.6 million.

We intend to use the net proceeds that we receive to (i) prepay an aggregate total of $55.6 million under our Cash Sweep Credit Facilities that becomes payable upon an initial public offering consisting of $21.3 million on our €624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility, $14.7 million on our €308.1 million Pride of Hawai’i loan, $8.0 million on our $334.1 million Norwegian Jewel loan, $10.1 million on our €258.0 million Pride of America loan, and $1.5 million on our €40.0 million Pride of America commercial loan, (ii) pay Genting HK $79.7 million, together with accrued interest, that becomes payable pursuant to the Norwegian Sky Agreement upon an initial public offering and (iii) pay expenses associated with this offering.

We intend to use the balance of the net proceeds that we receive (i) to redeem up to $122.5 million aggregate principal amount of our $350.0 million Senior Notes, plus redemption premiums of up to $11.6 million for such senior notes, (ii) to repay up to $115.0 million aggregate principal amount outstanding under our $750.0 million Senior Secured Revolving Credit Facility and (iii) for general corporate purposes to the extent not otherwise applied to debt repayment. As of September 30, 2012 we did not have an outstanding balance under our $750.0 million Senior Secured Revolving Credit Facility. Subsequently, there is an outstanding balance under this facility.

The foregoing represents our current intentions with respect to the use of the net proceeds of this offering based upon our present plans and business conditions and other than repayment of our Cash Sweep Credit Facilities, payment to Genting HK and payment of expenses associated with this offering, as described above, no specific allocation of the net proceeds has yet been determined. Our determination of whether to use all or a portion of the net proceeds to redeem a portion of our $350.0 million Senior Notes will depend on interest rates and the prices at which our $350.0 million Senior Notes are being purchased and sold in the market (including relative to the redemption price for such notes) at or following the consummation of this offering. In addition, the first optional redemption date under our $450.0 million Senior Secured Notes is November 15, 2013, and we may call a portion of such notes for redemption at that time. Our determination of whether to redeem a portion of our $450.0 million Senior Secured Notes will depend on interest rates and the prices at which our $450.0 million Senior Secured Notes are being purchased and sold in the market (including relative to the redemption price for such notes) at such time.

Any net proceeds used to redeem or repay our indebtedness would be first contributed by the Company to NCL Corporation Ltd. so that NCL Corporation Ltd. may effect such redemption or repayment. Affiliates of certain of the underwriters in this offering currently hold or may in the future hold a portion of the notes that may be redeemed and, accordingly, may receive a portion of the net proceeds from this offering as a result of the redemption of the notes. Pending the application of the net proceeds of this offering as described above, all or a portion of the net proceeds of this offering may be invested by us in short-term interest-bearing investments.

As of September 30, 2012, there was (i) $350.0 million (which does not include the unamortized premium of $5.6 million) aggregate principal amount outstanding of our $350.0 million Senior Notes, which bear interest at a rate of 9.50% per annum and mature on November 15, 2018 and (ii) $450.0 million (which does not include the original issue discount of $3.6 million) aggregate principal amount outstanding of our $450.0 million Senior Secured Notes, which bear interest at a rate of 11.75% per annum and mature on November 15, 2016. We issued our $250.0 million Senior Notes in November 2010 and our $100.0 million Senior Notes in February 2012. The net proceeds from the offering of our $350.0 million Senior Notes were used to repay $147.0 million of certain of our secured term loans, $198.0 million of our $750.0 million Senior Secured Revolving Credit Facility and $0.3 million of our capital lease obligations.

 

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As of September 30, 2012, there was $1,104.7 million aggregate principal amount outstanding under our Cash Sweep Credit Facilities.

A portion of the principal amount of the borrowings under our (i) $334.1 million Norwegian Jewel loan bear interest at a rate of 6.3575% per annum as of December 31, 2009, and at a rate of 6.8575% per annum thereafter; (ii) €40.0 million Pride of America commercial loan bear interest at a rate of 6.845% per annum as of December 31, 2009, and 7.345% per annum thereafter; (iii) €258.0 million Pride of America loan bear interest at a rate of 5.965% per annum as of December 31, 2009, and 6.465% per annum thereafter; and (iv) €308.1 million Pride of Hawai’i loan bear interest at a rate per annum equal to LIBOR plus 1.0% as of December 31, 2009, and LIBOR plus 1.5% thereafter. The interest rate per annum applied to the remaining portion of the principal amount of our $334.1 million Norwegian Jewel loan, €40.0 million Pride of America commercial loan, €258.0 million Pride of America loan, and €308.1 million Pride of Hawai’i loan was LIBOR plus 2.25% as of December 31, 2009; and has been LIBOR plus 2.75% thereafter. A portion of the borrowings under our €624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility bear interest at a rate per annum equal to (i) LIBOR plus (ii) an applicable margin, the maximum of which was 1.49% as of December 31, 2009; is 1.99% from January 2010 until October 2013, and will be 2.20% thereafter. The maximum applicable margin to be applied to the other portion of the outstanding principal amount adds 6% to the figures for each of the aforementioned periods (i.e., 7.49%, 7.99% and 8.20%, respectively). The applicable margin will decrease by 0.1625% if total funded debt to EBITDA ratio, as calculated pursuant to the loan agreement, is between 4.0 and 5.0, and will further decrease by an additional 0.125% if total funded debt to EBITDA ratio, as calculated pursuant to the loan agreement, is less than 4.0.

