Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | NCL CORP Ltd. | ||
Entity Central Index Key | 1,318,742 | ||
Trading Symbol | nclc | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Common Stock Shares Outstanding | 31,164,004 | ||
Entity Public Float | $ 0 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue | |||
Passenger ticket | $ 3,388,954 | $ 3,129,075 | $ 2,176,153 |
Onboard and other | 1,485,386 | 1,215,973 | 949,728 |
Total revenue | 4,874,340 | 4,345,048 | 3,125,881 |
Cruise operating expense | |||
Commissions, transportation and other | 813,559 | 765,298 | 503,722 |
Onboard and other | 298,886 | 272,802 | 224,000 |
Payroll and related | 746,142 | 666,110 | 452,647 |
Fuel | 335,174 | 358,650 | 326,231 |
Food | 200,071 | 179,641 | 168,240 |
Other | 456,393 | 412,948 | 271,784 |
Total cruise operating expense | 2,850,225 | 2,655,449 | 1,946,624 |
Other operating expense | |||
Marketing, general and administrative | 662,671 | 551,180 | 398,659 |
Depreciation and amortization | 432,495 | 432,114 | 273,147 |
Total other operating expense | 1,095,166 | 983,294 | 671,806 |
Operating income | 928,949 | 706,305 | 507,451 |
Non-operating income (expense) | |||
Interest expense, net | (276,859) | (221,859) | (151,754) |
Other income (expense), net | (8,302) | (46,668) | (10,853) |
Total non-operating income (expense) | (285,161) | (268,527) | (162,607) |
Net income before income taxes | 643,788 | 437,778 | 344,844 |
Income tax benefit (expense) | (65) | 22 | (5,739) |
Net income | $ 643,723 | $ 437,800 | $ 339,105 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 643,723 | $ 437,800 | $ 339,105 |
Other comprehensive income (loss): | |||
Shipboard Retirement Plan | 497 | 1,102 | (2,311) |
Cash flow hedges: | |||
Net unrealized gain (loss) related to cash flow hedges | 1,711 | (262,852) | (238,436) |
Amount realized and reclassified into earnings | 95,969 | 91,742 | 13,354 |
Total other comprehensive income (loss) | 98,177 | (170,008) | (227,393) |
Total comprehensive income | $ 741,900 | $ 267,792 | $ 111,712 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 126,041 | $ 113,183 |
Accounts receivable, net | 63,215 | 44,996 |
Inventories | 66,255 | 58,173 |
Prepaid expenses and other assets | 153,168 | 121,259 |
Total current assets | 408,679 | 337,611 |
Property and equipment, net | 10,117,689 | 9,458,805 |
Goodwill | 1,388,931 | 1,388,931 |
Tradenames | 817,525 | 817,525 |
Other long-term assets | 218,295 | 237,472 |
Total assets | 12,951,119 | 12,240,344 |
Current liabilities: | ||
Current portion of long-term debt | 560,193 | 629,840 |
Accounts payable | 37,946 | 45,471 |
Accrued expenses and other liabilities | 541,906 | 643,624 |
Due to Affiliate | 20,769 | |
Due to NCLH | 44,104 | 32,732 |
Advance ticket sales | 1,172,870 | 1,023,973 |
Total current liabilities | 2,357,019 | 2,396,409 |
Long-term debt | 5,838,494 | 5,767,697 |
Other long-term liabilities | 267,933 | 332,879 |
Total liabilities | 8,463,446 | 8,496,985 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity: | ||
Ordinary shares, $.0012 par value; 40,000,000 shares authorized; 31,164,004 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 37 | 37 |
Additional paid-in capital | 3,796,042 | 3,729,628 |
Accumulated other comprehensive income (loss) | (316,186) | (414,363) |
Retained earnings | 1,007,780 | 428,057 |
Total shareholders' equity | 4,487,673 | 3,743,359 |
Total liabilities and shareholders' equity | $ 12,951,119 | $ 12,240,344 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Ordinary shares, par value (in dollars per share) | $ 0.0012 | $ 0.0012 |
Ordinary shares, authorized | 40,000,000 | 40,000,000 |
Ordinary shares, issued | 31,164,004 | 31,164,004 |
Ordinary shares, outstanding | 31,164,004 | 31,164,004 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net income | $ 643,723 | $ 437,800 | $ 339,105 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 445,635 | 450,335 | 304,877 |
Loss on derivatives | 79 | 26,525 | 7,274 |
Deferred income taxes, net | (3,594) | (363) | 3,975 |
Gain on contingent consideration | (43,400) | ||
Write-off of financing fees | 18,930 | 4,070 | 15,628 |
Provision for bad debts and inventory | 3,866 | 5,029 | |
Share-based compensation expense | 66,414 | 42,209 | 14,617 |
Changes in operating assets and liabilities excluding the impact of the Acquisition of Prestige: | |||
Accounts receivable, net | (20,983) | (14,803) | (10,338) |
Inventories | (9,184) | (4,408) | (261) |
Prepaid expenses and other assets | (18,472) | (10,321) | (8,363) |
Accounts payable | (5,794) | (52,740) | 960 |
Accrued expenses and other liabilities | (3,679) | (2,246) | 1,566 |
Advance ticket sales | 134,971 | 218,260 | (23,947) |
Payment of original issue discount | (1,647) | ||
Net cash provided by operating activities | 1,251,912 | 1,054,300 | 645,093 |
Cash flows from investing activities | |||
Acquisition of Prestige, net of cash received | (826,686) | ||
Additions to property and equipment, net | (1,092,091) | (1,121,984) | (964,640) |
Settlement of derivatives | (36,823) | (83,519) | (5,334) |
Investment in trademark | (750) | ||
Net cash used in investing activities | (1,128,914) | (1,206,253) | (1,796,660) |
Cash flows from financing activities | |||
Repayments of long-term debt | (3,744,029) | (1,569,313) | (1,688,720) |
Repayments to Affiliate | (18,522) | (37,042) | (37,043) |
Proceeds from long-term debt | 3,753,928 | 1,855,809 | 3,107,721 |
Dividends | (64,000) | (85,999) | (73,700) |
Due to NCLH | 11,372 | 35,814 | |
Partnership tax distributions | (9,779) | ||
Deferred financing fees and other | (48,889) | (16,995) | (116,182) |
Net cash provided by (used in) financing activities | (110,140) | 182,274 | 1,182,297 |
Net increase in cash and cash equivalents | 12,858 | 30,321 | 30,730 |
Cash and cash equivalents at beginning of year | 113,183 | 82,862 | 52,132 |
Cash and cash equivalents at end of year | $ 126,041 | $ 113,183 | $ 82,862 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Deficit) | Total |
Balance at Dec. 31, 2013 | $ 25 | $ 2,828,568 | $ (16,962) | $ (179,370) | $ 2,632,261 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 14,617 | 14,617 | |||
Transactions with Affiliates, net | (60) | (60) | |||
Dividends | (73,700) | (73,700) | |||
Partnership tax distributions | (9,779) | (9,779) | |||
Issuance of ordinary shares | 12 | 10,152 | 10,164 | ||
Acquisition of Prestige | 834,142 | 834,142 | |||
Other comprehensive income (loss) | (227,393) | (227,393) | |||
Net income | 339,105 | 339,105 | |||
Balance at Dec. 31, 2014 | 37 | 3,687,419 | (244,355) | 76,256 | 3,519,357 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 42,209 | 42,209 | |||
Dividends | (85,999) | (85,999) | |||
Other comprehensive income (loss) | (170,008) | (170,008) | |||
Net income | 437,800 | 437,800 | |||
Balance at Dec. 31, 2015 | 37 | 3,729,628 | (414,363) | 428,057 | 3,743,359 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 66,414 | 66,414 | |||
Dividends | (64,000) | (64,000) | |||
Other comprehensive income (loss) | 98,177 | 98,177 | |||
Net income | 643,723 | 643,723 | |||
Balance at Dec. 31, 2016 | $ 37 | $ 3,796,042 | $ (316,186) | $ 1,007,780 | $ 4,487,673 |
Description of Business and Org
Description of Business and Organization | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business and Organization | 1. Description of Business and Organization We are a leading global cruise company which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. We have 24 ships with approximately 46,500 Berths and plan to introduce eight additional ships through 2025 (we refer you to Note 16— “Subsequent Events”). Norwegian commenced operations from Miami in 1966. In February 2000, Genting HK acquired control of and subsequently became the sole owner of the Norwegian operations. In January 2008, the Apollo Holders acquired 50% of the outstanding ordinary share capital of NCLC. As part of this investment, the Apollo Holders assumed control of NCLC’s Board of Directors. Also, in January 2008, the TPG Viking Funds acquired, in the aggregate, 12.5% of NCLC’s outstanding share capital from the Apollo Holders. In February 2011, NCLH, a Bermuda limited company, was formed with the issuance to the Sponsors of, in aggregate, 10,000 ordinary shares, with a par value of $.001 per share. On January 24, 2013, NCLH consummated the IPO. In connection with the consummation of the IPO, the Sponsors’ ordinary shares in NCLC were exchanged for the ordinary shares of NCLH at a share exchange ratio of 1.0 to 8.42565 and NCLH became the owner of 100% of the ordinary shares and parent company of NCLC (the “Corporate Reorganization”). Accordingly, NCLH contributed $460.0 million to NCLC and the historical financial statements of NCLC became those of NCLH. The Corporate Reorganization was effected solely for the purpose of reorganizing our corporate structure. NCLH had not prior to the completion of the Corporate Reorganization conducted any activities other than those incidental to its formation and to preparations for the Corporate Reorganization and IPO. The Corporate Reorganization resulted in all parties being in the same economic position as they were immediately prior to the IPO. As the economic position of the investors did not change as part of the Corporate Reorganization it is considered a nonsubstantive merger from an accounting perspective. As a result of the Corporate Reorganization, NCLC was treated as a partnership for U.S. federal income tax purposes, and the terms of the partnership (including the economic rights with respect thereto) were set forth in an amended and restated tax agreement for NCLC. Economic interests in NCLC were represented by the partnership interests established under the tax agreement, which we refer to as “NCL Corporation Units.” The NCL Corporation Units held by NCLH (as a result of its ownership of 100% of the ordinary shares of NCLC) represented a 97.3% economic interest in NCLC as of the consummation of the IPO. The remaining 2.7% economic interest in NCLC as of the consummation of the IPO was in the form of Management NCL Corporation Units held by management (or former management). In November 2014, we completed the Acquisition of Prestige. In the fourth quarter of 2014, all Management NCL Corporation Units were exchanged for NCLH ordinary shares and restricted shares. NCLH became the sole member and 100% owner of the economic interests in NCLC and the non-controlling interest no longer exists. Accordingly, NCLC is now treated as a disregarded entity for U.S. federal income tax purposes. No new NCLC profits interests or Management NCL Corporation Units will be issued; however, NCLH has granted, and expects to continue to grant, equity to its employees and members of its Board of Directors under its long-term incentive plan. The Sponsors have completed numerous Secondary Equity Offerings and as of December 31, 2016 have reduced their ownership to 29.4% of NCLH’s ordinary shares (we refer you to Note 8— “Related Party Disclosures”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and contain all normal recurring adjustments necessary for a fair statement of the results for the periods presented. Estimates are required for the preparation of consolidated financial statements in accordance with generally accepted accounting principles and actual results could differ from these estimates. All significant intercompany accounts and transactions are eliminated in consolidation. Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. During the fourth quarter of 2016, we combined liabilities that were previously reflected in accounts payable with accrued liabilities in our consolidated balance sheets to better reflect all accruals in one caption. This change was applied retrospectively. As of December 31, 2016 and December 31, 2015, accrued liabilities increased and accounts payable decreased by $7.2 million and $5.9 million, respectively. This change does not impact net working capital movements, operating cash flows or total current liabilities. Cash and Cash Equivalents Cash and cash equivalents are stated at cost, and include cash and investments with original maturities of three months or less at acquisition and also include amounts due from credit card processors. Restricted Cash Restricted cash consists of cash collateral in respect of certain agreements and is included in prepaid expenses and other assets and other long-term assets in our consolidated balance sheets. Accounts Receivable, Net Accounts receivable are shown net of an allowance for doubtful accounts of $4.7 million and $3.7 million as of December 31, 2016 and 2015, respectively. Inventories Inventories mainly consist of provisions, supplies and fuel and are carried at the lower of cost or market using the first-in, first-out method of accounting. Advertising Costs Advertising costs are expensed as incurred except for those that result in tangible assets, including brochures, which are treated as prepaid expenses and charged to expense as consumed. Advertising costs of $1.3 million and $3.4 million as of December 31, 2016 and 2015, respectively, are included in prepaid expenses and other assets. Expenses related to advertising costs totaled $270.5 million, $232.2 million and $122.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. Property and Equipment, Net Property and equipment are recorded at cost. Major renewals and improvements that we believe add value to our ships are capitalized as a cost of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship. Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our consolidated statements of operations. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets and after a 15% reduction for the estimated residual values of ships as follows: Useful Life Ships 30 years Computer hardware and software 3-10 years Other property and equipment 3-40 years Leasehold improvements Shorter of lease term or asset life Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or related asset life. Long-lived assets are reviewed for impairment, based on estimated future cash flows, 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 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 are 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 Tradenames Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill and other indefinite-lived assets, principally tradenames, 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 use the Step 0 Test which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the fair value of a reporting unit is less than its carrying value. In order to make this evaluation, we consider the following circumstances as well as others: · General macroeconomic conditions such as a deterioration in general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and credit markets; · Industry and market conditions such as a deterioration in the environment in which an entity operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development; · Changes in cost factors that have a negative effect on earnings and cash flows; · Overall financial performance (for both actual and expected performance); · Entity and reporting unit specific events such as changes in management, key personnel, strategy, or customers; litigation; or a change in the composition or carrying amount of net assets; and · Share price (in both absolute terms and relative to peers). We also may conduct a quantitative assessment comparing the fair value of each reporting unit to its carrying value, including goodwill. This is called the Step I Test which consists of a combined approach using the expected future cash flows and market multiples to determine the fair value of the reporting units. Our discounted cash flow valuation reflects our projection for growth and profitability, taking into account our assessment of future market conditions and demand, as well as a determination of a cost of capital that incorporates both business and financial risks. We believe that the combined approach is the most representative method to assess fair value as it utilizes expectations of long-term growth as well as current market conditions. In the third quarter of 2016, based on the performance of the Oceania Cruises reporting unit, we performed an interim goodwill impairment evaluation consisting of a Step I Test. Based on that evaluation, we determined that there was no impairment of goodwill because its fair value exceeded its carrying value. For our annual impairment evaluation, we performed a Step 0 Test for the Norwegian reporting unit and Step I Tests for the Regent Seven Seas and the Oceania Cruises reporting units. Based on those evaluations, we determined that there was no impairment of goodwill because the fair value of each reporting unit exceeded its carrying value. However, if the fair value of any reporting unit declines in future periods, its goodwill may become impaired at that time. As of December 31, 2016, there was $523.0 million, $462.1 million and $403.8 million of goodwill for the Oceania Cruises, Regent Seven Seas and Norwegian reporting units, respectively. As of December 31, 2016, our annual review consisting of the Step 0 and Step I Tests supports the carrying value of these assets. We have concluded that our business has three reporting units. Each brand, Oceania Cruises, Regent and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating results and, therefore, each brand is considered an operating segment. Revenue and Expense Recognition Deposits received from guests for future voyages are recorded as advance ticket sales and are subsequently recognized as passenger ticket revenue along with onboard and other revenue, and all associated direct costs of a voyage are recognized as cruise operating expenses on a pro-rata basis over the period of the voyage. Guest cancellation fees are recognized in passenger ticket revenue in the month of cancellation. Certain of our product offerings are accounted for under the guidance included within multi-element arrangements and result in an allocation of the fair value between passenger ticket revenue and onboard and other revenue. Revenue and expenses include port fees and taxes. The amounts included on a gross basis are $286.6 million, $243.8 million and $240.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For line of credit arrangements and for those debt facilities not fully drawn we defer and present debt issuance costs as an asset. These deferred costs are amortized over the life of the loan agreement. Foreign Currency The majority of our transactions are settled in U.S. dollars. We translate assets and liabilities of our foreign subsidiaries at exchange rates in effect at the balance sheet date. Gains or losses resulting from transactions denominated in other currencies are recognized in our consolidated statements of operations within other income (expense), net and such gains were approximately $4.5 million, $11.0 million and $6.