The principal amount of borrowings under our $750.0 million Senior Secured Revolving Credit Facility bear interest at a rate of LIBOR plus 4.00% per annum.

Our $334.1 million Norwegian Jewel loan matures on August 4, 2017; our €40.0 million Pride of America commercial loan and our €258.0 million Pride of America loan mature on June 6, 2017; our €308.1 million Pride of Hawai’i loan matures on April 19, 2018; the commitments under Tranche A and Tranche B of our €624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility expire on November 28, 2018 and October 1, 2019, respectively; and our $750.0 million Senior Secured Revolving Credit Facility matures on October 28, 2015.

As of September 30, 2012, there was $209.3 (which does not include a $3.5 million fair value discount) million outstanding pursuant to the Norwegian Sky Agreement, which amount is to be repaid over seven equal semi-annual payments beginning June 2013 and has a weighted-average interest rate of 1.52% through maturity.

 

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DIVIDEND POLICY

The Issuer does not intend to pay any dividends after completion of this offering. We intend to retain all available funds and any future earnings to fund the continued development and growth of our business. Our debt agreements restrict, among other things, our ability to pay cash dividends to our shareholders. See “Description of Certain Indebtedness.” Our future dividend policy will also depend on the requirements of any future financing agreements to which we may be a party and other factors considered relevant by our Board of Directors. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, cash requirements, financial condition, business opportunities, contractual restrictions, restrictions imposed by applicable law and other factors that our Board of Directors deems relevant. For a discussion of our cash resources and needs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and capital resources.”

 

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CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2012:

 

   

on an actual basis for NCL Corporation Ltd.;

 

   

for the Issuer, on an as adjusted basis to give effect to the Corporate Reorganization and issuance of shares;

 

   

for the Issuer, as further adjusted for the consummation of this offering and the application of the net proceeds thereof, after deducting underwriting discounts and commissions and estimated offering expenses, as described in “Use of Proceeds” included elsewhere in this prospectus but assuming the underwriters’ option to purchase additional shares has not been exercised; and

 

   

assuming no exchange of the Management NCL Corporation Units for our ordinary shares, as described elsewhere in this prospectus. See “Prospectus Summary—Corporate Reorganization.”

You should read this table in conjunction with our consolidated financial statements and the related notes which are included elsewhere in this prospectus as well as the sections entitled “Selected Consolidated Financial Data,” “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

     As of September 30, 2012  
     Actual     Corporate
Reorganization
As Adjusted
    As
Adjusted(7)
 
     (in thousands, except share and per share data)  

Debt, long-term (including current portion):

      

$450.0 million 11.75% senior secured notes(1)

   $ 450,000      $ 450,000      $ 450,000   

$350.0 million 9.50% senior notes(2)

     350,000        350,000        227,500   

€624.0 million Norwegian Pearl and Norwegian Gem Revolving Credit Facility

     534,794        534,794        491,623   

€308.1 million Pride of Hawai’i loan

     251,182        251,182        236,449   

$334.1 million Norwegian Jewel loan

     150,359        150,359        142,332   

€258.0 million Pride of America loan

     146,173        146,173        136,109   

€40.0 million Pride of America commercial loan

     22,219        22,219        20,689   

Other debt(3)

     1,006,171        1,006,171        891,171   
  

 

 

   

 

 

   

 

 

 

Total debt

     2,910,898        2,910,898        2,595,873   

Due to Affiliate (including current portion)

     206,865 (4)      206,865 (4)      127,214   
  

 

 

   

 

 

   

 

 

 

Total debt and Due to Affiliate

     3,117,763        3,117,763        2,723,087   
  

 

 

   

 

 

   

 

 

 

Shareholders’ equity:

      

Preference shares; $.001 par value, 10,000,000 shares authorized, none outstanding

     —          —          —     

Ordinary shares; actual : $.0012 par value, 40,000,000 shares authorized; 21,000,000 shares issued and outstanding; as adjusted : $.001 par value, 490,000,000 ordinary shares authorized; 200,468,080 ordinary shares issued and outstanding(5)

     25        200        200   

Additional paid-in capital

     2,335,424        2,782,308        2,748,841 (6) 

Accumulated other comprehensive income (loss)

     (23,699     (23,699     (23,699

Retained earnings (deficit)

     (300,238     (300,238     (317,024
  

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

     2,011,512        2,458,571        2,408,318   
  

 

 

   

 

 

   

 

 

 

Total capitalization

   $ 5,129,275      $ 5,576,334      $ 5,131,405   
  

 

 

   

 

 

   

 

 

 

 

 

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(1) Does not reflect original issue discount of $3.6 million. The first optional redemption date under our $450.0 million Senior Secured Notes is November 15, 2013, and we may call a portion of such notes for redemption at that time.
(2) Does not reflect unamortized premium of $5.6 million. “As Adjusted” figure assumes that we use a portion of the net proceeds from this offering to redeem up to $122.5 million aggregate principal amount of our $350.0 million Senior Notes, plus redemption premiums of up to $11.6 million in connection with such redemption.
(3) Includes our $750.0 million Senior Secured Revolving Credit Facility which, as of September 30, 2012, did not have an outstanding balance. Subsequently, there is an outstanding balance under this facility.
(4) Includes $79.7 million which becomes payable to Genting HK pursuant to the Norwegian Sky Agreement upon an initial public offering.
(5) Outstanding shares, as adjusted for the Corporate Reorganization, is based on the sum of (i) actual ordinary shares outstanding of NCL Corporation Ltd. multiplied by a share exchange ratio of 1.0 to 8.42565, for the exchange of the ordinary shares of NCL Corporation Ltd. for our ordinary shares in the Corporate Reorganization and (ii) the ordinary shares sold in this offering. Does not include any shares issuable upon exchange of the Management NCL Corporation Units for our ordinary shares, as described elsewhere in this prospectus, or ordinary shares issuable upon the exercise of the underwriters’ option to purchase additional shares. See “Prospectus Summary—Corporate Reorganization.”
(6) Includes a $2.9 million compensation expense adjustment related to a certain fully-vested co-investment profits interests award.
(7) In connection with our estimated use of proceeds from this offering our cash and cash equivalents will increase by an estimated $8.0 million.

Our determination of whether to use the net proceeds to redeem a portion of our $350.0 million Senior Notes will depend on interest rates and the prices at which our $350.0 million Senior Notes are being purchased and sold in the market (including relative to the redemption price for such notes) at or following the consummation of this offering. If we do not use net proceeds that we receive in this offering to redeem our Senior Notes, we intend to use such net proceeds to redeem or prepay other indebtedness. The foregoing represents our current intentions with respect to the use of the net proceeds of this offering based upon our present plans and business conditions and no specific allocation of the net proceeds has been determined. See “Use of Proceeds”.

 

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DILUTION

If you invest in the Issuer’s ordinary shares, your interest will be diluted to the extent of the difference between the initial public offering price per ordinary share and the net tangible book value per ordinary share upon completion of this offering.

Our net tangible book value at September 30, 2012 was $1,261.1 million, or approximately $7.13 per ordinary share, based on the number of ordinary shares outstanding at most recent quarter for which financial statements are available. Net tangible book value per ordinary share is equal to our total tangible assets less total liabilities, divided by the number of outstanding ordinary shares at September 30, 2012. After giving effect to our issue of 23,529,412 ordinary shares in this offering at an initial public offering price of $19.00 per ordinary share, our net tangible book value at September 30, 2012 would have been approximately $1,669.9 million, or $8.33 per ordinary share, assuming no exchange of the Management NCL Corporation Units for our ordinary shares, as described elsewhere in this prospectus, or ordinary shares issuable upon the exercise of the underwriters’ option to purchase additional shares. See “Prospectus Summary—Corporate Reorganization.” This represents an immediate increase in net tangible book value of $1.20 per ordinary share to existing shareholders and an immediate dilution of $10.67 per ordinary share to new investors purchasing ordinary shares at the initial public offering price. The following table illustrates the per ordinary share dilution:

 

Initial public offering price per share

      $ 19.00   

Net tangible book value per share at most recent quarter for which financial statements are available

   $ 7.13      

Increase in net tangible book value per share attributable to investors in the offering

     1.20      
  

 

 

    

Net tangible book value per share after the offering

        8.33   
     

 

 

 

Dilution per share to new investors

      $ 10.67   
     

 

 

 

The following table summarizes at September 30, 2012, on an adjusted basis for this offering, the number of ordinary shares issued by the Issuer, the total consideration paid to the Issuer and the average price per ordinary share paid by existing shareholders and by investors purchasing ordinary shares in this offering (before deducting the underwriting discount and estimated offering expenses) based upon an initial public offering price of $19.00 per ordinary share, before deducting the underwriting discount and estimated offering expenses:

 

     Shares purchased     Total consideration     Average price
per share
 
     Number      Percent     Amount      Percent    

Existing shareholders

     176,938,668         88.3   $ 2,122,024,000         82.6   $ 11.99   

New investors

     23,529,412         11.7   $ 447,058,828         17.4   $ 19.00   
  

 

 

    

 

 

   

 

 

    

 

 

   

Total

     200,468,080         100.0   $ 2,569,082,828         100.0   $ 12.82   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

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There will be 200,468,080 ordinary shares issued and outstanding after the consummation of this offering (assuming no exercise of the underwriters’ option to purchase additional ordinary shares).

There will be 15,035,106 additional ordinary shares available for future awards under our new long-term incentive plan as of the consummation of this offering. We expect to grant approximately 3.7 million options to acquire our ordinary shares to our management team under our new long-term incentive plan at or shortly following this offering.

 

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SELECTED CONSOLIDATED FINANCIAL DATA

You should read this data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. The data for the nine months ended September 30, 2012 and 2011 has been derived from our unaudited financial statements included elsewhere in this prospectus (with the exception of the consolidated balance sheet as of September 30, 2011 which is not included in this prospectus) and which, in the opinion of management, contain all normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. The data, as it relates to each of the years 2007 through 2011, has been derived from annual financial statements, including our audited consolidated balance sheets as of December 31, 2011 and 2010 and the related consolidated statements of operations and of cash flows for each of the three years in the period ended December 31, 2011 and the notes thereto appearing elsewhere in this prospectus. Our consolidated financial statements have been prepared in accordance with GAAP in the U.S.