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. Derivative Instruments and Hedging Activity We enter into derivative contracts to reduce our exposure to fluctuations in foreign currency exchange rates, interest rates and fuel prices. The criteria used to determine whether a transaction qualifies for hedge accounting treatment includes the correlation between fluctuations in the fair value of the hedged item and the fair value of the related derivative instrument and its effectiveness as a hedge. As the derivative is marked to fair value, we elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability may be designated as a cash flow hedge. Changes in fair value of derivative instruments that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. To the extent that an instrument is not effective as a hedge, gains and losses are recognized in other income (expense), net in our consolidated statements of operations. Realized gains and losses related to our effective fuel hedges are recognized in fuel expense. For presentation in our consolidated statements of cash flows, we have elected to classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged. Concentrations of Credit Risk We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivative instruments, our New Revolving Loan Facility and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions and insurance companies that we have well-established relationships with and that have credit risks acceptable to us or the credit risk is spread out among a large number of creditors. We do not anticipate non-performance by any of our significant counterparties. Insurance We use a combination of insurance and self-insurance for a number of risks including claims related to crew and guests, hull and machinery, war risk, workers’ compensation, property damage, employee healthcare and general liability. Liabilities associated with certain of these risks, including crew and passenger claims, are estimated actuarially based upon known facts, historical trends and a reasonable estimate of future expenses. While we believe these accruals are adequate, the ultimate losses incurred may differ from those recorded. Income Taxes Deferred tax assets and liabilities are calculated in accordance with the liability method. Deferred taxes are recorded using the currently enacted tax rates that apply in the periods that the differences are expected to reverse. Deferred taxes are not discounted. We provide a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized. With respect to acquired deferred tax assets, future reversals of the valuation allowance will first be applied against goodwill and other intangible assets before recognition of a benefit in our consolidated statements of operations. Share-Based Compensation We recognize expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on service period and not contingent upon any future performance. We refer you to Note 10—“Employee Benefits and Share-Based Compensation.” Segment Reporting We have concluded that our business has a single reportable segment. Each brand, Norwegian, Oceania Cruises and Regent constitutes a business for which discrete financial information is available and management regularly reviews the operating results and, therefore, each brand is considered an operating segment. Our operating segments have similar economic and qualitative characteristics, including similar long-term margins and similar products and services; therefore, we aggregate all of the operating segments into one reportable segment. Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations in the U.S. Revenue attributable to U.S.-sourced guests was 81%, 75% and 73% for the years ended December 31, 2016, 2015 and 2014, respectively. No other individual country’s revenues exceeded 10% in any of our last three years. Revenues by destination were as follows (in thousands): Year Ended December 31, 2016 2015 2014 North America $ 3,132,208 $ 2,743,007 $ 2,388,457 Europe 1,148,403 1,120,705 629,457 Asia-Pacific 196,978 198,131 41,261 Other 396,751 283,205 66,706 Total Revenues $ 4,874,340 $ 4,345,048 $ 3,125,881 Substantially all of our long–lived assets are located outside of the U.S. and consist primarily of our ships. We have 16 ships with Bahamas registry with a carrying value of $7.1 billion and $7.2 billion as of December 31, 2016 and 2015, respectively. We have seven ships with Marshall Island registry with a carrying value of $1.9 billion as of December 31, 2016 and six ships with Marshall Island registry with a carrying value of $1.4 billion as of December 31, 2015. We also have one ship with U.S. registry with a carrying value of $0.3 billion as of December 31, 2016 and 2015. Recently Issued Accounting Policies In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 which simplifies the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The guidance is effective for annual or any interim goodwill impairment tests in years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect to early adopt this guidance. In August 2016, the FASB issued ASU No. 2016-15 which amends Topic 230 (Statement of Cash Flows) to eliminate discrepancies in reporting certain items in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods with early adoption permitted. The transition should be made using a retrospective approach. We do not believe that the adoption of this guidance will be material to our consolidated statements of cash flows. In May 2016, the FASB issued ASU No. 2016-12 which addresses improvements to the guidance on revenue from contracts from customers regarding collectability, noncash consideration, and completed contracts at transition. Additionally, it provides a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The effective date of this guidance is upon adoption of ASU No. 2014-09 which is presented below. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-11 which is a rescission of Securities and Exchange Commission guidance related to the issuance of ASU No. 2014-09 which is presented below. The effective date of this guidance is upon adoption of ASU No. 2014-09. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In April 2016, the FASB issued ASU No. 2016-10 which does not change the core principle of the guidance in ASU No. 2014-09 but clarifies two aspects: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The effective date of this guidance is upon adoption of ASU No. 2014-09. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09 to improve multiple aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods with early adoption permitted. We do not believe that the adoption of this guidance will be material to our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The ASU requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU further modifies lessors’ classification criteria for leases and the accounting for sales-type and direct financing leases. The ASU will also require qualitative and quantitative disclosures designed to give financial statement users additional information on the amount, timing, and uncertainty of cash flows arising from leases. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. The ASU is to be applied using a modified retrospective approach. We are currently reviewing our existing leases to evaluate the impact of the adoption of this guidance to our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11 to simplify the measurement of inventory for all entities. This applies to all inventory that is measured using either the first-in, first-out or average cost method. The guidance requires an entity to measure inventory at the lower of cost and net realizable value. The guidance must be applied prospectively and will be effective for our interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. We have evaluated the impact of the adoption of this guidance to our consolidated financial statements and there will not be a material impact to our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05 to clarify a customer’s accounting for fees paid in a cloud computing arrangement. The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license or if the arrangement should be accounted for as a service contract. This guidance will impact the accounting of software licenses but will not change a customer’s accounting for service contracts. The guidance will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. We have adopted this guidance and there has not been an impact to our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09 which requires entities to recognize revenue through the application of a five-step model, including identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligation and recognition of revenue as the entity satisfies the performance obligations. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. In August 2015, the FASB issued ASU No. 2015-14 deferring the effective date for one year. We can elect to adopt the provisions of ASU No. 2014-09 for annual periods beginning after December 15, 2017 including interim periods within that reporting period or we can elect to early adopt the guidance as of the original effective date. We expect to adopt a modified retrospective application for annual periods beginning after December 15, 2017. We have initiated an assessment of our systems, data and processes related to the implementation of this guidance. This assessment is expected to be completed during 2017. Additionally, we are currently evaluating our performance obligations and believe that our application of the guidance will not result in a material change to our revenue recognition. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 3. Goodwill and Intangible Assets Goodwill and tradenames are not subject to amortization. As of December 31, 2016 and 2015 the carrying values were $1.4 billion for goodwill and $0.8 billion for tradenames. The gross carrying amounts of intangible assets included within other long-term assets, the related accumulated amortization, the net carrying amounts and the weighted-average amortization periods of the Company’s intangible assets are listed in the following tables (in thousands, except amortization period): December 31, 2016 Gross Carrying Accumulated Net Carrying Weighted- Customer relationship $ 120,000 $ (36,593 ) $ 83,407 6.0 Licenses 3,368 (807 ) 2,561 5.6 Non-compete agreements 660 (495 ) 165 1.0 Total intangible assets subject to amortization $ 124,028 $ (37,895 ) $ 86,133 License (Indefinite-lived) $ 4,427 $ — $ — December 31, 2015 Gross Carrying Accumulated Net Carrying Weighted- Customer relationship $ 120,000 $ (15,527 ) $ 104,473 6.0 Backlog 70,000 (70,000 ) — 1.0 Licenses 3,368 (208 ) 3,160 5.6 Total intangible assets subject to amortization $ 193,368 $ (85,735 ) $ 107,633 License (Indefinite-lived) $ 4,427 $ — $ — The aggregate amortization expense is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Amortization expense $ 22,160 $ 73,207 $ 12,528 The following table sets forth the Company’s estimated aggregate amortization expense for each of the five years below (in thousands): Year ended December 31, Amortization 2017 $ 31,067 2018 26,163 2019 18,489 2020 9,906 2021 75 |
The Acquisition of Prestige
The Acquisition of Prestige | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
The Acquisition of Prestige | 4. The Acquisition of Prestige On September 2, 2014, NCLH entered into an agreement with funds affiliated with Apollo and other owners to acquire 100% of the equity of Prestige. On November 19, 2014, we completed the Acquisition of Prestige. The Acquisition of Prestige and the principal factors that contributed to the recognition of goodwill are enhancements of our financial profile which created a company with increased economies of scale, greater operating leverage and synergies. These synergies include revenue enhancements and opportunities for savings in various areas. The Acquisition of Prestige also created a company with greater cash flow generation, accelerating the ability to delever our balance sheet. Consideration for the Acquisition of Prestige consisted of $1.1 billion in cash and non-cash considerations of 19,969,889 NCLH ordinary shares valued at $834.1 million based on the closing market price of NCLH’s shares as of November 18, 2014 and contingent consideration valued at $43.4 million. In addition, we assumed debt of $1.6 billion from Prestige. The contingent consideration arrangement subjected NCLH to an additional cash payment of up to $50 million upon achievement of certain 2015 revenue milestones. The contingent consideration was valued using various projected 2015 revenue scenarios weighted by the likelihood of each scenario occurring. The probability weighted payout was then discounted at an appropriate discount rate commensurate for the risk of meeting the probabilistic cash flows. For more on the contingent consideration valuation, we refer you to “Valuation of Contingent Consideration” below. Prestige is reported in our results of operations from the acquisition date which includes approximately $111.7 million of revenue and approximately $19.7 million of operating loss related to Prestige for the period ended December 31, 2014. The excess of the cost of acquisition over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill, which is not expected to be deductible for tax purposes. Based on this fair valuation, the purchase price was allocated as follows (in thousands): Consideration Allocated: Accounts receivable $ 6,916 Inventories 12,579 Prepaid expenses and other assets 48,670 Amortizable intangible assets 190,000 Property and equipment 2,175,039 Goodwill and tradenames 1,595,126 Other long-term assets 15,607 Current portion of long-term debt (97,006 ) Accounts payable (14,880 ) Accrued expenses and other liabilities (190,256 ) Advance ticket sales (439,313 ) Long-term debt (1,456,038 ) Other long-term liabilities (142,216 ) Total consideration allocated, net of $295.8 million of cash acquired $ 1,704,228 Goodwill and intangible assets acquired included the following (in thousands): Goodwill $ 985,126 Tradenames (indefinite lived) 610,000 Backlog (1 year amortization period) 70,000 Customer relationships (6 year amortization period) 120,000 Pro forma Financial Information (unaudited) The following unaudited pro forma financial information presents the combined results of operations of NCLH and Prestige as if the Acquisition of Prestige had occurred on January 1, 2013. The pro forma results presented below for 2014 combine the historical results of NCLH and Prestige for 2014. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations or financial condition that would have been reported had the Acquisition of Prestige been completed as of January 1, 2013 and should not be taken as indicative of our future consolidated results of operations or financial condition. The unaudited pro forma financial information was as follows (in thousands): Year Ended December 31, 2014 2013 Total revenue $ 4,310,079 $ 3,704,692 Net income (loss) 497,020 (683 ) The unaudited pro forma financial information includes non-recurring pro forma adjustments of $57.5 million in acquisition related expenses within marketing, general and administrative expense, a purchase price adjustment decreasing passenger ticket revenue by $48.9 million, $15.4 million of expenses related to financing transactions in conjunction with the Acquisition of Prestige within interest expense and $70.0 million of amortization related to the backlog intangible asset in the year ended December 31, 2013. Valuation of Contingent Consideration The contingent consideration was valued using various projected 2015 Net Revenue scenarios weighted by the likelihood of each scenario occurring. The probability-weighted payout was then discounted at an appropriate discount rate commensurate for the risk of meeting the probabilistic cash flows. As the fair value was measured based upon significant inputs that are unobservable in the market, it was classified as Level 3 in the fair value hierarchy. Level 3 consists of significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available. The significant unobservable inputs used in the fair value measurement of the Company’s contingent consideration are the estimated annual Net Revenue and the probabilities associated with attaining the threshold and target Net Revenue as defined by the Merger Agreement. A significant increase in the estimated Net Revenue or an increase in the probability associated with reaching the target could have resulted in a significantly higher fair value measurement. The maximum fair value would not be able to exceed $50 million, while an amount of Net Revenue less than 98% of target would result in no payout. For the year ended December 31, 2015, the fair value of the contingent consideration was reduced to zero based upon updates to the probability-weighted assessment of various projected revenue scenarios. The Net Revenue target was not met, and accordingly, we recognized a $43.4 million fair value adjustment during the year ended December 31, 2015, which was included in marketing, general and administrative expense. The following table summarizes the change in fair value of the contingent consideration liability (in thousands): Contingent Balance as of December 31, 2014 $ 43,400 Fair value adjustment (Level 3) (43,400 ) Balance as of December 31, 2015 $ — |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 5. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) for the year ended December 31, 2016 was as follows (in thousands): Accumulated Change Change Accumulated other comprehensive income (loss) at beginning of period $ (414,363 ) $ (405,945 ) $ (8,418 ) Current period other comprehensive income before reclassifications 1,776 1,711 65 Amounts reclassified 96,401 95,969 (1) 432 (2) Accumulated other comprehensive income (loss) at end of period $ (316,186 ) $ (308,265 )(3) $ (7,921 ) (1) We refer you to Note 9—“Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to payroll and related expense. (3) Of the existing amounts related to derivatives designated as cash flow hedges, approximately $31.9 million of loss is expected to be reclassified into earnings in the next 12 months. Accumulated other comprehensive income (loss) for the year ended December 31, 2015 was as follows (in thousands): Accumulated Change Change Accumulated other comprehensive income (loss) at beginning of period $ (244,355 ) $ (234,835 ) $ (9,520 ) Current period other comprehensive income (loss) before reclassifications (262,227 ) (262,852 ) 625 Amounts reclassified 92,219 91,742 (1) 477 (2) Accumulated other comprehensive income (loss) at end of period $ (414,363 ) $ (405,945 ) $ (8,418 ) (1) We refer you to Note 9—“Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to payroll and related expense. Accumulated other comprehensive income (loss) for the year ended December 31, 2014 was as follows (in thousands): Accumulated Change Change Accumulated other comprehensive income (loss) at beginning of period $ (16,962 ) $ (9,753 ) $ (7,209 ) Current period other comprehensive loss before reclassifications (241,125 ) (238,436 ) (2,689 ) Amounts reclassified 13,732 13,354 (1) 378 (2) Accumulated other comprehensive income (loss) at end of period $ (244,355 ) $ (234,835 ) $ (9,520 ) (1) We refer you to Note 9— “Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to payroll and related expense. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2016 2015 Ships $ 10,781,703 $ 10,266,874 Ships improvements 807,233 506,880 Ships under construction 450,372 300,575 Land and land improvements 37,535 19,138 Other 483,744 408,523 12,560,587 11,501,990 Less: accumulated depreciation (2,442,898 ) (2,043,185 ) Property and equipment, net $ 10,117,689 $ 9,458,805 The increase in ships was primarily due to the additions of Seven Seas Explorer and Sirena. Depreciation and amortization expense for the years ended December 31, 2016, 2015 and 2014 was $432.5 million, $432.1 million and $273.1 million, respectively. Repairs and maintenance expenses including Dry-dock expenses were $155.4 million, $124.8 million and $69.9 million for the years ended December 31, 2016, 2015 and 2014, respectively and were recorded within other cruise operating expense. Ships under construction include progress payments to the shipyard, planning and design fees, loan interest and commitment fees and other associated costs. The interest costs capitalized were primarily associated with the construction or revitalization of ships which amounted to $33.7 million, $31.9 million and $22.