 

      Nine Months Ended
September 30,
    Year Ended December 31,  

(in thousands, except per share data)

  2012     2011     2011     2010     2009     2008     2007  

Statement of operations data:

             

Revenue

             

Passenger ticket

  $ 1,257,871      $ 1,225,980      $
1,563,363
  
  $ 1,411,785      $ 1,292,811      $ 1,521,334      $ 1,596,887   

Onboard and other

    515,204        504,750       
655,961
  
    600,343        562,393        585,067        580,007   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    1,773,075        1,730,730       
2,219,324
  
    2,012,128        1,855,204        2,106,401        2,176,894   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cruise operating expense

             

Commissions, transportation and other

    321,640        319,611       
410,709
  
    379,532        377,378        410,053        495,806   

Onboard and other

    136,851        133,650       
169,329
  
    153,137        158,330        182,817        204,768   

Payroll and related

    220,683        219,017       
290,822
  
    265,390        252,425        309,083        374,291   

Fuel

    206,743        181,716       
243,503
  
    207,210        162,683        258,262        193,173   

Food

    95,163        95,336       
124,933
  
    114,064        118,899        126,736        120,633   

Other

    152,759        175,165       
228,580
  
    227,843        220,079        291,522        306,853   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cruise operating expense

    1,133,839        1,124,495       
1,467,876
  
    1,347,176        1,289,794        1,578,473        1,695,524   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other operating expense

             

Marketing, general and administrative

    190,748        193,178       
251,351
  
    264,152        241,615        299,793        287,072   

Depreciation and amortization

    140,900        139,284       
183,985
  
    170,191        152,700        162,565        148,003   

Impairment loss(1)

    —          —         
—  
  
    —          —          128,775        2,565   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other operating expense

    331,648        332,462       
435,336
  
    434,343        394,315        591,133        437,640   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)(2)

    307,588        273,773       
316,112
  
    230,609        171,095        (63,205     43,730   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-operating income (expense)

             

Interest expense, net

    (142,271     (144,439    
(190,187

    (173,672     (114,514     (149,568     (174,025

Other income (expense)(2)

    2,186        (534    
934
  
    (33,951     10,371        1,012        (95,151
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-operating income (expense)

    (140,085     (144,973     (189,253     (207,623     (104,143     (148,556     (269,176
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

  $ 167,503      $ 128,800      $
126,859
  
  $ 22,986      $ 66,952      $ (211,761   $ (225,446
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) per share

             

Basic

  $ 7.89      $ 6.09      $
5.99
  
  $ 1.09      $ 3.22      $ (10.59   $ (11.27
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

  $ 7.83      $ 6.03      $
5.94
  
  $ 1.08      $ 3.21      $ (10.59   $ (11.27
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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      As of or for  the
Nine Months Ended
September 30,
    As of or for the Year Ended December 31,  

(in thousands, except operating
data)

  2012     2011     2011     2010     2009     2008     2007  

Balance sheet data:(3)

             

Assets

             

Cash and cash equivalents

  $ 68,694      $ 47,835      $ 58,926      $ 55,047      $ 50,152      $ 185,717      $ 40,291   

Property and equipment, net

    4,934,434        4,617,318        4,640,093        4,639,281        3,836,127        4,119,222        4,243,872   

Total assets

    5,892,643        5,548,301        5,562,411        5,572,371        4,819,837        5,055,911        5,042,425   

Liabilities and shareholders’ equity

             

Advance ticket sales

    378,240        332,572        325,472        294,180        255,432        250,638        332,802   

Other current liabilities

    350,718        307,309        291,392        280,900        235,020        558,683        291,509   

Current portion of long-term debt

    184,156        144,167        200,582        78,237        3,586        182,487        191,172   

Long-term debt

    2,726,742        2,847,446        2,837,499        3,125,848        2,554,105        2,474,014        2,977,888   

Other long-term liabilities

    241,275        62,934        63,003        52,680        58,654        31,520        4,801   

Total shareholders’ equity(4)

    2,011,512        1,853,873        1,844,463        1,740,526        1,713,040        1,558,569        1,244,253   

Operating data:

             

Passengers carried

    1,160,241        1,160,076        1,530,113        1,404,137        1,318,441        1,270,281        1,304,385   

Passenger Cruise Days

    7,865,959        7,755,229        10,227,438        9,559,049        9,243,154        9,503,839        9,857,946   

Capacity Days

    7,192,091        7,083,888        9,454,570        8,790,980        8,450,980        8,900,816        9,246,715   

Occupancy Percentage

    109.4     109.5     108.2     108.7     109.4     106.8     106.6

Other financial data:

             

Net cash provided by (used in) operating activities

    376,523        323,546        356,990        430,423        117,532        (25,926     36,150   

Net cash used in investing activities

    (229,855     (117,321     (184,797     (977,466     (161,838     (163,607     (581,397

Net cash provided by (used in) financing activities

    (136,900     (213,437     (168,314     551,938        (91,259     334,959        522,008   

Additions to property and equipment

    (229,855     (117,321     (184,797     (977,466     (161,838     (163,607     (582,837

 

(1) In 2008, an impairment loss of $128.8 million was recorded as a result of the cancellation of a contract to build a ship and in 2007, an impairment loss of $2.6 million was recorded as a result of a write-down relating to the sale of Oceanic, formerly known as Independence.

 

(2) In 2010, a loss of $33.1 million was recorded primarily due to losses on foreign exchange contracts associated with the financing of Norwegian Epic. In 2009, 2008 and 2007, foreign currency translation and interest rate swap gains (losses) of $(9.6) million, $101.8 million and $(94.5) million, respectively, were recorded primarily due to fluctuations in the euro/U.S. dollar exchange rate. In 2009 and 2008, these amounts were offset by the change in fair value of our fuel derivative contracts of $20.4 million and $(99.9) million, respectively.

 

(3) In 2011, we had a change in accounting policy (we refer you to Note 2 “Summary of Significant Accounting Policies” in our notes to our consolidated financial statements for the effects of the change for the years ended December 31, 2011, 2010 and 2009). The effects to the consolidated statements of operations in 2008 and 2007 were immaterial and as of December 31, 2008 and 2007, the change resulted in an increase to total assets and total shareholders’ equity of $8.8 million and $8.7 million, respectively.

 

(4) In 2009, we received $100.0 million from our shareholders and issued 1,000,000 additional ordinary shares of $.0012 par value to our shareholders pro rata in accordance with their percentage ownership resulting in an aggregate 21,000,000 ordinary shares of $.0012 par value issued and outstanding as of December 31, 2009 (we refer you to “Consolidated Statements of Changes in Shareholders’ Equity” and Note 5 “Related Party Disclosures” in our notes to our consolidated financial statements).

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Non-GAAP financial measures

We use certain non-GAAP financial measures, such as Net Revenue, Net Yield, Net Cruise Cost and Adjusted EBITDA to enable us to analyze our performance. We utilize Net Revenue and Net Yield to manage our business on a day-to-day basis and believe that they are the most relevant measures of our revenue performance because they reflect the revenue earned by us net of significant variable costs and are commonly used in the cruise industry to measure revenue performance. In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Cost and Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance and are commonly used in the cruise industry as a measurement of costs.

As our business includes the sourcing of passengers and deployment of vessels outside of North America, a portion of our revenue and expenses are denominated in foreign currencies, particularly euro and British Pound sterling, which are subject to fluctuations in currency exchange rates versus our reporting currency, the U.S. dollar. In order to monitor results excluding these fluctuations, we calculate certain non-GAAP measures on a Constant Currency basis whereby current period revenue and expenses denominated in foreign currencies are converted to U.S. dollars using currency exchange rates of the comparable period. We believe that presenting these non-GAAP measures on both a reported and Constant Currency basis is useful in providing a more comprehensive view of trends in our business.

We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to assess operating performance, is a factor in the evaluation of the performance of management and is the primary metric used in determining the Company’s performance incentive bonus paid to its employees. We believe that Adjusted EBITDA is a useful measure in determining the Company’s performance as it reflects certain operating drivers of the Company’s business, such as sales growth, operating costs, marketing, general and administrative expense and other operating income and expense. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Adjusted EBITDA is not a defined term under GAAP. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or measures comparable to net income as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments. Our non-GAAP financial measures may not be comparable to other companies. Please see a historical reconciliation of these measures to items in our consolidated financial statements below in the “Results of Operations” section.

Financial Presentation

Revenue from our cruise and cruise-related activities are categorized by us as “passenger ticket revenue” and “onboard and other revenue.” Passenger ticket revenue and onboard and other revenue vary according to the size of the ship in operation, the length of cruises operated and the markets in which the ship operates. Our revenue is seasonal based on demand for cruises, which has historically been strongest during the summer months.

Passenger ticket revenue primarily consists of revenue for accommodations, meals in certain restaurants on the ship, certain onboard entertainment, and includes revenue for service charges and air and land transportation to and from the ship to the extent passengers purchase these items from us.

 

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Onboard and other revenue primarily consists of revenue from gaming, beverage sales, specialty dining, shore excursions, retail sales and spa services. We record onboard revenue from onboard activities we perform directly or that are performed by independent concessionaires, from which we receive a share of their revenue.

Our cruise operating expense is classified as follows:

 

   

Commissions, transportation and other primarily consists of direct costs associated with passenger ticket revenue. These costs include travel agent commissions, air and land transportation expenses, related credit card fees, costs associated with service charges and certain port expenses.

 

   

Onboard and other primarily consists of direct costs that are incurred in connection with onboard and other revenue. These include costs incurred in connection with shore excursions, beverage sales and gaming.

 

   

Payroll and related consists of the cost of wages and benefits for shipboard employees.

 

   

Fuel includes fuel costs, the impact of certain fuel hedges, and fuel delivery costs.

 

   

Food consists of food costs for passengers and crew.

 

   

Other consists of repairs and maintenance (including Dry-dock costs), ship insurance, Charter costs and other ship expenses.

Critical accounting policies

Our consolidated financial statements have been prepared in accordance with GAAP in the U.S. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make these estimates and judgments. Actual results could differ materially from these estimates. We believe that the following critical accounting policies affect the significant estimates used in the preparation of our consolidated financial statements. These critical accounting policies, which are presented in detail in the notes to our audited consolidated financial statements, relate to ship accounting, asset impairment and contingencies.

Ship accounting

Ships represent our most significant assets, and we record them at cost less accumulated depreciation. Depreciation of ships is computed on a straight-line basis over the estimated service lives of primarily 30 years after a 15% reduction for the estimated residual value of the ship. Improvement costs that we believe add value to our ships are capitalized to the ship and depreciated over the improvements’ estimated useful lives. Repairs and maintenance activities are charged to expense as incurred. We account for Dry-dock costs under the direct expense method which requires us to expense all Dry-dock costs as incurred.