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consisted of the following: Interest Rate Maturities Balance 2016 2015 Through 2016 2015 (in thousands) $700.0 million 4.750% senior unsecured notes 4.75 % — 2021 $ 691,767 $ — $600.0 million 4.625% senior unsecured notes 4.625 % 4.625 % 2020 592,031 590,037 €662.9 million Norwegian Epic term loan (1) 3.00 % 2.43 % 2022 395,830 460,870 $625.0 million senior secured revolving credit facility — 2.78 % 2018 — 75,000 $750.0 million senior secured revolving credit facility 2.70 % — 2021 129,000 — $350.0 million senior secured term loan facility — 4.00 % 2021 — 338,353 $1,506.6 million term loan facility 2.77 % 2.85 % 2021 1,459,033 1,185,720 €308.1 million Pride of Hawai’i loan (1) 1.83 % 1.27 % 2018 54,601 89,867 $334.1 million Norwegian Jewel term loan 1.83 % 1.28 % 2017 26,919 53,534 €258.0 million Pride of America Hermes loan (1) 1.90 % 1.64 % 2017 12,654 37,778 €529.8 million Breakaway one loan (1) 2.49 % 1.92 % 2025 469,100 522,859 €529.8 million Breakaway two loan (1) 4.50 % 4.50 % 2026 537,478 592,531 €590.5 million Breakaway three loan (1) 2.98 % 2.98 % 2027 653,474 711,187 €729.9 million Breakaway four loan (1) 2.98 % 2.98 % 2029 150,834 108,964 €126 million Norwegian Jewel term loan (1) 1.82 % 1.27 % 2017 7,260 28,649 €126 million Norwegian Jade term loan (1) 1.82 % 1.27 % 2017 7,531 29,149 €666 million Seahawk 1 term loan (1) 3.92 % 3.92 % 2030 137,514 40,845 €666 million Seahawk 2 term loan (1) 3.92 % 3.92 % 2031 42,083 40,845 $680 million 5.25% senior unsecured notes — 5.25 % 2019 — 670,059 Sirena loan 2.75 % 2.75 % 2019 40,465 53,229 Explorer newbuild loan 3.43 % — 2028 320,821 — Marina newbuild loan (2) 1.54 % 1.01 % 2023 290,416 335,135 Riviera newbuild loan (3) 1.81 % 1.08 % 2024 337,174 382,173 Capital lease and license obligations Various Various 2028 42,702 50,753 Total debt 6,398,687 6,397,537 Less: current portion of long-term debt (560,193 ) (629,840 ) Total long-term debt $ 5,838,494 $ 5,767,697 (1) Currently U.S. dollar-denominated. (2) Includes premium of $0.2 million and $0.3 million as of December 31, 2016 and 2015, respectively. (3) Includes premium of $0.3 million and $0.4 million as of December 31, 2016 and 2015, respectively. In June 2016, NCLC and Voyager Vessel Company, LLC, subsidiaries of NCLH, entered into a Second Amended and Restated Credit Agreement (the “Amended Senior Secured Credit Facility”) with a syndicate of banks which restates the Amended and Restated Credit Agreement, dated as of October 31, 2014 (the “Existing Senior Secured Credit Facility”). The Amended Senior Secured Credit Facility amends the Existing Senior Secured Credit Facility to, among other things, (i) (a) increase the aggregate amount of commitments under the Revolving Loan Facility from $625.0 million to $750.0 million (the “New Revolving Loan Facility”) and (b) increase the aggregate principal amount outstanding under the $1.38 billion term loan facility from $1.16 billion to $1.51 billion (the “New Term Loan A Facility”) and (ii) extend the maturity of the New Term Loan A Facility and the New Revolving Loan Facility to June 2021 (the “Extended Maturity Date”). The agreement incorporates a springing maturity date for the New Term Loan A Facility and the New Revolving Loan Facility such that both mature on the earlier date that is 91 days prior to the final maturity date of NCLC’s $600.0 million aggregate principal amount of 4.625% senior unsecured notes due 2020 (the “4.625% Notes”) if on such date (x) the 4.625% Notes have not been repaid (or refinanced with indebtedness maturing after the Extended Maturity Date) by such date and (y) free liquidity does not exceed the aggregate principal amount of outstanding 4.625% Notes by at least $50.0 million. NCLC used proceeds of approximately $1.59 billion from the New Term Loan A Facility and the New Revolving Loan Facility to prepay the entire outstanding principal amount of the Revolving Loan Facility, the $1.38 billion term loan facility and the $350.0 million term loan facility. The New Term Loan A Facility and New Revolving Loan Facility bear interest at a rate per annum of (a) an adjusted LIBOR rate or (b) a base rate determined by reference to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate in effect on such day and (iii) the adjusted LIBOR rate plus 1%, in each case plus an applicable margin that is determined by reference to a total leverage ratio, with an applicable margin of between 2.25% and 1.50% with respect to Eurocurrency loans and between 1.25% and 0.50% with respect to base rate loans. The initial applicable margin for borrowings is 2.25% with respect to Eurocurrency borrowings and 1.25% with respect to base rate borrowings. The New Term Loan A Facility is paid in quarterly installments which commenced in September 2016, in a principal amount equal to (a) in the case of installments payable on or prior to June 6, 2018, 1.25% of the loans outstanding immediately after the closing date under the New Term Loan A Facility and (b) in the case of installments payable after June 6, 2018, 2.50% of the loans outstanding immediately after the closing date under the New Term Loan A Facility, with the remaining unpaid principal amount of loans under the New Term Loan A Facility due and payable in full at maturity on June 6, 2021. Principal amounts outstanding under the New Revolving Loan Facility are due and payable in full at maturity on June 6, 2021, subject to earlier repayment pursuant to the springing maturity date described above. In addition to paying interest on outstanding principal under the borrowings, we are obligated to pay a quarterly commitment fee at a rate determined by reference to a total leverage ratio, with a maximum commitment fee of 40% of the applicable margin for Eurocurrency loans. In July 2016, Breakaway Four, Ltd., as borrower, and NCLC, as guarantor, entered into a Supplemental Agreement, which amended the Breakaway four loan to, among other things, increase the aggregate principal amount of commitments under the multi-draw term loan credit facility from €590.5 million to €729.9 million. In June 2016, we took delivery of Seven Seas Explorer. To finance the payment due upon delivery, we had export credit financing in place for 80% of the contract price. The associated $373.6 million term loan bears interest at 3.43% with a maturity date of June 30, 2028. Principal and interest payments shall be paid semiannually. In December 2016, NCLC issued $700.0 million aggregate principal amount of 4.750% senior unsecured notes due December 2021 (the “Notes”) in a private offering (the “Offering”) at par. NCLC used the net proceeds from the Offering, after deducting the initial purchasers’ discount and estimated fees and expenses, together with cash on hand, to purchase its outstanding 5.25% senior notes due 2019 having an aggregate outstanding principal amount of $680 million. The redemption of the 5.25% senior notes due 2019 was completed in January 2017. NCLC will pay interest on the Notes at 4.750% per annum, semiannually on June 15 and December 15 of each year, commencing on June 15, 2017, to holders of record at the close of business on the immediately preceding June 1 and December 1, respectively. NCLC may redeem the Notes, in whole or part, at any time prior to December 15, 2018, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to, but not including, the redemption date and a “make-whole premium.” NCLC may redeem the Notes, in whole or in part, on or after December 15, 2018, at the redemption prices set forth in the indenture governing the Notes. At any time (which may be more than once) on or prior to December 15, 2018, NCLC may choose to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 104.750% of the face amount thereof with an amount equal to the net proceeds of one or more equity offerings, so long as at least 60% of the aggregate principal amount of the Notes issued remains outstanding following such redemption. The indenture governing the Notes contains covenants that limit NCLC’s ability (and its restricted subsidiaries’ ability) to, among other things: (i) incur or guarantee additional indebtedness or issue certain preferred shares; (ii) pay dividends and make certain other restricted payments; (iii) create restrictions on the payment of dividends or other distributions to NCLC from its restricted subsidiaries; (iv) create liens on certain assets to secure debt; (v) make certain investments; (vi) engage in transactions with affiliates; (vii) engage in sales of assets and subsidiary stock; and (viii) transfer all or substantially all of its assets or enter into merger or consolidation transactions. The indenture governing the Notes also provides for events of default, which, if any of them occurs, would permit or require the principal, premium (if any), interest and other monetary obligations on all of the then-outstanding Notes to become due and payable immediately. Interest expense, net for the year ended December 31, 2016 was $276.9 million which included $34.7 million of amortization of deferred financing fees and a $27.7 million loss on extinguishment of debt. Interest expense, net for the year ended December 31, 2015 was $221.9 million which included $36.7 million of amortization of deferred financing fees and a $12.7 million loss on extinguishment of debt. Interest expense, net for the year ended December 31, 2014 was $151.8 million which included $32.3 million of amortization of deferred financing fees and $15.4 million of expenses related to financing transactions in connection with the Acquisition of Prestige. Certain of our debt agreements contain covenants that, among other things, require us to maintain a minimum level of liquidity, as well as limit our net funded debt-to-capital ratio, maintain certain other ratios and restrict our ability to pay dividends. Substantially all of our ships and other property and equipment are pledged as collateral for certain of our debt. We believe we were in compliance with these covenants as of December 31, 2016. The following are scheduled principal repayments on long-term debt including capital lease obligations as of December 31, 2016 for each of the next five years (in thousands): Year Amount 2017 $ 560,193 2018 554,846 2019 561,687 2020 1,153,733 2021 2,193,823 Thereafter 1,490,322 Total $ 6,514,604 We had an accrued interest liability of $32.5 million and $34.2 million as of December 31, 2016 and 2015, respectively. |
Related Party Disclosures
Related Party Disclosures | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Disclosures | 8. Related Party Disclosures Transactions with Genting HK, the Apollo Holders and the TPG Viking Funds As of December 31, 2016, the ownership percentages of NCLH’s ordinary shares were as follows: Shareholder Number of Percentage Apollo Holders (1) 36,103,782 15.9 % Genting HK (2) 25,398,307 11.2 % TPG Viking Funds (3) 5,329,834 2.3 % (1) The Apollo Holders include NCL Athene LLC, AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., AAA Guarantor—Co-Invest VII, L.P., AIF VI Euro Holdings, L.P., AIF VII Euro Holdings, L.P., Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P. (2) Genting HK owns our ordinary share indirectly through Star NCLC Holdings Ltd., a Bermuda wholly-owned subsidiary. (3) The TPG Viking Funds include TPG Viking, L.P., a Delaware limited partnership, TPG Viking AIV I, L.P., a Cayman Islands exempted limited partnership, TPG Viking AIV II, L.P., a Cayman Islands exempted limited partnership and TPG Viking AIV III, L.P., a Delaware limited partnership. In December 2015, NCLH repurchased 348,553 ordinary shares under NCLH’s repurchase program as a part of a Secondary Equity Offering by the Apollo Holders and Genting HK for approximately $20.0 million. In September 2014, NCLH entered into the Merger Agreement with funds affiliated with Apollo and other owners for total consideration of $3.025 billion (including assumption of debt) in cash and stock. On November 19, 2014, we completed the Acquisition of Prestige. In June 2012, we exercised our option with Genting HK to purchase Norwegian Sky. The purchase price was $259.3 million, which consisted of a $50.0 million cash payment and a $209.3 million payable to Genting HK, $79.7 million of such amount was paid to Genting HK within fourteen days of the consummation of the IPO, together with accrued interest thereon, and the remaining balance was repaid over seven equal semi-annual payments the first of which was due and paid in June 2013 and had a weighted-average interest rate of 1.52% through maturity. The fair value of the payable was $205.5 million based on discounting the future payments at an imputed interest rate of 2.26% per annum, which was commensurate with the Company’s borrowing rate for similar assets. The payable was collateralized by a mortgage and an interest in all earnings, proceeds of insurance and certain other interests related to the ship and is included in the balance sheet caption “Due to Affiliate” on our consolidated balance sheets. We have paid the total amount of $259.3 million to Genting HK in connection with the Norwegian Sky Purchase Agreement through December 31, 2016 and no further payments are due. |
Fair Value Measurements and Der
Fair Value Measurements and Derivatives | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Fair Value Measurements and Derivatives | 9. Fair Value Measurements and Derivatives Fair value is defined as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability). Fair Value Hierarchy The following hierarchy for inputs used in measuring fair value should maximize the use of observable inputs and minimize the use of unobservable inputs by requiring that the most observable inputs be used when available: Level 1 Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates. Level 2 Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources. Level 3 Significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available. Derivatives We are exposed to market risk attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We attempt to minimize these risks through a combination of our normal operating and financing activities and through the use of derivatives. We assess whether derivatives used in hedging transactions are “highly effective” in offsetting changes in the cash flow of our hedged forecasted transactions. We use regression analysis for this hedge relationship and high effectiveness is achieved when a statistically valid relationship reflects a high degree of offset and correlation between the fair values of the derivative and the hedged forecasted transaction. Cash flows from the derivatives are classified in the same category as the cash flows from the underlying hedged transaction. The determination of ineffectiveness is based on the amount of dollar offset between the cumulative change in fair value of the derivative and the cumulative change in fair value of the hedged transaction at the end of the reporting period. If it is determined that a derivative is not highly effective as a hedge, or if the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. In addition, the ineffective portion of our highly effective hedges is recognized in earnings immediately and reported in other income (expense), net in our consolidated statements of operations. There are no amounts excluded from the assessment of hedge effectiveness and there are no credit-risk-related contingent features in our derivative agreements. We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivatives and our New Revolving Loan Facility, is not considered significant, as we primarily conduct business with large, well-established financial institutions that we have established relationships with and that have credit risks acceptable to us or the credit risk is spread out among a large number of creditors. We do not anticipate non-performance by any of our significant counterparties. The following table sets forth our derivatives measured at fair value and discloses the balance sheet location (in thousands): The following table sets forth our derivatives measured at fair value and discloses the balance sheet location (in thousands): Asset Liability Balance Sheet location December 31, December 31, December 31, December 31, Fuel swaps designated as hedging instruments Prepaid expenses and other assets $ 20,288 $ — $ — $ — Accrued expenses and other liabilities — — 44,271 128,740 Other long-term liabilities 13,237 — 38,608 132,494 Foreign currency forward contracts designated as hedging instruments Other long-term assets 14 3,446 — 1,370 Accrued expenses and other liabilities — — 61,788 8,737 Other long-term liabilities — 551 88,920 24,181 Foreign currency collar not designated as a hedging instrument Accrued expenses and other liabilities — — — 42,993 Interest rate swaps designated as hedging instruments Accrued expenses and other liabilities — — 3,331 4,079 Other long-term liabilities — — 1,151 3,395 The fair values of swap and forward contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company determines the value of options and collars utilizing an option pricing model based on inputs that are either readily available in public markets or can be derived from information available in publicly quoted markets. The option pricing model used by the Company is an industry standard model for valuing options and is used by the broker/dealer community. The inputs to this option pricing model are the option strike price, underlying price, risk-free rate of interest, time to expiration, and volatility. The fair value of option contracts considers both the intrinsic value and any remaining time value associated with those derivatives that have not yet settled. The Company also considers counterparty credit risk and its own credit risk in its determination of all estimated fair values. Our derivatives and financial instruments were categorized as Level 2 in the fair value hierarchy, and we had no derivatives or financial instruments categorized as Level 1 or Level 3. Our derivative contracts include rights of offset with our counterparties. We have elected to net certain assets and liabilities within counterparties when the rights of offset exist. We are not required to post cash collateral related to our derivative instruments. The following table discloses the gross and net amounts recognized within assets and liabilities (in thousands): December 31, 2016 Gross Amounts Gross Total Net Gross Net Amounts Assets $ 20,302 $ — $ 20,302 $ (14 ) $ 20,288 Liabilities 238,069 (13,237 ) 224,832 (155,190 ) 69,642 December 31, 2015 Gross Amounts Gross Total Net Gross Net Amounts Assets $ 3,446 $ (1,370 ) $ 2,076 $ (2,043 ) $ 33 Liabilities 344,619 (551 ) 344,068 (336,645 ) 7,423 Fuel Swaps As of December 31, 2016, we had fuel swaps maturing through December 31, 2020 which are used to mitigate the financial impact of volatility in fuel prices pertaining to approximately 1.5 million metric tons of our projected fuel purchases. The effects on the consolidated financial statements of the fuel swaps which were designated as cash flow hedges were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Gain (loss) recognized in other comprehensive income (loss) – effective portion $ 127,470 $ (173,513 ) $ (198,595 ) Loss recognized in other income (expense), net – ineffective portion (12,850 ) (16,011 ) (5,753 ) Amount reclassified from accumulated other comprehensive income (loss) into fuel expense 85,448 75,808 8,388 We had fuel swaps that matured which were not designated as cash flow hedges. These fuel swaps were previously designated as cash flow hedges and were dedesignated due to a change in our expected future fuel purchases mix. The effects on the consolidated financial statements of the fuel swaps which were dedesignated and recognized into earnings were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Amount reclassified from accumulated other comprehensive income (loss) into other income (expense), net $ 2,994 $ 10,000 $ — Loss recognized in other income (expense), net (271 ) (4,727 ) — Fuel Collars and Options We had fuel collars that matured and were used to mitigate the financial impact of volatility in fuel prices of our fuel purchases. The effects on the consolidated financial statements of the fuel collars which were designated as cash flow hedges were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ — $ — $ (1,024 ) Loss recognized in other income (expense), net – ineffective portion — — (292 ) Amount reclassified from accumulated other comprehensive income (loss) into fuel expense — 248 1,888 The effects on the consolidated financial statements of the fuel options which were not designated as hedging instruments were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss recognized in other income (expense), net $ — $ — $ (864 ) Foreign Currency