We determine the useful life of our ships based primarily on our estimates of the average useful life of the ships’ major component systems, such as cabins, main diesels, main electric, superstructure and hull. In addition, we consider the impact of anticipated changes in the vacation market and technological conditions and historical useful lives of similarly-built ships. Given the large and complex nature of our ships, our accounting estimates related to ships and determinations of ship improvement costs to be capitalized require considerable judgment and are inherently uncertain. Should certain factors or circumstances cause us to revise our estimate of ship service lives or projected residual values, depreciation expense could be materially lower or higher. If circumstances cause us to change our assumptions in making determinations as to whether ship improvements should be capitalized, the amounts we expense each year as repairs and maintenance costs could increase, partially offset by a decrease in depreciation expense. If we reduced our estimated average 30-year ship service

 

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life by one year, depreciation expense for the year ended December 31, 2011 would have increased by $5.1 million. In addition, if our ships were estimated to have no residual value, depreciation expense for the same period would have increased by $26.1 million.

We believe our estimates for ship accounting are reasonable and our methods are consistently applied. We believe that depreciation expense is based on a rational and systematic method to allocate our ships’ costs to the periods that benefit from the ships’ usage.

Asset impairment

We review our long-lived assets, principally ships, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. We consider historical performance and future estimated results in our evaluation of potential impairment and then compare the carrying amount of the asset to the estimated future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the asset to its fair value. We estimate fair value based on the best information available making whatever estimates, judgments and projections considered necessary. The estimation of fair value is generally measured by discounting expected future cash flows at discount rates commensurate with the risk involved.

Goodwill and other indefinite-lived assets, principally trade names, are reviewed for impairment on an annual basis or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets could not be fully recovered.

We believe our estimates and judgments with respect to our long-lived assets, principally ships, and goodwill and other indefinite-lived intangible assets are reasonable. Nonetheless, if there was a material change in assumptions used in the determination of such fair values or if there is a material change in the conditions or circumstances that influence such assets, we could be required to record an impairment charge. As of December 31, 2011 our annual review supports the carrying value of these assets.

Contingencies

Periodically, we assess potential liabilities related to any lawsuits or claims brought against us or any asserted claims, including tax, legal and/or environmental matters. Although it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our best judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss, if any, can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any. In accordance with the guidance on accounting for contingencies, we accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, although we believe that our estimates and judgments are reasonable, it is possible that certain matters may be resolved for amounts materially different from any estimated provisions or previous disclosures.

 

 

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Results of operations

We reported total revenue, total cruise operating expense, operating income and net income as shown in the following table (in thousands, except per share data):

 

       Nine Months Ended
September 30,
     Year Ended December 31,  
     2012      2011      2011      2010      2009  

Total revenue

   $ 1,773,075       $ 1,730,730       $ 2,219,324       $ 2,012,128       $ 1,855,204   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total cruise operating expense

   $ 1,133,839       $ 1,124,495       $ 1,467,876       $ 1,347,176       $ 1,289,794   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Operating income

   $ 307,588       $ 273,773       $ 316,112       $ 230,609       $ 171,095   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net income

   $ 167,503       $ 128,800       $ 126,859       $ 22,986       $ 66,952   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Earnings per share

              

Basic

   $ 7.89       $ 6.09       $ 5.99       $ 1.09       $ 3.22   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

   $ 7.83       $ 6.03       $ 5.94       $ 1.08       $ 3.21   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table sets forth operating data as a percentage of revenue:

 

      Nine Months Ended
September 30,
    Year Ended December 31,  
    2012     2011     2011     2010     2009  

Revenue

         

Passenger ticket

    70.9     70.8     70.4     70.2     69.7

Onboard and other

    29.1     29.2     29.6     29.8     30.3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    100.0     100.0     100.0     100.0     100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cruise operating expense

         

Commissions, transportation and other

    18.1     18.5     18.5     18.9     20.3

Onboard and other

    7.7     7.7     7.6     7.6     8.5

Payroll and related

    12.4     12.7     13.1     13.2     13.6

Fuel

    11.7     10.5     11.0     10.3     8.8

Food

    5.4     5.5     5.6     5.7     6.4

Other

    8.7     10.1     10.3     11.3     11.9
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total cruise operating expense

    64.0     65.0     66.1     67.0     69.5
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other operating expense

         

Marketing, general and administrative

    10.8     11.2     11.3     13.1     13.0

Depreciation and amortization

    7.9     8.0     8.3     8.5     8.2
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other operating expense

    18.7     19.2     19.6     21.6     21.2
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    17.3     15.8     14.3     11.4     9.3
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-operating income (expense)

         

Interest expense, net

    (8.0 )%      (8.4 )%      (8.6 )%      (8.6 )%      (6.2 )% 

Other income (expense)

    0.1     —       —       (1.7 )%      0.5
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-operating income (expense)

    (7.9 )%      (8.4 )%      (8.6 )%      (10.3 )%      (5.7 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    9.4     7.4    
5.7

    1.1     3.6
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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The following table sets forth selected statistical information:

 

       Nine Months Ended
September 30,
    Year Ended December 31,  
             2012                     2011                     2011                     2010                     2009          

Passengers carried

     1,160,241        1,160,076        1,530,113        1,404,137        1,318,441   

Passenger Cruise Days

     7,865,959        7,755,229        10,227,438        9,559,049        9,243,154   

Capacity Days

     7,192,091        7,083,888        9,454,570        8,790,980        8,450,980   

Occupancy Percentage

     109.4     109.5     108.2     108.7     109.4

Gross Yield and Net Yield were calculated as follows (in thousands, except Capacity Days and Yield data):

 

    Nine Months Ended
September 30,
    Year Ended December 31,  
            2012             2012
Constant
     Currency    
            2011                     2011                     2010                     2009          

Passenger ticket revenue

  $ 1,257,871      $ 1,274,089      $ 1,225,980      $ 1,563,363      $ 1,411,785      $ 1,292,811   

Onboard and other revenue

    515,204        515,204        504,750        655,961        600,343        562,393   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenue

    1,773,075        1,789,293        1,730,730        2,219,324        2,012,128        1,855,204   

Less:

           

Commissions, transportation and other expense

    321,640        325,972        319,611        410,709        379,532        377,378   

Onboard and other expense

    136,851        136,851        133,650        169,329        153,137        158,330   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Revenue

  $ 1,314,584      $ 1,326,470      $ 1,277,469      $ 1,639,286      $ 1,479,459      $ 1,319,496   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capacity Days

    7,192,091        7,192,091        7,083,888        9,454,570        8,790,980        8,450,980   

Gross Yield

  $ 246.53      $ 248.79      $ 244.32      $ 234.74      $ 228.89      $ 219.53   

Net Yield

  $ 182.78      $ 184.43      $ 180.33      $ 173.39      $ 168.29      $ 156.14   

 

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Gross Cruise Cost, Net Cruise Cost and Net Cruise Cost Excluding Fuel were calculated as follows (in thousands, except Capacity Days and per Capacity Day data):

 

      Nine Months Ended
September 30,
    Year Ended December 31,  
            2012             2012
Constant
    Currency    
    2011             2011                     2010                     2009          

Total cruise operating expense

  $ 1,133,839      $ 1,141,792      $ 1,124,495      $ 1,467,876      $ 1,347,176      $ 1,289,794   

Marketing, general and administrative expense

    190,748        192,138        193,178        251,351        264,152        241,615   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Cruise Cost

    1,324,587        1,333,930        1,317,673        1,719,227        1,611,328        1,531,409   

Less:

           

Commissions, transportation and other expense

    321,640        325,972        319,611        410,709        379,532        377,378   

Onboard and other expense

    136,851        136,851        133,650        169,329        153,137        158,330   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Cruise Cost

    866,096        871,107        864,412        1,139,189        1,078,659        995,701   

Less: Fuel expense

    206,743        206,743        181,716        243,503        207,210        162,683   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Cruise Cost Excluding Fuel

  $ 659,353      $ 664,364      $ 682,696      $ 895,686      $ 871,449      $ 833,018   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capacity Days

    7,192,091        7,192,091        7,083,888        9,454,570        8,790,980        8,450,980   

Gross Cruise Cost per Capacity Day

  $ 184.17      $ 185.47      $ 186.01      $ 181.84      $ 183.29      $ 181.21   

Net Cruise Cost per Capacity Day

  $ 120.42      $ 121.12      $ 122.03      $ 120.49      $ 122.70      $ 117.82   

Net Cruise Cost Excluding Fuel per Capacity Day

  $ 91.68      $ 92.37      $ 96.37      $ 94.74      $ 99.13      $ 98.57   

Adjusted EBITDA was calculated as follows (in thousands):

 

    Nine Months
Ended September 30,
    Year Ended December 31,  
    2012     2011     2011     2010     2009  

Net income

  $ 167,503      $ 128,800      $
126,859
  
  $ 22,986      $ 66,952   

Interest expense, net

    142,271        144,439       
190,187
  
    173,672        114,514   

Depreciation and amortization

    140,900        139,284       
183,985
  
    170,191        152,700   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

    450,674        412,523       
501,031
  
    366,849        334,166   

Other (income) expense(a)

    (2,186     534       
(934

    33,951        (10,371

Other(b)

    3,686        4,730       
5,942
  
    4,313        8,459   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

  $ 452,174      $ 417,787      $
506,039
  
  $ 405,113      $ 332,254   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (a) Includes taxes, (gains)/losses on foreign currency, debt translation and derivatives and other (income) expense.
  (b) Includes non-cash compensation. Includes insurance claim recoveries and supplemented P&I insurance call, non-cash costs related to our Shipboard Retirement Plan and management equity grants. Also includes costs related to a mechanical failure on one of our ships in 2009 and a claim related to the S.S. Norway incident in 2003.

 

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Nine Months Ended September 30, 2012 (“2012”) Compared to Nine Months Ended September 30, 2011 (“2011”)

Revenue

Total revenue increased 2.4% in 2012 compared to 2011. Net Revenue increased 2.9% in 2012, primarily due to an increase in Capacity Days of 1.5% and an increase in Net Yield of 1.4%. The increase in Capacity Days in 2012 was primarily due to the timing of certain repairs and maintenance and the increase in Net Yield was primarily due to an increase in passenger ticket pricing. On a Constant Currency basis, Net Yield increased 2.3% in 2012 compared to 2011.

Expense

Total cruise operating expense increased slightly in 2012 compared to 2011 due to an increase in fuel expense as a result of a 14.6% increase in the average fuel price to $653 per metric ton in 2012 from $570 per metric ton in 2011, primarily offset by the timing of certain repairs and maintenance. On a Capacity Day basis, Net Cruise Cost decreased 1.3% as the impact from the timing of certain repairs and maintenance and savings from other ship operating expenses was primarily offset by the increase in fuel expense discussed above. Excluding fuel expense, Net Cruise Cost per Capacity Day decreased 4.9%. On a Constant Currency basis, Net Cruise Cost per Capacity Day decreased slightly and excluding fuel expense decreased 4.2%.