Options We had foreign currency options that matured which consisted of call options with deferred premiums. These options were used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. If the spot rate at the date the ships were delivered was less than the strike price under these option contracts, we would have paid the deferred premium and would not exercise the foreign currency options. The effects on the consolidated financial statements of the foreign currency options which were designated as cash flow hedges were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ — $ — $ (1,157 ) Loss recognized in other income (expense), net – ineffective portion — — (241 ) Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense 1,320 1,320 1,269 Foreign Currency Forward Contracts As of December 31, 2016, we had foreign currency forward contracts which are used to mitigate the financial impact of volatility in foreign currency exchange rates related to our ship construction contracts denominated in euros. The notional amount of our foreign currency forward contracts was €2.6 billion, or $2.7 billion based on the euro/U.S. dollar exchange rate as of December 31, 2016. The effects on the consolidated financial statements of the foreign currency forward contracts which were designated as cash flow hedges were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ (124,058 ) $ (84,187 ) $ (30,686 ) Loss recognized in other income (expense), net – ineffective portion (270 ) (343 ) (7 ) Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense 2,625 116 (243 ) The effects on the consolidated financial statements of the foreign currency forward contracts which were not designated as hedging instruments were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Gain (loss) recognized in other income (expense), net $ (6,133 ) $ 684 $ — Foreign Currency Collar We had foreign currency collars that matured and were used to mitigate the volatility of foreign currency exchange rates related to our ship construction contracts denominated in euros. The effects on the consolidated financial statements of the foreign currency collar which was designated as a cash flow hedge was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ — $ — $ (1,588 ) Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense (364 ) (364 ) (333 ) The effect on the consolidated financial statements of the foreign currency collar which was not designated as a cash flow hedge was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Gain (loss) recognized in other income (expense), net $ 10,312 $ (26,249 ) $ (6,980 ) Interest Rate Swaps As of December 31, 2016, we had interest rate swap agreements to hedge our exposure to interest rate movements and to manage our interest expense. The notional amount of outstanding debt associated with the interest rate swap agreements was $308.5 million as of December 31, 2016. The effects on the consolidated financial statements of the interest rate swaps which were designated as cash flow hedges were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ (1,701 ) $ (5,152 ) $ (5,386 ) Gain (loss) recognized in other income (expense), net – ineffective portion 3 (23 ) — Amount reclassified from other comprehensive income (loss) into interest expense, net 3,946 4,614 2,385 The effects on the consolidated financial statements of the interest rates swap contract which was not designated as a hedging instrument was as follows (in thousands): Year Ended December 31, 2016 2015 2014 Loss recognized in other income (expense), net $ — $ (2 ) $ (3 ) Other The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value. Long-Term Debt As of December 31, 2016 and 2015, the fair value of our long-term debt, including the current portion, was $6,525.7 million and $6,495.5 million, respectively, which was $11.6 million higher and $6.6 million lower, respectively, than the carrying values. The difference between the fair value and carrying value of our long-term debt is due to our fixed and variable rate debt obligations carrying interest rates that are above or below market rates at the measurement dates. The fair value of our long-term debt was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities resulting in Level 2 inputs in the fair value hierarchy. Market risk associated with our long-term variable rate debt is the potential increase in interest expense from an increase in interest rates. The calculation of the fair value of our long-term debt is considered a Level 2 input. Non-recurring Measurements of Non-financial Assets Goodwill and other indefinite-lived assets, principally tradenames, 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. We estimate fair value based on the best information available making whatever estimates, judgments and projections considered necessary. For our Step I Test, the estimation of fair value measured by discounting expected future cash flows at discount rates commensurate with the risk involved are considered Level 3 inputs. As of December 31, 2016, our annual review supports the carrying value of these assets. |
Employee Benefits and Share-Bas
Employee Benefits and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Share based Payments [Abstract] | |
Employee Benefits and Share-Based Compensation | 10. Employee Benefits and Share-Based Compensation Management NCL Corporation Units In 2009, we adopted a profits sharing agreement which authorized us to grant profits interests in the Company to certain key employees. These interests generally vested with the holders based on a combination of performance-based and time-based vesting metrics, each as specified in the profits sharing agreement and each holder’s award agreement. Genting HK, the Apollo Holders and the TPG Viking Funds were entitled to initially receive any distributions made by the Company, pro-rata based on their shareholdings in the Company. Once Genting HK, the Apollo Holders and the TPG Viking Funds received distributions in excess of certain hurdle amounts specified in the profits sharing agreement and each holder’s award agreement, each vested profits interest award generally entitled the holder of such award to a portion of such excess distribution amount. In connection with the Corporate Reorganization, NCLC’s outstanding profits interests granted under its profits sharing agreement to management (or former management) of NCLC were 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 were subject to the same time-based vesting requirements and performance-based vesting requirements applicable to the profits interests for which they were exchanged. We accounted for the exchange of the outstanding profits interests for the economically equivalent number of Management NCL Corporation Units and share-based option awards as an award modification. An award modification requires that the fair value of the awards immediately before the modification and immediately after the modification be determined. We engaged a third-party valuation firm to assist in the completion of a valuation which was derived using a binomial lattice model. It was determined that the post-modification award value derived greater value versus the pre-modification award value, resulting in the recognition of incremental compensation expense. At the date of award modification, approximately $5.5 million of incremental cost associated with vested awards was charged to share-based compensation, with the remaining unvested portion to be charged over the remaining vesting period. The Management NCL Corporation Units, generally consisted of fifty percent of “Time-Based Units” (“TBUs”) and fifty percent of “Performance-Based Units” (“PBUs”). The TBUs generally vested over five years and upon a distribution event, the vesting amount of the PBUs was based on the amount of proceeds that are realized above certain hurdles. In the fourth quarter of 2014, all Management NCL Corporation Units were exchanged for NCLH ordinary shares and restricted shares under a management exchange agreement (the “Management Exchange Agreement”). NCLH became the sole member and 100% owner of the economic interests in NCLC and the non-controlling interest no longer exists as of December 31, 2014. Accordingly, NCLC is now treated as a disregarded entity for U.S. federal income tax purposes. No new NCLC profits interests or Management NCL Corporation Units will be issued; however, NCLH has granted, and expects to continue to grant, equity to its employees and members of its Board of Directors under its long-term incentive plan. The exchange for NCLH ordinary shares and restricted shares, per the Management Exchange Agreement, resulted in no incremental expense after applying the modification accounting treatment as substantially all key terms and conditions remained consistent. As a result of NCLH’s Secondary Equity Offering during August 2015, the last hurdle amount specified in the profits sharing agreement was reached and as such all outstanding PBUs vested. The termination of employment may result in forfeiture of any non-vested TBUs. TBUs that were vested can be either continued by the Company or cancelled and paid to the employee. Cancellation could take place any time after termination but not before two years after the grant date. Amended and Restated 2013 Performance Incentive Plan (“Restated 2013 Plan”) In January 2013, NCLH adopted the 2013 Performance Incentive Plan which provided for the issuance of up to 15,035,106 of NCLH’s ordinary shares pursuant to awards granted under the plan, with no more than 5,000,000 shares being granted to one individual in any calendar year. In May 2016, the plan was amended and restated pursuant to approval from the Board of Directors and NCLH’s shareholders. Among other things, under the Restated 2013 Plan, the number of NCLH’s ordinary shares that may be delivered pursuant to all awards granted under the plan was increased by an additional 12,430,000 shares to a new maximum aggregate limit of 27,465,106 shares. Additionally, the expiration date of the Restated 2013 Plan was extended to March 30, 2026. Share options under the plan are granted with an exercise price equal to the closing market price of NCLH shares at the date of grant. The vesting period for time-based options is typically set at 3, 4 or 5 years with a contractual life ranging from 7 to 10 years. The vesting period for time-based restricted share units is generally 3 years. In connection with an amendment to our President and Chief Executive Officer’s employment agreement in August 2015, NCLH awarded time-based, performance-based and market-based options and restricted stock unit awards to our President and Chief Executive Officer which vest upon the satisfaction of the specified performance period or the achievement of certain performance and market-related metrics during the term of the award agreements. Forfeited awards will be available for subsequent awards under the Restated 2013 Plan. Share Option Awards In March 2016, NCLH granted 1.0 million share option awards to our employees at an exercise price of $50.31 with a contractual term of ten years. The share options vest equally over three years. The fair value of each time-based option award is estimated on the date of grant using the Black-Scholes option-pricing model. The estimated fair value of the share options, less estimated forfeitures, is amortized over the vesting period using the straight-line vesting method. The assumptions used within the option-pricing model for the time-based awards are as follows: 2016 2015 2014 Dividend yield —% —% —% Expected share price volatility 30.36%-33.01% 32.32%-45.33% 48.30%-49.90% Risk-free interest rate 1.20%-1.48% 1.34%-1.92% 1.80%-2.02% Expected term 6.00 years 6.00-6.50 years 6.25 years Expected volatility was determined based on the historical share prices in our industry. The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the expected option term at grant date. The expected term was calculated under the simplified method. Our forfeiture assumption is derived from historical turnover rates and those estimates are revised as appropriate to reflect the actual forfeiture results. The performance-based awards awarded to our President and Chief Executive Officer are subject to performance conditions such that the number of awards that ultimately vest depends on the adjusted earnings per share (“Adjusted EPS”) and adjusted return on invested capital (“Adjusted ROIC”) achieved by NCLH during the performance period compared to targets established at the award date. Because the terms of the performance-based awards provide discretion to make certain adjustments to the performance calculation, the service inception date of these awards precedes the grant date. Accordingly, the Company recognizes compensation expense beginning on the service inception date and remeasures the fair value of the awards until a grant date is established. The estimate of the awards’ fair value will be fixed in the period in which the grant date occurs, and cumulative compensation expense will be adjusted based on the fair value calculated using the Black-Scholes option-pricing model at the grant date. The fair value for the option awards for which a grant date has not been established is estimated on the last date of the reporting period using the Black-Scholes option-pricing model. The estimated fair value of the share options is amortized over the requisite service period using the straight-line vesting method. The assumptions used within the option-pricing model for the performance-based awards for which share-based compensation expense was recognized during 2016 and 2015 are as follows: 2016 2015 Dividend yield —% —% Expected share price volatility 25.97%-30.21% 29.31%-29.86% Risk-free interest rate 1.01%-1.93% 1.76% Expected term 4.38-5.13 years 4.88-5.38 years Expected volatility was determined based on the historical share prices in our industry. The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the expected option term at grant date. The expected term was calculated under the simplified method. The fair value of the market-based share option awards awarded to our President and Chief Executive Officer is estimated using a Monte-Carlo model which values financial instruments whose value is dependent on share price by sampling random paths for share price. The key inputs for the simulation include current share price, risk free rate, and share price volatility. For each simulated path, the model checks if the simulated share price reaches the vesting threshold during the performance period. For each path that reaches the vesting threshold, the payoff upon vesting is calculated. The fair value of the equity grant is determined by averaging the expected payoff across all simulated paths and discounting the average to the valuation date. The below table summarizes the key inputs used in the Monte-Carlo simulation: 2015 Dividend yield —% Expected share price volatility 30.00% Risk-free interest rate 1.34% Expected term Mid-point from vesting to assumed options expiration Expected volatility was determined based on the historical share prices in our industry. The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period. The following is a summary of share option activity under our Restated 2013 Plan for the year ended December 31, 2016 (excludes the impact of 364,584 performance-based awards as no grant date has been established): Number of Share Option Weighted-Average Exercise Weighted- Aggregate Time- Performance- Market- Time- Performance- Market- (years) (in thousands) Outstanding as of January 1, 2016 7,702,071 432,752 208,333 $ 47.35 $ 19.00 $ 59.43 8.59 $ 104,864 Granted 1,095,000 52,083 — 49.88 59.43 — — — Exercised (235,555 ) (51,857 ) — 28.19 19.00 — — — Forfeited and cancelled (786,458 ) — — 49.82 — — — — Outstanding as of December 31, 2016 7,775,058 432,978 208,333 $ 48.04 $ 23.86 $ 59.43 7.81 $ 35,429 Vested and expected to vest as of December 31, 2016 7,558,521 432,978 208,333 $ 48.01 $ 23.86 $ 59.43 7.60 $ 34,926 Exercisable as of December 31, 2016 2,539,348 432,978 — $ 43.30 $ 23.86 $ — 6.67 $ 24,272 The weighted-average grant-date fair value of time-based options granted during the years 2016, 2015 and 2014 was $17.11, $20.90 and $16.86, respectively. The weighted-average reporting period date/established grant-date fair value of performance-based options for which share-based compensation was recognized during 2016 and 2015 was $8.67 and $17.07, respectively. The weighted-average grant-date fair value of market-based options granted during the year 2015 was $12.37. The total intrinsic value of share options exercised during the years 2016, 2015 and 2014 was $5.2 million, $68.0 million and $4.5 million and total cash received by NCLH from exercises was $7.6 million, $69.1 million and $6.1 million, respectively. As of December 31, 2016, there was approximately $70.2 million, $0, and $0.7 million of total unrecognized compensation cost net of estimate forfeitures, related to time-based, performance-based with an established grant date, and market-based options, respectively, granted under our share-based incentive plans which is expected to be recognized over a weighted-average period of 1.75 years, 0 years, and 0.54 years, respectively. Restricted Ordinary Share Awards The following is a summary of restricted share activity of NCLH shares for the year ended December 31, 2016: Number of Weighted- Non-vested as of January 1, 2016 43,653 $ 5.87 Vested (26,429 ) 4.79 Forfeited or expired (352 ) 2.50 Non-vested and expected to vest as of December 31, 2016 16,872 $ 7.63 As of December 31, 2016, there was $0.1 million of total unrecognized compensation cost related to non-vested restricted ordinary share awards. The cost is expected to be recognized over a weighted-average period of 0.44 years. Restricted shares, with the exception of those related to the Management Exchange Agreement, which maintain their original vesting conditions of time and performance, vest in substantially equal quarterly installments over 1 or 2 years or in annual installments over 4 years. The total fair value of shares vested during 2016, 2015, and 2014 was $1.1 million, $40.9 million, and $0.7 million, respectively. Restricted Share Units (“RSUs”) In March 2016, NCLH granted 1.2 million restricted share unit awards to our employees which vest equally over three years. The fair value of the time-based and performance-based RSUs is equal to the closing market price of NCLH shares at the date of grant. The performance-based RSUs awarded to our President and Chief Executive Officer are subject to performance conditions such that the number of awards that ultimately vest depends on the Adjusted EPS and Adjusted ROIC achieved by NCLH during the performance period compared to targets established at the award date. Because the terms of the performance-based awards provide discretion to make certain adjustments to the performance calculation, the service inception date of these awards precedes the grant date. Accordingly, the Company recognizes share-based compensation expense beginning on the service inception date and remeasures the fair value of the awards until a grant date occurs. The estimate of the awards’ fair value will be fixed in the period in which the grant date occurs, and cumulative share-based compensation expense will be adjusted based on the fair value at the grant date. The fair value of the market-based RSUs awarded to our President and Chief Executive Officer is estimated using a Monte-Carlo model which values financial instruments whose value is dependent on share price by sampling random paths for share price. The key inputs for the simulation include current share price, risk free rate, and share price volatility. For each simulated path, the model checks if the simulated share price reaches the vesting threshold during the performance period. For each path that reaches the vesting threshold, the payoff upon vesting is calculated. The fair value of the equity grant is determined by averaging the expected payoff across all simulated paths and discounting the average to the valuation date. The below table summarizes the key inputs used in the Monte-Carlo simulation: 2015 Dividend yield 0% Expected share price volatility 30.00% Risk-free interest rate 1.34% Expected term Mid-point from vesting to assumed awards expiration Expected volatility was determined based on the historical share prices in our industry. The risk-free rate was based on U.S. Treasury zero coupon issues with a remaining term equal to the remaining term of the measurement period. The following is a summary of NCLH’s RSUs activity for the year ended December 31, 2016 (excludes the impact of 87,500 performance-based RSUs as no grant date was established): Number of Weighted- Number of Weighted- Number of Weighted- Non-vested as of January 1, 2016 150,000 $ 59.43 — $ — 50,000 $ 59.43 Granted 1,328,490 $ 49.62 12,500 $ 50.00 — — Vested (50,000 ) $ 57.15 (12,500 ) $ 50.00 — — Forfeited or expired (123,155 ) $ 50.44 — — — Non-vested as of December 31, 2016 1,305,335 $ 50.38 — $ — 50,000 $ 59.43 Non-vested and expected to vest as of December 31, 2016 1,267,692 $ 50.43 — — 50,000 $ 59.43 As of December 31, 2016, there was $45.1 million, $0 and $0.4 million of total unrecognized compensation cost net of estimated forfeitures related to non-vested time-based, non-vested performance-based awards with an established grant date and market-based RSUs, respectively. The cost is expected to be recognized over a weighted-average period of 2.19 years, 0 years and 0.54 years, respectively, for the time-based, performance-based and market-based RSUs. Total taxes paid pursuant to net share settlements in 2016 were $0.9 million. Employee Stock Purchase Plan (“ESPP”) In April 2014, NCLH’s shareholders approved the ESPP. The purpose of the ESPP is to provide eligible employees with an opportunity to purchase NCLH’s ordinary shares at a favorable price and upon favorable terms in consideration of the participating employees’ continued services. A maximum of 2,000,000 of NCLH’s ordinary shares may be purchased under the ESPP. To be eligible to participate in an offering period, on the Grant Date of that period, an individual must be customarily employed by the Company or a participating subsidiary for more than twenty hours per week and for more than five months per calendar year. Participation in the ESPP is also subject to certain limitations. The ESPP is considered to be compensatory based on: a) the 15% purchase price discount and b) the look-back purchase price feature. Since the plan is compensatory, compensation expense must be recorded in the consolidated statements of operations on a straight-line basis over the six-month withholding period. As of December 31, 2016 and 2015, we had a $1.3 million and $1.1 million liability, respectively, for payroll withholdings received. The compensation expense recognized for share-based compensation for the years ended December 31, 2016, 2015 and 2014 was as follows: Share-Based Compensation Expense Classification of expense 2016 2015 2014 (In thousands) Payroll and related (1) $ 7,793 $ — $ — Marketing, general and administrative (2) 58,621 42,209 20,627 (3) Total share-based compensation expense $ 66,414 $ 42,209 $ 20,627 (1) Amounts relate to equity granted to certain of our shipboard officers. (2) Amounts relate to equity granted to certain of our corporate employees. (3) Amount above includes $6.0 million of non-recurring charges associated with the Management Exchange Agreement. Employee Benefit Plans We maintain annual incentive bonus plans for our executive officers and other key employees. Bonuses under these plans become earned and payable based on NCLH’s performance during the applicable performance period and the individual’s continued employment. Company performance criteria include the attainment of certain financial targets and other strategic objectives. Certain employees are employed pursuant to agreements that provide for severance payments. Severance is generally only payable upon an involuntary termination of the employment by us without cause or a termination by the employee for good reason. Severance generally includes a series of cash payments based on the employee’s base salary (and in some cases, bonus), and our payment of the employee’s continued medical benefits for the applicable severance period. We maintain a 401(k) Plan for our shoreside employees, including our executive officers. Participants may contribute up to 100% of eligible compensation each pay period, subject to certain limitations. We make matching contributions equal to 100% of the first 3% and 50% of amounts greater than 3% to and including 10% of each participant’s contributions subject to certain limitations. In addition, we may make discretionary supplemental contributions to the Plan, which shall be allocated to each eligible participant on a pro-rata basis based on the compensation of the participant to the total compensation of all participants. Our matching contributions are vested according to a five-year schedule. The 401(k) Plan is subject to the provisions of ERISA and is intended to be qualified under section 401(a) of the U.S. Internal Revenue Code (the “Code”). Our contributions are reduced by contributions forfeited by those employees who leave the 401(k) Plan prior to vesting fully in the contributions. Forfeited contributions of $0.1 million, $0.4 million and $0.1 million were utilized in the years ended December 31, 2016, 2015 and 2014, respectively. We maintained a Supplemental Executive Retirement Plan (“SERP”), which is a legacy unfunded defined contribution plan for certain executives who were employed by the Company in an executive capacity prior to 2008. The SERP was frozen to future participation following that date. The SERP provided for Company contributions on behalf of the participants to compensate them for the benefits that are limited under the 401(k) Plan. We credited participants under the SERP for amounts that would have been contributed by us to the Company’s previous Defined Contribution Retirement Plan and the former 401(k) Plan without regard to any limitations imposed by the Code. Participants did not make any elective contributions under this plan. As of December 31, 2016 and 2015, the aggregate balance of participants’ deferred compensation accounts under the SERP Plan was $0.5 million and $0.5 million, respectively. We have discontinued this plan following the 2015 contributions and will pay the deferred contributions to participants in early 2017 following the expiration of the required twelve month period. We recorded expenses related to the above 401(k) Plan and SERP of $6.4 million, $5.3 million and $3.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. We maintained a Senior Management Retirement Savings Plan (“SMRSP”), which was a legacy unfunded defined contribution plan for certain employees who were employed by the Company prior to 2001. The SMRSP provided for Company contributions on behalf of the participants to compensate them for the difference between the qualified plan benefits that were previously available under the Company’s cash balance pension plan and the redesigned 401(k) Plan. We credited participants under the SMRSP Plan for the difference in the amount that would have been contributed by us to the Company’s previous Norwegian Cruise Line Pension Plan and the qualified plan maximums of the new 401(k) Plan. We have discontinued this plan following the 2015 contributions and will pay the deferred contributions to participants in early 2017 following the expiration of the required twelve month period. Effective January 2009, we implemented the Shipboard Retirement Plan which computes benefits based on years of service, subject to eligibility requirements of the Shipboard Retirement Plan. The Shipboard Retirement Plan is unfunded with no plan assets. The current portion of the projected benefit obligation of $1.2 million and $1.1 million was included in accrued expenses and other liabilities as of December 31, 2016 and 2015, respectively and $21.4 million and $20.0 million was included in other long-term liabilities in our consolidated balance sheets as of December 31, 2016 and 2015, respectively. The amounts related to the Shipboard Retirement Plan were as follows (in thousands): As of or for the Year Ended December 31, 2016 2015 2014 Pension expense: Service cost $ 1,863 $ 1,793 $ 1,393 Interest cost 874 738 728 Amortization of prior service cost 378 378 378 Amortization of actuarial loss 54 99 — Total pension expense $ 3,169 $ 3,008 $ 2,499 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 21,078 $ 19,730 $ 15,570 Service cost 1,863 1,793 1,393 Interest cost 874 738 728 Actuarial gain (loss) (65 ) (625 ) 2,689 Direct benefit payments (1,145 ) (558 ) (650 ) Projected benefit obligation at end of year $ 22,605 $ 21,078 $ 19,730 Amounts recognized in the consolidated balance sheets: Projected benefit obligation $ 22,605 $ 21,078 $ 19,730 As of or for the Year Ended December 31, 2016 2015 2014 Amounts recognized in accumulated other comprehensive income (loss): Prior service cost $ (4,915 ) $ (5,293 ) $ (5,671 ) Accumulated actuarial loss (3,008 ) (3,126 ) (3,849 ) Accumulated other comprehensive income (loss) $ (7,923 ) $ (8,419 ) $ (9,520 ) The discount rates used in the net periodic benefit cost calculation for the years ended December 31, 2016, 2015 and 2014 were 4.3%, 3.8% and 4.8%, respectively, and the actuarial loss is amortized over 18.89 years. The discount rate is used to measure and recognize obligations, including adjustments to other comprehensive income (loss), and to determine expense during the periods. It is determined by using bond indices which reflect yields on a broad maturity and industry universe of high-quality corporate bonds. The pension benefits expected to be paid in each of the next five years and in aggregate for the five years thereafter are as follows (in thousands): Year Amount 2017 $ 1,182 2018 1,077 2019 1,144 2020 1,154 2021 1,231 Next five years 8,185 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes We are incorporated in Bermuda. Under current Bermuda law, we are not subject to tax on income and capital gains. We have received from the Minister of Finance under The Exempted Undertakings Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 31, 2035. In January 2008, NCLC became a partnership for U.S. federal income tax purposes and therefore incurred no U.S. federal or state income tax liability for the year 2014. Each partner was required to take into account its allocable share of items of income, gain, loss and deduction of the partnership in computing its U.S. federal income tax liability, regardless of whether or not cash distributions are made. For the taxable years ended 2015 and 2016, NCLC was treated as a disregarded entity for U.S. federal income tax purposes and will be going forward. One of NCLC’s subsidiaries files a U.S. federal and Hawaii income tax return. The components of net income before income taxes consist of the following (in thousands): Year Ended 2016 2015 2014 Bermuda $ — $ — $ — Foreign - Other 643,788 437,778 344,844 Total 643,788 437,778 344,844 The components of the provision for income taxes consisted of the following (in thousands): Year Ended 2016 2015 2014 Current: Bermuda $ — $ — $ — United States (36 ) (36 ) (540 ) Foreign - Other (3,623 ) (305 ) (3,394 ) Total current: (3,659 ) (341 ) (3,934 ) Deferred: Bermuda — — — United States 3,594 363 (1,805 ) Foreign - Other — — — Total deferred: 3,594 363 (1,805 ) Income tax benefit (expense) $ (65 ) $ 22 $ (5,739 ) Our reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax expense was as follows (in thousands): Year Ended 2016 2015 2014 Tax at Bermuda statutory rate $ — $ — $ — Foreign income taxes at different rates (2,383 ) 58 4,812 Tax contingencies (286 ) (36 ) — Return to provision adjustments (990 ) — — Valuation allowance 3,594 — (10,551 ) Total $ (65 ) $ 22 $ (5,739 ) Deferred tax assets and liabilities were as follows (in thousands): As of December 31, 2016 2015 Deferred tax assets: Loss carryforwards $ 102,636 $ 85,443 Other 1,429 1,460 Valuation allowance (64,573 ) (61,437 ) Total net deferred tax assets 39,492 25,466 Deferred tax liabilities: Property and equipment (37,001 ) (26,569 ) Total deferred tax liabilities (37,001 ) (26,569 ) Net deferred tax asset (liability) $ 2,491 $ (1,103 ) NCLC has U.S. net operating loss carryforwards of $256.3 million and $197.0 million, for the years ended December 31, 2016 and 2015, respectively, which begin to expire in 2023. In 2016, based on the weight of available evidence, the Company reversed a valuation allowance in the amount of $3.6 million with respect to the U.S. deferred tax assets of one of our U.S. subsidiaries. Included above are deferred tax assets associated with our operations in Norway for which we have provided a full valuation allowance. NCLC has Norway net operating loss carryforwards of $22.9 million and $35.1 million for the years ended December 31, 2016 and 2015, respectively, which can be carried forward indefinitely. Included above are deferred tax assets associated with our branch operations in the U.K. for which we have provided a full valuation allowance. NCLC has U.K. net operating loss carryforwards of $9.5 million and $12.5 million for the years ended December 31, 2016 and December 31, 2015, respectively, which can be carried forward indefinitely. On November 19, 2014, we acquired the stock of Prestige. Included above are deferred tax assets associated with Prestige, including U.S. net operating loss carryforwards of $151.2 million and $126.9 million for the years ended December 31, 2016 and 2015, respectively, which begin to expire in 2023. In 2014, we recorded a valuation allowance of $36.5 million with respect to the Prestige deferred tax assets based on the weight of available evidence. Section 382 of the Code may limit the amount of taxable income that can be offset by the Prestige NOL carryforwards. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): As of December 31, 2016 2015 Unrecognized tax benefits, beginning of the year $ 1,394 $ 1,394 Gross increases in tax positions from prior periods 250 — Unrecognized tax benefits, end of year $ 1,644 $ 1,394 If the $1.6 million unrecognized tax benefits at December 31, 2016 were recognized, our effective tax rate would be affected. We believe it is reasonably possible that the expiration of statute of limitations could result in significant reductions to our unrecognized tax benefits within 12 months of the reporting date. We recognize interest and penalties related to unrecognized tax benefits in income tax expense. We file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. We are generally no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by authorities for years prior to 2011, except for years in which NOLs generated prior to 2011 are utilized. Due to our international structure as well as the existence of international tax treaties that exempt taxation on certain activities, the repatriation of earnings from our subsidiaries would have no tax impact. We derive our income from the international operation of ships. We are engaged in a trade or business in the U.S. and receive income from sources within the U.S. Under Section 883, certain foreign corporations are exempt from U. S. federal income or branch profits tax on U.S.-source income derived from or incidental to the international operation of ships. Applicable U.S. treasury regulations provide that a foreign corporation will qualify for the benefits of Section 883 if, in relevant part: (i) the foreign country in which the corporation is organized grants an equivalent exemption for income from the operation of ships of sufficiently broad scope to corporations organized in the U.S., and (ii) the foreign corporation has one or more classes of stock that are “primarily and regularly traded on an established securities market” in the U.S. or another qualifying country. We believe that we qualify for the benefits of Section 883 because we are incorporated in qualifying countries and our ordinary shares are primarily and regularly traded on an established securities market in the U.S. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Operating Leases Total expense under non-cancelable operating lease commitments, primarily for offices, motor vehicles and office equipment was $15.0 million, $12.6 million and $9.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, minimum annual rentals for non-cancelable leases with initial or remaining terms in excess of one year were as follows (in thousands): Year Amount 2017 $ 15,759 2018 15,574 2019 15,130 2020 14,565 2021 14,284 Thereafter 76,279 Total minimum annual rentals $ 151,591 Rental payments applicable to such operating leases are recognized on a straight-line basis over the term of the lease. Ship Construction Contracts We have Norwegian Joy, Norwegian Bliss and one additional Breakaway Plus Class Ship on order for delivery in the spring of 2017, spring of 2018 and the fall of 2019, respectively. These ships will be amongst the largest in our fleet, each reaching approximately 164,600 Gross Tons. The combined contract price of these three ships is approximately €2.6 billion, or $2.7 billion based on the euro/U.S. dollar exchange rate as of December 31, 2016. We have export credit financing in place that provides financing for 80% of their contract prices. We have an Explorer Class Ship on order with an original contract price of approximately €422.0 million, or approximately $443.8 million based on the euro/U.S. dollar exchange rate as of December 31, 2016. We have export credit financing in place that provides financing for 80% of the contract price. The Explorer Class Ship is expected to be delivered in the winter of 2020. In connection with the contracts to build the ships, we do not anticipate any contractual breaches or cancellation to occur. However, if any would occur, it could result in, among other things, the forfeiture of prior deposits or payments made by us and potential claims and impairment losses which may materially impact our business, financial condition and results of operations. As of December 31, 2016, minimum annual payments for non-cancelable ship construction contracts with initial or remaining terms in excess of one year were as follows (in thousands): Year Amount 2017 $ 976,005 2018 981,534 2019 869,745 2020 326,711 Total minimum annual payments $ 3,153,995 Port Facility Commitments As of December 31, 2016, future commitments to pay for usage of certain port facilities were as follows (in thousands): Year Amount 2017 $ 54,301 2018 36,584 2019 29,895 2020 30,360 2021 30,838 Thereafter 105,015 Total port facility future commitments $ 286,993 Other Commitments The FMC requires evidence of financial responsibility for those offering transportation on passenger ships operating out of U.S. ports to indemnify passengers in the event of non-performance of the transportation. Accordingly, each of our three brands are required to maintain a $30.0 million third-party performance guarantee in respect of liabilities for non-performance of transportation and other obligations to passengers. The guarantee requirements are subject to additional consumer price index-based adjustments. Also, our brands have a legal requirement to maintain a security guarantee based on cruise business originated from the U.K. As of December 31, 2016, approximately British Pound Sterling 10.5 million was in place as a security guarantee. We also are required to establish financial responsibility by other jurisdictions to meet liability in the event of non-performance of our obligations to passengers from those jurisdictions. From time to time, various other regulatory and legislative changes have been or may in the future be proposed that may have an effect on our operations in the U.S. and the cruise industry in general. Litigation In the normal course of our business, various claims and lawsuits have been filed or are pending against us. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of our liability is typically limited to our deductible amount. Nonetheless, the ultimate outcome of these claims and lawsuits that are not covered by insurance cannot be determined at this time. We have evaluated our overall exposure with respect to all of our threatened and pending litigation and, to the extent required, we have accrued amounts for all estimable probable losses associated with our deemed exposure. We are currently unable to estimate any other potential contingent losses beyond those accrued, as discovery is not complete nor is adequate information available to estimate such range of loss or potential recovery. However, based on our current knowledge, we do not believe that the aggregate amount or range of reasonably possible losses with respect to these matters will be material to our consolidated results of operations, financial condition or cash flows. We intend to vigorously defend our legal position on all claims and, to the extent necessary, seek recovery. |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), Net | 13. Other Income (Expense), Net Other income (expense), net was $8.3 million in 2016, $46.7 million in 2015 and $10.9 million in 2014. In 2016, the expense was primarily related to $16.1 million of unrealized and realized losses on fuel swap derivative hedge contracts partially offset by $4.5 million of gains on foreign currency exchange and $3.9 million of gains on foreign currency exchange derivative hedge contracts. In 2015, the expense was primarily related to $30.7 million of losses from the dedesignation of certain fuel swap derivative hedge contracts and the ineffectiveness of settled fuel swaps in 2015. Also included in 2015 was an expense of $26.2 million related to the fair value adjustment of a foreign exchange collar which does not receive hedge accounting treatment partially offset by $11.0 million of foreign currency transaction gains. In 2014, the expense was primarily related to $7.2 million of losses on foreign currency exchange derivative hedge contracts and the fair value adjustment of a foreign exchange collar which does not receive hedge accounting treatment, $6.9 million of losses related to fuel swap derivative hedge contracts and $3.0 million of losses related to a deferred revenue adjustment partially offset by $6.0 million of gains on foreign currency exchange. |