Interest expense, net decreased to $142.3 million in 2012 from $144.4 million in 2011 reflecting lower average interest rates partially offset by the write-off of deferred financing fees related to the prepayment of certain of our credit facilities.

Year Ended December 31, 2011 (“2011”) Compared to Year Ended December 31, 2010 (“2010”)

Revenue

Total revenue increased 10.3% to $2,219.3 million in 2011 compared to $2,012.1 million in 2010. Net Revenue increased 10.8% in 2011, primarily due to an increase in Net Yield of 3.0% and an increase in Capacity Days of 7.5%. The increase in Net Yield was due to an increase in passenger ticket pricing and onboard revenue. The increase in onboard revenue was primarily due to an increase in revenue from our gaming operations, beverage sales and spa. The increase in Capacity Days was due to the addition of Norwegian Epic to the fleet in late June 2010. On a Constant Currency basis, Net Yield increased 2.4% in 2011 compared to 2010.

Expense

Total cruise operating expense increased 9.0% in 2011 compared to 2010 due to an increase in Capacity Days as described above and higher ship operating expenses. The increase in ship operating expenses was primarily due to an increase in fuel expense as a result of a 14.2% increase in average fuel price to $571 per metric ton in 2011 from $500 per metric ton in 2010. Total other operating expense increased slightly compared to 2010 due to an increase in depreciation expense related to Norwegian Epic which entered service in late June 2010 primarily offset by lower general and administrative expenses as a result of ongoing business improvement initiatives and non-recurring expenses related to the launch of Norwegian Epic in 2010. Net Cruise Cost increased 5.6% in 2011 primarily due to an increase in Capacity Days. On a Capacity Day basis, Net Cruise Cost decreased 1.8% primarily due to the decrease in general and administrative expenses discussed above substantially offset by an increase in fuel expense. Excluding fuel expense, Net Cruise Cost per Capacity Day decreased 4.4%. On a Constant Currency basis, Net Cruise Cost per Capacity Day decreased 2.0% and excluding fuel expense decreased 4.7%.

Interest expense, net of capitalized interest, increased to $190.2 million in 2011 from $173.8 million in 2010 primarily due to an increase in average outstanding borrowings related to the financing of Norwegian Epic and

 

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higher average interest rates. Other income (expense) was $0.9 million in 2011 compared to $(34.0) million in 2010. The expense in 2010 was primarily due to losses on foreign exchange contracts associated with the financing of Norwegian Epic.

Year Ended December 31, 2010 (“2010”) Compared to Year Ended December 31, 2009 (“2009”)

Revenue

Total revenue increased 8.5% to $2,012.1 million in 2010 compared to $1,855.2 million in 2009. Net Revenue increased 12.1% in 2010, primarily due to an increase in Net Yield of 7.8% and an increase in Capacity Days of 4.0%. The increase in Net Yield was due to an increase in passenger ticket pricing and onboard revenue. The increase in onboard revenue was primarily due to an increase in revenue from our gaming operations, beverage sales and specialty dining. The increase in Capacity Days was due to the addition of Norwegian Epic to the fleet in late June 2010, partially offset by the departure of Norwegian Majesty from our fleet in October 2009.

Expense

Total cruise operating expense increased 4.4% in 2010 compared to 2009 primarily related to an increase in Capacity Days as described above and higher ship operating expenses. The increase in ship operating expenses was primarily due to an increase in fuel expense as a result of a 27.6% increase in average fuel price to $500 per metric ton in 2010 from $392 per metric ton in 2009 as well as an increase in payroll and related expenses, partially offset by a savings in port charge expenses. Total other operating expense increased 10.2% compared to 2009 with an increase in general and administrative expenses, including inaugural expenses for Norwegian Epic, partially offset by lower expenses associated with business improvement initiatives. Net Cruise Cost increased 8.3% in 2010 compared to 2009. Net Cruise Cost per Capacity Day increased 4.1% primarily due to higher fuel expense per Capacity Day. Depreciation and amortization expense increased 11.5% in 2010 compared to 2009 due to depreciation expense related to Norwegian Epic which entered service in late June 2010.

Interest expense, net of capitalized interest, increased to $173.8 million in 2010 from $115.4 million in 2009 primarily due to higher average interest rates and an increase in average outstanding borrowings related to the financing of Norwegian Epic. Other income (expense) was an expense of $(34.0) million in 2010 compared to income of $10.4 million in 2009. The expense in 2010 was primarily due to losses on foreign exchange contracts associated with the financing of Norwegian Epic. The income in 2009 was primarily due to fuel derivative gains of $20.4 million, partially offset by interest rate swap losses of $5.5 million and foreign currency losses of $4.0 million, primarily due to changes in the exchange rate regarding the revaluation of our euro-denominated debt to U.S. dollars.

Liquidity and Capital Resources

General

As of September 30, 2012, our liquidity was $672.2 million consisting of $68.7 million in cash and cash equivalents and $603.5 million available under our revolving credit facilities. Our primary ongoing liquidity requirements are to finance working capital, capital expenditures, and debt service.

Sources and Uses of Cash

Net cash provided by operating activities was $376.5 million for the nine months ended September 30, 2012 as compared to $323.5 million for the nine months ended September 30, 2011. The change in net cash provided by operating activities reflects the increase in net income to $167.5 million in 2012 compared to $128.8 million in 2011, as well as timing differences in cash receipts and payments relating to operating assets and liabilities and $6.0 million related to the premium received from the issuance of $100.0 mill