Concentration Risk
Concentration Risk | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | 14. Concentration Risk We contract with a single vendor to provide many of our hotel and restaurant services including both food and labor costs. We incurred expenses of $137.2 million, $122.4 million and $11.4 million for the years ended December 31, 2016, 2015 and 2014, respectively, which are recorded in payroll and related in our consolidated statements of operations. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 15. Supplemental Cash Flow Information For the years ended December 31, 2016, 2015 and 2014 we paid interest and related fees of $303.2 million, $218.3 million and $233.5 million, respectively. For the year ended December 31, 2016, we had non-cash investing activities in connection with property and equipment of $26.7 million and for the year ended December 31, 2015, we had non-cash investing activities in connection with capital leases of $31.1 million. For the year ended December 31, 2015 and 2014 we had non-cash investing activities for capital expenditures of $41.1 million and $13.0 million, respectively. For the year ended December 31, 2014, we had a non-cash investing and financing activity related to a seller financed capital expenditure of $82.0 million. For the years ended December 31, 2016, 2015 and 2014 we paid income taxes of $8.8 million, $10.3 million and $9.8 million, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events In February 2017, we announced that we plan to introduce an additional four ships with expected delivery dates through 2025 and we have an option to introduce two additional ships for delivery in 2026 and 2027, subject to certain conditions. These four ships are each 140,000 gross tons with approximately 3,300 Berths. The contract price for each of the four ships is approximately €800.0 million, subject to certain conditions, or $841.4 million based on the exchange rate as of December 31, 2016. We have obtained export credit financing for the four ships to fund approximately 80% of the contract price of each ship expected to be delivered through 2025, subject to certain conditions. |
Quarterly Selected Financial Da
Quarterly Selected Financial Data (Unaudited) (in thousands) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Selected Financial Data (Unaudited) (in thousands) | 17. Quarterly Selected Financial Data (Unaudited) (in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter 2016 2015 2016 2015 2016 2015 2016 2015 Total revenue $ 1,077,632 $ 938,182 $ 1,186,835 $ 1,085,433 $ 1,484,736 $ 1,284,910 $ 1,125,137 $ 1,036,523 Operating income 132,266 61,006 227,756 218,201 414,260 307,611 154,667 119,487 Net income (loss) 74,973 (20,023 ) 148,099 161,836 346,003 256,293 74,648 39,694 The seasonality of the North American cruise industry generally results in the greatest demand for cruises during the Northern Hemisphere’s summer months. This predictable seasonality in demand has resulted in fluctuations in our revenue and results of operations. The seasonality of our results is increased due to ships being taken out of service for regularly scheduled Dry-docks, which we typically scheduled during non-peak demand periods. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Additions Description Balance Charged to Charged to Deductions (a) Balance Valuation allowance on deferred tax assets $ 84,695 $ — $ 47,032 $ (50,023 ) $ 81,704 Additions Description Balance Charged to Charged to Deductions (a) Balance Valuation allowance on deferred tax assets $ 81,704 $ — $ — $ (20,267 ) $ 61,437 Description Balance Charged to Charged to Deductions (a) Balance Valuation allowance on deferred tax assets $ 61,437 $ — $ 9,382 $ (6,246 ) $ 64,573 (a) Amount relates to (i) utilization of deferred tax assets and (ii) revaluation of deferred tax assets from their functional currency to USD. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and contain all normal recurring adjustments necessary for a fair statement of the results for the periods presented. Estimates are required for the preparation of consolidated financial statements in accordance with generally accepted accounting principles and actual results could differ from these estimates. All significant intercompany accounts and transactions are eliminated in consolidation. |
Reclassification | Reclassification Certain amounts in prior periods have been reclassified to conform to the current period presentation. During the fourth quarter of 2016, we combined liabilities that were previously reflected in accounts payable with accrued liabilities in our consolidated balance sheets to better reflect all accruals in one caption. This change was applied retrospectively. As of December 31, 2016 and December 31, 2015, accrued liabilities increased and accounts payable decreased by $7.2 million and $5.9 million, respectively. This change does not impact net working capital movements, operating cash flows or total current liabilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents are stated at cost, and include cash and investments with original maturities of three months or less at acquisition and also include amounts due from credit card processors. |
Restricted Cash | Restricted Cash Restricted cash consists of cash collateral in respect of certain agreements and is included in prepaid expenses and other assets and other long-term assets in our consolidated balance sheets. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are shown net of an allowance for doubtful accounts of $4.7 million and $3.7 million as of December 31, 2016 and 2015, respectively. |
Inventories | Inventories Inventories mainly consist of provisions, supplies and fuel and are carried at the lower of cost or market using the first-in, first-out method of accounting. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred except for those that result in tangible assets, including brochures, which are treated as prepaid expenses and charged to expense as consumed. Advertising costs of $1.3 million and $3.4 million as of December 31, 2016 and 2015, respectively, are included in prepaid expenses and other assets. Expenses related to advertising costs totaled $270.5 million, $232.2 million and $122.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost. Major renewals and improvements that we believe add value to our ships are capitalized as a cost of the ship while costs of repairs and maintenance, including Dry-dock costs, are charged to expense as incurred. During ship construction, certain interest is capitalized as a cost of the ship. Gains or losses on the sale of property and equipment are recorded as a component of operating income (expense) in our consolidated statements of operations. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets and after a 15% reduction for the estimated residual values of ships as follows: Useful Life Ships 30 years Computer hardware and software 3-10 years Other property and equipment 3-40 years Leasehold improvements Shorter of lease term or asset life Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or related asset life. Long-lived assets are reviewed for impairment, based on estimated future cash flows, 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 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 are 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 Tradenames | Goodwill and Tradenames Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill and other indefinite-lived assets, principally tradenames, 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 use the Step 0 Test which allows us to first assess qualitative factors to determine whether it is more likely than not (i.e., more than 50%) that the fair value of a reporting unit is less than its carrying value. In order to make this evaluation, we consider the following circumstances as well as others: · General macroeconomic conditions such as a deterioration in general economic conditions; limitations on accessing capital; fluctuations in foreign exchange rates; or other developments in equity and credit markets; · Industry and market conditions such as a deterioration in the environment in which an entity operates; an increased competitive environment; a decline in market-dependent multiples or metrics (in both absolute terms and relative to peers); a change in the market for an entity’s products or services; or a regulatory or political development; · Changes in cost factors that have a negative effect on earnings and cash flows; · Overall financial performance (for both actual and expected performance); · Entity and reporting unit specific events such as changes in management, key personnel, strategy, or customers; litigation; or a change in the composition or carrying amount of net assets; and · Share price (in both absolute terms and relative to peers). We also may conduct a quantitative assessment comparing the fair value of each reporting unit to its carrying value, including goodwill. This is called the Step I Test which consists of a combined approach using the expected future cash flows and market multiples to determine the fair value of the reporting units. Our discounted cash flow valuation reflects our projection for growth and profitability, taking into account our assessment of future market conditions and demand, as well as a determination of a cost of capital that incorporates both business and financial risks. We believe that the combined approach is the most representative method to assess fair value as it utilizes expectations of long-term growth as well as current market conditions. In the third quarter of 2016, based on the performance of the Oceania Cruises reporting unit, we performed an interim goodwill impairment evaluation consisting of a Step I Test. Based on that evaluation, we determined that there was no impairment of goodwill because its fair value exceeded its carrying value. For our annual impairment evaluation, we performed a Step 0 Test for the Norwegian reporting unit and Step I Tests for the Regent Seven Seas and the Oceania Cruises reporting units. Based on those evaluations, we determined that there was no impairment of goodwill because the fair value of each reporting unit exceeded its carrying value. However, if the fair value of any reporting unit declines in future periods, its goodwill may become impaired at that time. As of December 31, 2016, there was $523.0 million, $462.1 million and $403.8 million of goodwill for the Oceania Cruises, Regent Seven Seas and Norwegian reporting units, respectively. As of December 31, 2016, our annual review consisting of the Step 0 and Step I Tests supports the carrying value of these assets. We have concluded that our business has three reporting units. Each brand, Oceania Cruises, Regent and Norwegian, constitutes a business for which discrete financial information is available and management regularly reviews the operating results and, therefore, each brand is considered an operating segment. |
Revenue and Expense Recognition | Revenue and Expense Recognition Deposits received from guests for future voyages are recorded as advance ticket sales and are subsequently recognized as passenger ticket revenue along with onboard and other revenue, and all associated direct costs of a voyage are recognized as cruise operating expenses on a pro-rata basis over the period of the voyage. Guest cancellation fees are recognized in passenger ticket revenue in the month of cancellation. Certain of our product offerings are accounted for under the guidance included within multi-element arrangements and result in an allocation of the fair value between passenger ticket revenue and onboard and other revenue. Revenue and expenses include port fees and taxes. The amounts included on a gross basis are $286.6 million, $243.8 million and $240.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. For line of credit arrangements and for those debt facilities not fully drawn we defer and present debt issuance costs as an asset. These deferred issuance costs are amortized over the life of the loan agreement. The amortization of deferred financing fees is included in depreciation and amortization expense in the consolidated statements of cash flows; however, for purposes of the consolidated statements of operations it is included in interest expense, net. |
Foreign Currency | Foreign Currency The majority of our transactions are settled in U.S. dollars. We translate assets and liabilities of our foreign subsidiaries at exchange rates in effect at the balance sheet date. Gains or losses resulting from transactions denominated in other currencies are recognized in our consolidated statements of operations within other income (expense), net and such gains were approximately $4.5 million, $11.0 million and $6.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Derivative Instruments and Hedging Activity | Derivative Instruments and Hedging Activity We enter into derivative contracts to reduce our exposure to fluctuations in foreign currency exchange rates, interest rates and fuel prices. The criteria used to determine whether a transaction qualifies for hedge accounting treatment includes the correlation between fluctuations in the fair value of the hedged item and the fair value of the related derivative instrument and its effectiveness as a hedge. As the derivative is marked to fair value, we elected an accounting policy to net the fair value of our derivatives when a master netting arrangement exists with our counterparties. A derivative instrument that hedges a forecasted transaction or the variability of cash flows related to a recognized asset or liability may be designated as a cash flow hedge. Changes in fair value of derivative instruments that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) until the underlying hedged transactions are recognized in earnings. To the extent that an instrument is not effective as a hedge, gains and losses are recognized in other income (expense), net in our consolidated statements of operations. Realized gains and losses related to our effective fuel hedges are recognized in fuel expense. For presentation in our consolidated statements of cash flows, we have elected to classify the cash flows from our cash flow hedges in the same category as the cash flows from the items being hedged. |
Concentrations of Credit Risk | Concentrations of Credit Risk We monitor concentrations of credit risk associated with financial and other institutions with which we conduct significant business. Credit risk, including but not limited to counterparty non-performance under derivative instruments, our New Revolving Loan Facility and new ship progress payment guarantees, is not considered significant, as we primarily conduct business with large, well-established financial institutions and insurance companies that we have well-established relationships with and that have credit risks acceptable to us or the credit risk is spread out among a large number of creditors. We do not anticipate non-performance by any of our significant counterparties. |
Insurance | Insurance We use a combination of insurance and self-insurance for a number of risks including claims related to crew and guests, hull and machinery, war risk, workers’ compensation, property damage, employee healthcare and general liability. Liabilities associated with certain of these risks, including crew and passenger claims, are estimated actuarially based upon known facts, historical trends and a reasonable estimate of future expenses. While we believe these accruals are adequate, the ultimate losses incurred may differ from those recorded. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are calculated in accordance with the liability method. Deferred taxes are recorded using the currently enacted tax rates that apply in the periods that the differences are expected to reverse. Deferred taxes are not discounted. We provide a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized. With respect to acquired deferred tax assets, future reversals of the valuation allowance will first be applied against goodwill and other intangible assets before recognition of a benefit in our consolidated statements of operations. |
Share-Based Compensation | Share-Based Compensation We recognize expense for our share-based compensation awards using a fair-value-based method. Share-based compensation expense is recognized over the requisite service period for awards that are based on service period and not contingent upon any future performance. We refer you to Note 10—“Employee Benefits and Share-Based Compensation.” |
Segment Reporting | Segment Reporting We have concluded that our business has a single reportable segment. Each brand, Norwegian, Oceania Cruises and Regent constitutes a business for which discrete financial information is available and management regularly reviews the operating results and, therefore, each brand is considered an operating segment. Our operating segments have similar economic and qualitative characteristics, including similar long-term margins and similar products and services; therefore, we aggregate all of the operating segments into one reportable segment. Although we sell cruises on an international basis, our passenger ticket revenue is primarily attributed to U.S.-sourced guests who make reservations in the U.S. Revenue attributable to U.S.-sourced guests was 81%, 75% and 73% for the years ended December 31, 2016, 2015 and 2014, respectively. No other individual country’s revenues exceeded 10% in any of our last three years. Revenues by destination were as follows (in thousands): Year Ended December 31, 2016 2015 2014 North America $ 3,132,208 $ 2,743,007 $ 2,388,457 Europe 1,148,403 1,120,705 629,457 Asia-Pacific 196,978 198,131 41,261 Other 396,751 283,205 66,706 Total Revenues $ 4,874,340 $ 4,345,048 $ 3,125,881 Substantially all of our long–lived assets are located outside of the U.S. and consist primarily of our ships. We have 16 ships with Bahamas registry with a carrying value of $7.1 billion and $7.2 billion as of December 31, 2016 and 2015, respectively. We have seven ships with Marshall Island registry with a carrying value of $1.9 billion as of December 31, 2016 and six ships with Marshall Island registry with a carrying value of $1.4 billion as of December 31, 2015. We also have one ship with U.S. registry with a carrying value of $0.3 billion as of December 31, 2016 and 2015. |
Recently Issued Accounting Policies | Recently Issued Accounting Policies In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04 which simplifies the test for goodwill impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The guidance is effective for annual or any interim goodwill impairment tests in years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect to early adopt this guidance. In August 2016, the FASB issued ASU No. 2016-15 which amends Topic 230 (Statement of Cash Flows) to eliminate discrepancies in reporting certain items in the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods with early adoption permitted. The transition should be made using a retrospective approach. We do not believe that the adoption of this guidance will be material to our consolidated statements of cash flows. In May 2016, the FASB issued ASU No. 2016-12 which addresses improvements to the guidance on revenue from contracts from customers regarding collectability, noncash consideration, and completed contracts at transition. Additionally, it provides a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The effective date of this guidance is upon adoption of ASU No. 2014-09 which is presented below. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-11 which is a rescission of Securities and Exchange Commission guidance related to the issuance of ASU No. 2014-09 which is presented below. The effective date of this guidance is upon adoption of ASU No. 2014-09. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In April 2016, the FASB issued ASU No. 2016-10 which does not change the core principle of the guidance in ASU No. 2014-09 but clarifies two aspects: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The effective date of this guidance is upon adoption of ASU No. 2014-09. We are currently evaluating the impact of the adoption of this guidance to our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09 to improve multiple aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods with early adoption permitted. We do not believe that the adoption of this guidance will be material to our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02 which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The ASU requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU further modifies lessors’ classification criteria for leases and the accounting for sales-type and direct financing leases. The ASU will also require qualitative and quantitative disclosures designed to give financial statement users additional information on the amount, timing, and uncertainty of cash flows arising from leases. The ASU is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018 with early adoption permitted. The ASU is to be applied using a modified retrospective approach. We are currently reviewing our existing leases to evaluate the impact of the adoption of this guidance to our consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11 to simplify the measurement of inventory for all entities. This applies to all inventory that is measured using either the first-in, first-out or average cost method. The guidance requires an entity to measure inventory at the lower of cost and net realizable value. The guidance must be applied prospectively and will be effective for our interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. We have evaluated the impact of the adoption of this guidance to our consolidated financial statements and there will not be a material impact to our consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-05 to clarify a customer’s accounting for fees paid in a cloud computing arrangement. The amendments provide guidance to customers about whether a cloud computing arrangement includes a software license or if the arrangement should be accounted for as a service contract. This guidance will impact the accounting of software licenses but will not change a customer’s accounting for service contracts. The guidance will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. We have adopted this guidance and there has not been an impact to our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09 which requires entities to recognize revenue through the application of a five-step model, including identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligation and recognition of revenue as the entity satisfies the performance obligations. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. In August 2015, the FASB issued ASU No. 2015-14 deferring the effective date for one year. We can elect to adopt the provisions of ASU No. 2014-09 for annual periods beginning after December 15, 2017 including interim periods within that reporting period or we can elect to early adopt the guidance as of the original effective date. We expect to adopt a modified retrospective application for annual periods beginning after December 15, 2017. We have initiated an assessment of our systems, data and processes related to the implementation of this guidance. This assessment is expected to be completed during 2017. Additionally, we are currently evaluating our performance obligations and believe that our application of the guidance will not result in a material change to our revenue recognition. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of estimated residual values of ships | Useful Life Ships 30 years Computer hardware and software 3-10 years Other property and equipment 3-40 years Leasehold improvements Shorter of lease term or asset life |
Schedule of revenues by destination | Year Ended December 31, 2016 2015 2014 North America $ 3,132,208 $ 2,743,007 $ 2,388,457 Europe 1,148,403 1,120,705 629,457 Asia-Pacific 196,978 198,131 41,261 Other 396,751 283,205 66,706 Total Revenues $ 4,874,340 $ 4,345,048 $ 3,125,881 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of gross carrying amounts included within goodwill and intangible assets, related accumulated amortization and the weighted average amortization periods of intangible assets | December 31, 2016 Gross Carrying Accumulated Net Carrying Weighted- Customer relationship $ 120,000 $ (36,593 ) $ 83,407 6.0 Licenses 3,368 (807 ) 2,561 5.6 Non-compete agreements 660 (495 ) 165 1.0 Total intangible assets subject to amortization $ 124,028 $ (37,895 ) $ 86,133 License (Indefinite-lived) $ 4,427 $ — $ — December 31, 2015 Gross Carrying Accumulated Net Carrying Weighted- Customer relationship $ 120,000 $ (15,527 ) $ 104,473 6.0 Backlog 70,000 (70,000 ) — 1.0 Licenses 3,368 (208 ) 3,160 5.6 Total intangible assets subject to amortization $ 193,368 $ (85,735 ) $ 107,633 License (Indefinite-lived) $ 4,427 $ — $ — |
Schedule of Aggregate amortization expense | Year Ended December 31, 2016 2015 2014 Amortization expense $ 22,160 $ 73,207 $ 12,528 |
Schedule of changes in amortization of intangibles | Year ended December 31, Amortization 2017 $ 31,067 2018 26,163 2019 18,489 2020 9,906 2021 75 |
The Acquisition of Prestige (Ta
The Acquisition of Prestige (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation | Consideration Allocated: Accounts receivable $ 6,916 Inventories 12,579 Prepaid expenses and other assets 48,670 Amortizable intangible assets 190,000 Property and equipment 2,175,039 Goodwill and tradenames 1,595,126 Other long-term assets 15,607 Current portion of long-term debt (97,006 ) Accounts payable (14,880 ) Accrued expenses and other liabilities (190,256 ) Advance ticket sales (439,313 ) Long-term debt (1,456,038 ) Other long-term liabilities (142,216 ) Total consideration allocated, net of $295.8 million of cash acquired $ 1,704,228 |
Schedule of goodwill and intangible assets acquired | Goodwill $ 985,126 Tradenames (indefinite lived) 610,000 Backlog (1 year amortization period) 70,000 Customer relationships (6 year amortization period) 120,000 |
Schedule of Pro forma financial information | Year Ended December 31, 2014 2013 Total revenue $ 4,310,079 $ 3,704,692 Net income (loss) 497,020 (683 ) |
Schedule of changes in the fair value of the contingent consideration liability | Contingent Balance as of December 31, 2014 $ 43,400 Fair value adjustment (Level 3) (43,400 ) Balance as of December 31, 2015 $ — |
Accumulated Other Comprehensi30
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) for the year ended December 31, 2016 was as follows (in thousands): Accumulated Change Change Accumulated other comprehensive income (loss) at beginning of period $ (414,363 ) $ (405,945 ) $ (8,418 ) Current period other comprehensive income before reclassifications 1,776 1,711 65 Amounts reclassified 96,401 95,969 (1) 432 (2) Accumulated other comprehensive income (loss) at end of period $ (316,186 ) $ (308,265 )(3) $ (7,921 ) (1) We refer you to Note 9—“Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to payroll and related expense. (3) Of the existing amounts related to derivatives designated as cash flow hedges, approximately $31.9 million of loss is expected to be reclassified into earnings in the next 12 months. Accumulated other comprehensive income (loss) for the year ended December 31, 2015 was as follows (in thousands): Accumulated Change Change Accumulated other comprehensive income (loss) at beginning of period $ (244,355 ) $ (234,835 ) $ (9,520 ) Current period other comprehensive income (loss) before reclassifications (262,227 ) (262,852 ) 625 Amounts reclassified 92,219 91,742 (1) 477 (2) Accumulated other comprehensive income (loss) at end of period $ (414,363 ) $ (405,945 ) $ (8,418 ) (1) We refer you to Note 9—“Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to payroll and related expense. Accumulated other comprehensive income (loss) for the year ended December 31, 2014 was as follows (in thousands): Accumulated Change Change Accumulated other comprehensive income (loss) at beginning of period $ (16,962 ) $ (9,753 ) $ (7,209 ) Current period other comprehensive loss before reclassifications (241,125 ) (238,436 ) (2,689 ) Amounts reclassified 13,732 13,354 (1) 378 (2) Accumulated other comprehensive income (loss) at end of period $ (244,355 ) $ (234,835 ) $ (9,520 ) (1) We refer you to Note 9— “Fair Value Measurements and Derivatives” for the affected line items in the consolidated statements of operations. (2) Amortization of prior-service cost and actuarial loss reclassified to payroll and related expense. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2016 2015 Ships $ 10,781,703 $ 10,266,874 Ships improvements 807,233 506,880 Ships under construction 450,372 300,575 Land and land improvements 37,535 19,138 Other 483,744 408,523 12,560,587 11,501,990 Less: accumulated depreciation (2,442,898 ) (2,043,185 ) Property and equipment, net $ 10,117,689 $ 9,458,805 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Interest Rate Maturities Balance 2016 2015 Through 2016 2015 (in thousands) $700.0 million 4.750% senior unsecured notes 4.75 % — 2021 $ 691,767 $ — $600.0 million 4.625% senior unsecured notes 4.625 % 4.625 % 2020 592,031 590,037 €662.9 million Norwegian Epic term loan (1) 3.00 % 2.43 % 2022 395,830 460,870 $625.0 million senior secured revolving credit facility — 2.78 % 2018 — 75,000 $750.0 million senior secured revolving credit facility 2.70 % — 2021 129,000 — $350.0 million senior secured term loan facility — 4.00 % 2021 — 338,353 $1,506.6 million term loan facility 2.77 % 2.85 % 2021 1,459,033 1,185,720 €308.1 million Pride of Hawai’i loan (1) 1.83 % 1.27 % 2018 54,601 89,867 $334.1 million Norwegian Jewel term loan 1.83 % 1.28 % 2017 26,919 53,534 €258.0 million Pride of America Hermes loan (1) 1.90 % 1.64 % 2017 12,654 37,778 €529.8 million Breakaway one loan (1) 2.49 % 1.92 % 2025 469,100 522,859 €529.8 million Breakaway two loan (1) 4.50 % 4.50 % 2026 537,478 592,531 €590.5 million Breakaway three loan (1) 2.98 % 2.98 % 2027 653,474 711,187 €729.9 million Breakaway four loan (1) 2.98 % 2.98 % 2029 150,834 108,964 €126 million Norwegian Jewel term loan (1) 1.82 % 1.27 % 2017 7,260 28,649 €126 million Norwegian Jade term loan (1) 1.82 % 1.27 % 2017 7,531 29,149 €666 million Seahawk 1 term loan (1) 3.92 % 3.92 % 2030 137,514 40,845 €666 million Seahawk 2 term loan (1) 3.92 % 3.92 % 2031 42,083 40,845 $680 million 5.25% senior unsecured notes — 5.25 % 2019 — 670,059 Sirena loan 2.75 % 2.75 % 2019 40,465 53,229 Explorer newbuild loan 3.43 % — 2028 320,821 — Marina newbuild loan (2) 1.54 % 1.01 % 2023 290,416 335,135 Riviera newbuild loan (3) 1.81 % 1.08 % 2024 337,174 382,173 Capital lease and license obligations Various Various 2028 42,702 50,753 Total debt 6,398,687 6,397,537 Less: current portion of long-term debt (560,193 ) (629,840 ) Total long-term debt $ 5,838,494 $ 5,767,697 (1) Currently U.S. dollar-denominated. (2) Includes premium of $0.2 million and $0.3 million as of December 31, 2016 and 2015, respectively. (3) Includes premium of $0.3 million and $0.4 million as of December 31, 2016 and 2015, respectively. |
Schedule of principal repayments on long-term debt | Year Amount 2017 $ 560,193 2018 554,846 2019 561,687 2020 1,153,733 2021 2,193,823 Thereafter 1,490,322 Total $ 6,514,604 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of transactions with Genting HK, the Apollo Funds and the TPG Viking Funds | Shareholder Number of Percentage Apollo Holders (1) 36,103,782 15.9 % Genting HK (2) 25,398,307 11.2 % TPG Viking Funds (3) 5,329,834 2.3 % (1) The Apollo Holders include NCL Athene LLC, AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., AAA Guarantor—Co-Invest VII, L.P., AIF VI Euro Holdings, L.P., AIF VII Euro Holdings, L.P., Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P. (2) Genting HK owns our ordinary share indirectly through Star NCLC Holdings Ltd., a Bermuda wholly-owned subsidiary. (3) The TPG Viking Funds include TPG Viking, L.P., a Delaware limited partnership, TPG Viking AIV I, L.P., a Cayman Islands exempted limited partnership, TPG Viking AIV II, L.P., a Cayman Islands exempted limited partnership and TPG Viking AIV III, L.P., a Delaware limited partnership. |
Fair Value Measurements and D34
Fair Value Measurements and Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of derivatives measured at fair value | Asset Liability Balance Sheet location December 31, December 31, December 31, December 31, Fuel swaps designated as hedging instruments Prepaid expenses and other assets $ 20,288 $ — $ — $ — Accrued expenses and other liabilities — — 44,271 128,740 Other long-term liabilities 13,237 — 38,608 132,494 Foreign currency forward contracts designated as hedging instruments Other long-term assets 14 3,446 — 1,370 Accrued expenses and other liabilities — — 61,788 8,737 Other long-term liabilities — 551 88,920 24,181 Foreign currency collar not designated as a hedging instrument Accrued expenses and other liabilities — — — 42,993 Interest rate swaps designated as hedging instruments Accrued expenses and other liabilities — — 3,331 4,079 Other long-term liabilities — — 1,151 3,395 |
Schedule of gross and net amounts recognized within assets and liabilities | December 31, 2016 Gross Amounts Gross Total Net Gross Net Amounts Assets $ 20,302 $ — $ 20,302 $ (14 ) $ 20,288 Liabilities 238,069 (13,237 ) 224,832 (155,190 ) 69,642 December 31, 2015 Gross Amounts Gross Total Net Gross Net Amounts Assets $ 3,446 $ (1,370 ) $ 2,076 $ (2,043 ) $ 33 Liabilities 344,619 (551 ) 344,068 (336,645 ) 7,423 |
Designated as Hedging Instrument | Fuel Collars and Options | |
Schedule of effects of derivatives designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ — $ — $ (1,024 ) Loss recognized in other income (expense), net – ineffective portion — — (292 ) Amount reclassified from accumulated other comprehensive income (loss) into fuel expense — 248 1,888 |
Designated as Hedging Instrument | Fuel Swaps | |
Schedule of effects of derivatives designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Gain (loss) recognized in other comprehensive income (loss) – effective portion $ 127,470 $ (173,513 ) $ (198,595 ) Loss recognized in other income (expense), net – ineffective portion (12,850 ) (16,011 ) (5,753 ) Amount reclassified from accumulated other comprehensive income (loss) into fuel expense 85,448 75,808 8,388 |
Schedule of effective of derivative dedesignated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Amount reclassified from accumulated other comprehensive income (loss) into other income (expense), net $ 2,994 $ 10,000 $ — Loss recognized in other income (expense), net (271 ) (4,727 ) — |
Designated as Hedging Instrument | Foreign Currency Options | |
Schedule of effects of derivatives designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ — $ — $ (1,157 ) Loss recognized in other income (expense), net – ineffective portion — — (241 ) Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense 1,320 1,320 1,269 |
Designated as Hedging Instrument | Foreign Currency Forward Contracts | |
Schedule of effects of derivatives designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ (124,058 ) $ (84,187 ) $ (30,686 ) Loss recognized in other income (expense), net – ineffective portion (270 ) (343 ) (7 ) Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense 2,625 116 (243 ) |
Designated as Hedging Instrument | Foreign Currency Collar | |
Schedule of effects of derivatives designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ — $ — $ (1,588 ) Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense (364 ) (364 ) (333 ) |
Designated as Hedging Instrument | Interest Rate Swaps | |
Schedule of effects of derivatives designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Loss recognized in other comprehensive income (loss) – effective portion $ (1,701 ) $ (5,152 ) $ (5,386 ) Gain (loss) recognized in other income (expense), net – ineffective portion 3 (23 ) — Amount reclassified from other comprehensive income (loss) into interest expense, net 3,946 4,614 2,385 |
Not Designated as Hedging Instrument | Fuel Collars and Options | |
Schedule of effects of derivatives not designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Loss recognized in other income (expense), net $ — $ — $ (864 ) |
Not Designated as Hedging Instrument | Foreign Currency Forward Contracts | |
Schedule of effects of derivatives not designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Gain (loss) recognized in other income (expense), net $ (6,133 ) $ 684 $ — |
Not Designated as Hedging Instrument | Foreign Currency Collar | |
Schedule of effects of derivatives not designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Gain (loss) recognized in other income (expense), net $ 10,312 $ (26,249 ) $ (6,980 ) |
Not Designated as Hedging Instrument | Interest Rate Swaps | |
Schedule of effects of derivatives not designated as cash flow hedges | Year Ended December 31, 2016 2015 2014 Loss recognized in other income (expense), net $ — $ (2 ) $ (3 ) |
Employee Benefits and Share-B35
Employee Benefits and Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summary of option activity | Number of Share Option Weighted-Average Exercise Weighted- Aggregate Time- Performance- Market- Time- Performance- Market- (years) (in thousands) Outstanding as of January 1, 2016 7,702,071 432,752 208,333 $ 47.35 $ 19.00 $ 59.43 8.59 $ 104,864 Granted 1,095,000 52,083 — 49.88 59.43 — — — Exercised (235,555 ) (51,857 ) — 28.19 19.00 — — — Forfeited and cancelled (786,458 ) — — 49.82 — — — — Outstanding as of December 31, 2016 7,775,058 432,978 208,333 $ 48.04 $ 23.86 $ 59.43 7.81 $ 35,429 Vested and expected to vest as of December 31, 2016 7,558,521 432,978 208,333 $ 48.01 $ 23.86 $ 59.43 7.60 $ 34,926 Exercisable as of December 31, 2016 2,539,348 432,978 — $ 43.30 $ 23.86 $ — 6.67 $ 24,272 |
Schedule of restricted share activity of NCLH shares | Number of Weighted- Non-vested as of January 1, 2016 43,653 $ 5.87 Vested (26,429 ) 4.79 Forfeited or expired (352 ) 2.50 Non-vested and expected to vest as of December 31, 2016 16,872 $ 7.63 |
Schedule of amounts related to the Shipboard Retirement Plan | As of or for the Year Ended December 31, 2016 2015 2014 Pension expense: Service cost $ 1,863 $ 1,793 $ 1,393 Interest cost 874 738 728 Amortization of prior service cost 378 378 378 Amortization of actuarial loss 54 99 — Total pension expense $ 3,169 $ 3,008 $ 2,499 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 21,078 $ 19,730 $ 15,570 Service cost 1,863 1,793 1,393 Interest cost 874 738 728 Actuarial gain (loss) (65 ) (625 ) 2,689 Direct benefit payments (1,145 ) (558 ) (650 ) Projected benefit obligation at end of year $ 22,605 $ 21,078 $ 19,730 Amounts recognized in the consolidated balance sheets: Projected benefit obligation $ 22,605 $ 21,078 $ 19,730 As of or for the Year Ended December 31, 2016 2015 2014 Amounts recognized in accumulated other comprehensive income (loss): Prior service cost $ (4,915 ) $ (5,293 ) $ (5,671 ) Accumulated actuarial loss (3,008 ) (3,126 ) (3,849 ) Accumulated other comprehensive income (loss) $ (7,923 ) $ (8,419 ) $ (9,520 ) |
Schedule of pension benefits expected to be paid in each of the next five years and in aggregate for the five years thereafter | Year Amount 2017 $ 1,182 2018 1,077 2019 1,144 2020 1,154 2021 1,231 Next five years 8,185 |
Schedule of compensation expense recognized for share-based compensation | Share-Based Compensation Expense Classification of expense 2016 2015 2014 (In thousands) Payroll and related (1) $ 7,793 $ — $ — Marketing, general and administrative (2) 58,621 42,209 20,627 (3) Total share-based compensation expense $ 66,414 $ 42,209 $ 20,627 (1) Amounts relate to equity granted to certain of our shipboard officers. (2) Amounts relate to equity granted to certain of our corporate employees. (3) Amount above includes $6.0 million of non-recurring charges associated with the Management Exchange Agreement. |
Time-based RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used within the option-pricing model | 2016 2015 2014 Dividend yield —% —% —% Expected share price volatility 30.36%-33.01% 32.32%-45.33% 48.30%-49.90% Risk-free interest rate 1.20%-1.48% 1.34%-1.92% 1.80%-2.02% Expected term 6.00 years 6.00-6.50 years 6.25 years |
Performance-Based Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used within the option-pricing model | 2016 2015 Dividend yield —% —% Expected share price volatility 25.97%-30.21% 29.31%-29.86% Risk-free interest rate 1.01%-1.93% 1.76% Expected term 4.38-5.13 years 4.88-5.38 years |
Market based share option awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summary of option activity | 2015 Dividend yield —% Expected share price volatility 30.00% Risk-free interest rate 1.34% Expected term Mid-point from vesting to assumed options expiration |
Schedule of restricted share activity of NCLH shares | Number of Weighted- Number of Weighted- Number of Weighted- Non-vested as of January 1, 2016 150,000 $ 59.43 — $ — 50,000 $ 59.43 Granted 1,328,490 $ 49.62 12,500 $ 50.00 — — Vested (50,000 ) $ 57.15 (12,500 ) $ 50.00 — — Forfeited or expired (123,155 ) $ 50.44 — — — Non-vested as of December 31, 2016 1,305,335 $ 50.38 — $ — 50,000 $ 59.43 Non-vested and expected to vest as of December 31, 2016 1,267,692 $ 50.43 — — 50,000 $ 59.43 |
Restricted stock units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of summary of option activity | 2015 Dividend yield —% Expected share price volatility 30.00% Risk-free interest rate 1.34% Expected term Mid-point from vesting to assumed awards expiration |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of net income before income taxes | Year Ended 2016 2015 2014 Bermuda $ — $ — $ — Foreign - Other 643,788 437,778 344,844 Total 643,788 437,778 344,844 |
Schedule of components of the provision for income taxes | Year Ended 2016 2015 2014 Current: Bermuda $ — $ — $ — United States (36 ) (36 ) (540 ) Foreign - Other (3,623 ) (305 ) (3,394 ) Total current: (3,659 ) (341 ) (3,934 ) Deferred: Bermuda — — — United States 3,594 363 (1,805 ) Foreign - Other — — — Total deferred: 3,594 363 (1,805 ) Income tax benefit (expense) $ (65 ) $ 22 $ (5,739 ) |
Schedule of reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax expense | Year Ended 2016 2015 2014 Tax at Bermuda statutory rate $ — $ — $ — Foreign income taxes at different rates (2,383 ) 58 4,812 Tax contingencies (286 ) (36 ) — Return to provision adjustments (990 ) — — Valuation allowance 3,594 — (10,551 ) Total $ (65 ) $ 22 $ (5,739 ) |
Schedule of deferred tax assets and liabilities | As of December 31, 2016 2015 Deferred tax assets: Loss carryforwards $ 102,636 $ 85,443 Other 1,429 1,460 Valuation allowance (64,573 ) (61,437 ) Total net deferred tax assets 39,492 25,466 Deferred tax liabilities: Property and equipment (37,001 ) (26,569 ) Total deferred tax liabilities (37,001 ) (26,569 ) Net deferred tax asset (liability) $ 2,491 $ (1,103 ) |
Schedule of reconciliation of the total amounts of unrecognized tax benefits | As of December 31, 2016 2015 Unrecognized tax benefits, beginning of the year $ 1,394 $ 1,394 Gross increases in tax positions from prior periods 250 — Unrecognized tax benefits, end of year $ 1,644 $ 1,394 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of minimum annual payments | Year Amount 2017 $ 15,759 2018 15,574 2019 15,130 2020 14,565 2021 14,284 Thereafter 76,279 Total minimum annual rentals $ 151,591 |
Ship Construction Contracts | |
Schedule of minimum annual payments | Year Amount 2017 $ 976,005 2018 981,534 2019 869,745 2020 326,711 Total minimum annual payments $ 3,153,995 |
Port Facility Commitments | |
Schedule of minimum annual payments | Year Amount 2017 $ 54,301 2018 36,584 2019 29,895 2020 30,360 2021 30,838 Thereafter 105,015 Total port facility future commitments $ 286,993 |
Quarterly Selected Financial 38
Quarterly Selected Financial Data (Unaudited) (in thousands) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | First Quarter Second Quarter Third Quarter Fourth Quarter 2016 2015 2016 2015 2016 2015 2016 2015 Total revenue $ 1,077,632 $ 938,182 $ 1,186,835 $ 1,085,433 $ 1,484,736 $ 1,284,910 $ 1,125,137 $ 1,036,523 Operating income 132,266 61,006 227,756 218,201 414,260 307,611 154,667 119,487 Net income (loss) 74,973 (20,023 ) 148,099 161,836 346,003 256,293 74,648 39,694 |
Description of Business and O39
Description of Business and Organization (Detail Textuals) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 24, 2013USD ($) | Feb. 28, 2011$ / sharesshares | Dec. 31, 2014 | Dec. 31, 2016CruiseShipBerth$ / shares | Dec. 31, 2015$ / shares | Jan. 31, 2008 | ||
Organization And Basis Of Presentation [Line Items] | |||||||
Number of cruises ships | CruiseShip | 24 | ||||||
Capacity of ship, berths | Berth | 46,500 | ||||||
Number of additional ships introduce through 2025 | CruiseShip | 8 | ||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0012 | $ 0.0012 | |||||
Management | IPO | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Percentage of economic interest | 2.70% | ||||||
Apollo Funds | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Ordinary shares ownership percentage | 15.90% | [1] | 50.00% | ||||
TPG Viking Funds | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Ordinary shares ownership percentage | 2.30% | [2] | 12.50% | ||||
Norwegian Cruise Line Holdings Ltd. | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Number of ordinary shares issued (in shares) | shares | 10,000 | ||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||
Percentage of economic interest | 100.00% | 100.00% | |||||
Norwegian Cruise Line Holdings Ltd. | IPO | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Ordinary shares ownership percentage | 100.00% | ||||||
Contribution to NCLC | $ | $ 460 | ||||||
Share exchange ratio | 1.0 to 8.42565 | ||||||
Percentage of economic interest | 97.30% | ||||||
Norwegian Cruise Line Holdings Ltd. | Sponsors | |||||||
Organization And Basis Of Presentation [Line Items] | |||||||
Ordinary shares ownership percentage | 29.40% | ||||||
[1] | The Apollo Holders include NCL Athene LLC, AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., AAA Guarantor-Co-Invest VII, L.P., AIF VI Euro Holdings, L.P., AIF VII Euro Holdings, L.P., Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P. | ||||||
[2] | The TPG Viking Funds include TPG Viking, L.P., a Delaware limited partnership, TPG Viking AIV I, L.P., a Cayman Islands exempted limited partnership, TPG Viking AIV II, L.P., a Cayman Islands exempted limited partnership and TPG Viking AIV III, L.P., a Delaware limited partnership. |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Summary of estimated useful lives of assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Ships | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 30 years |
Computer hardware and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Computer hardware and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 10 years |
Other property and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Other property and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 40 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | Shorter of lease term or asset life |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Revenues by destination (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||
Revenues | $ 1,125,137 | $ 1,484,736 | $ 1,186,835 | $ 1,077,632 | $ 1,036,523 | $ 1,284,910 | $ 1,085,433 | $ 938,182 | $ 4,874,340 | $ 4,345,048 | $ 3,125,881 |
North America | |||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||
Revenues | 3,132,208 | 2,743,007 | 2,388,457 | ||||||||
Europe | |||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||
Revenues | 1,148,403 | 1,120,705 | 629,457 | ||||||||
Asia-Pacific | |||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||
Revenues | 196,978 | 198,131 | 41,261 | ||||||||
Other | |||||||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||||||
Revenues | $ 396,751 | $ 283,205 | $ 66,706 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Detail Textuals) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)CruiseShipSegment | Dec. 31, 2015USD ($)CruiseShip | Dec. 31, 2014USD ($) | |
Schedule Of Significant Accounting Policies [Line Items] | |||
Increase in accrued liabilities and decrease in accounts payable | $ 7,200 | $ (5,900) | |
Allowance for doubtful accounts receivable | 4,700 | 3,700 | |
Advertising costs included in prepaid expenses and other assets | 1,300 | 3,400 | |
Expenses related to advertising costs | $ 270,500 | 232,200 | $ 122,500 |
Reduction in estimated residual values, percentage | 15.00% | ||
Goodwill | $ 1,388,931 | 1,388,931 | |
Gross basis revenue and expenses include port fees and taxes | 286,600 | 243,800 | 240,700 |
Foreign currency transaction gain | $ 4,500 | 11,000 | $ 6,000 |
Number of reportable segments | Segment | 1 | ||
Number of cruises ships | CruiseShip | 24 | ||
Ship, carrying value | $ 10,117,689 | 9,458,805 | |
Oceania Cruises | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Goodwill | 523,000 | ||
Regent | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Goodwill | 462,100 | ||
Norwegian | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Goodwill | $ 403,800 | ||
Bahamas registry | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Number of cruises ships | CruiseShip | 16 | ||
Ship, carrying value | $ 7,100,000 | $ 7,200,000 | |
Marshall Island registry | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Number of cruises ships | CruiseShip | 7 | 6 | |
Ship, carrying value | $ 1,900,000 | $ 1,400,000 | |
U.S. registry | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Number of cruises ships | CruiseShip | 1 | ||
Ship, carrying value | $ 300,000 | $ 300,000 | |
Revenue | |||
Schedule Of Significant Accounting Policies [Line Items] | |||
Percentage of revenue attributable to U.S.- sourced passengers | 81.00% | 75.00% | 73.00% |
Concentration risk, benchmark | No other individual country's revenues exceeded 10% in any of our last three years. | No other individual country's revenues exceeded 10% in any of our last three years. | No other individual country's revenues exceeded 10% in any of our last three years. |
Goodwill and Intangible Asset43
Goodwill and Intangible Assets - Summary of gross carrying amounts included within goodwill and intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 124,028 | $ 193,368 |
Accumulated Amortization | (37,895) | (85,735) |
Net Carrying Amount | 86,133 | 107,633 |
License (Indefinite-lived) | 4,427 | 4,427 |
Customer relationships | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | 120,000 | 120,000 |
Accumulated Amortization | (36,593) | (15,527) |
Net Carrying Amount | $ 83,407 | $ 104,473 |
Weighted-Average Amortization Period (Years) | 6 years | 6 years |
Backlog | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 70,000 | |
Accumulated Amortization | (70,000) | |
Net Carrying Amount | ||
Weighted-Average Amortization Period (Years) | 1 year | |
Licenses | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,368 | $ 3,368 |
Accumulated Amortization | (807) | (208) |
Net Carrying Amount | $ 2,561 | $ 3,160 |
Weighted-Average Amortization Period (Years) | 5 years 7 months 6 days | 5 years 7 months 6 days |
Non-compete agreements | ||
Schedule of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 660 | |
Accumulated Amortization | (495) | |
Net Carrying Amount | $ 165 | |
Weighted-Average Amortization Period (Years) | 1 year |
Goodwill and Intangible Asset44
Goodwill and Intangible Assets - Summary of changes in goodwill due to Acquisition (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 22,160 | $ 73,207 | $ 12,528 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Summary of amortization of intangible assets (Details 2) $ in Thousands | Dec. 31, 2016USD ($) |
Amortization Expense | |
2,017 | $ 31,067 |
2,018 | 26,163 |
2,019 | 18,489 |
2,020 | 9,906 |
2,021 | $ 75 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets (Detail Textuals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | $ 4,427 | $ 4,427 |
Goodwill | ||
Schedule of Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | 800,000 | |
Tradenames | ||
Schedule of Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets | $ 1,400,000 |
The Acquisition of Prestige - P
The Acquisition of Prestige - Purchase price allocation (Details) - Prestige $ in Thousands | Nov. 19, 2014USD ($) |
Business Acquisition [Line Items] | |
Accounts receivable | $ 6,916 |
Inventories | 12,579 |
Prepaid expenses and other assets | 48,670 |
Amortizable intangible assets | 190,000 |
Property and equipment | 2,175,039 |
Goodwill and tradenames | 1,595,126 |
Other long-term assets | 15,607 |
Current portion of long-term debt | (97,006) |
Accounts payable | (14,880) |
Accrued expenses and other liabilities | (190,256) |
Advance ticket sales | (439,313) |
Long-term debt | (1,456,038) |
Other long-term liabilities | (142,216) |
Total consideration allocated, net of $295.8 million of cash acquired | $ 1,704,228 |
The Acquisition of Prestige -48
The Acquisition of Prestige - Purchase price allocation (Parentheticals) (Details) $ in Millions | 1 Months Ended |
Nov. 19, 2014USD ($) | |
Prestige | |
Business Acquisition [Line Items] | |
Cash Acquired from Acquisition | $ 295.8 |
The Acquisition of Prestige - G
The Acquisition of Prestige - Goodwill and intangible assets acquired (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 19, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,388,931 | $ 1,388,931 | |
Prestige | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 985,126 | ||
Prestige | Tradenames | |||
Business Acquisition [Line Items] | |||
Intangible Assets, Other than Goodwill, Acquired | 610,000 | ||
Prestige | Backlog | |||
Business Acquisition [Line Items] | |||
Intangible Assets, Other than Goodwill, Acquired | 70,000 | ||
Prestige | Customer relationships | |||
Business Acquisition [Line Items] | |||
Intangible Assets, Other than Goodwill, Acquired | $ 120,000 |
The Acquisition of Prestige -50
The Acquisition of Prestige - Goodwill and intangible assets acquired (Parentheticals) (Details 1) - Prestige | 1 Months Ended |
Nov. 19, 2014 | |
Backlog | |
Business Acquisition [Line Items] | |
Amortization period | 1 year |
Customer relationships | |
Business Acquisition [Line Items] | |
Amortization period | 6 years |
The Acquisition of Prestige - U
The Acquisition of Prestige - Unaudited pro forma financial information (Details 2) - Prestige - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 4,310,079 | $ 3,704,692 |
Net income (loss) | $ 497,020 | $ (683) |
The Acquisition of Prestige - C
The Acquisition of Prestige - Change in fair value of contingent consideration liability (Details 3) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Combinations | |
Balance as of December 31, 2014 | $ 43,400 |
Fair value adjustment (Level 3) | (43,400) |
Balance as of December 31, 2015 |
The Acquisition of Prestige (De
The Acquisition of Prestige (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Nov. 19, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 02, 2014 | |
Business Acquisition [Line Items] | ||||||||||||||
Operating income | $ 154,667 | $ 414,260 | $ 227,756 | $ 132,266 | $ 119,487 | $ 307,611 | $ 218,201 | $ 61,006 | $ 928,949 | $ 706,305 | $ 507,451 | |||
Amortization of acquired intangible assets | $ 22,160 | 73,207 | 12,528 | |||||||||||
Fair value maximum amount | $ 50,000 | |||||||||||||
Minimum percentage required for payout | 98.00% | |||||||||||||
Fair value adjustment recognized | $ 43,400 | |||||||||||||
Prestige | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Equity ownership percentage | 100.00% | |||||||||||||
Business acquisition cash consideration | $ 1,100,000 | |||||||||||||
Debt assumed | $ 1,600,000 | |||||||||||||
Revenue | 111,700 | |||||||||||||
Operating income | $ 19,700 | |||||||||||||
Prestige | Acquisition-related costs | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Acquisition related expenses within marketing, general and administrative expense | $ 57,500 | |||||||||||||
Purchase price adjustment decreasing passenger ticket revenue | 48,900 | |||||||||||||
Expenses related to financing transactions | 15,400 | |||||||||||||
Prestige | Backlog | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Amortization of acquired intangible assets | $ 70,000 | |||||||||||||
Prestige | Norwegian Cruise Line Holdings Ltd. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Non cash considerations ordinary shares issued (in shares) | 19,969,889 | |||||||||||||
Non cash considerations value of ordinary shares issued | $ 834,100 | |||||||||||||
Contingent consideration | 43,400 | |||||||||||||
Contingent consideration additional cash payment | $ 50,000 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive income (loss) at beginning of period | $ (414,363) | $ (244,355) | $ (16,962) | ||
Current period other comprehensive income (loss) before reclassifications | 1,776 | (262,227) | (241,125) | ||
Amounts reclassified | 96,401 | 92,219 | 13,732 | ||
Accumulated other comprehensive income (loss) at end of period | (316,186) | (414,363) | (244,355) | ||
Change Related to Cash Flow Hedges | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive income (loss) at beginning of period | (405,945) | (234,835) | (9,753) | ||
Current period other comprehensive income (loss) before reclassifications | 1,711 | (262,852) | (238,436) | ||
Amounts reclassified | [1] | 95,969 | 91,742 | 13,354 | |
Accumulated other comprehensive income (loss) at end of period | (308,265) | [2] | (405,945) | (234,835) | |
Change Related to Shipboard Retirement Plan | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Accumulated other comprehensive income (loss) at beginning of period | (8,418) | (9,520) | (7,209) | ||
Current period other comprehensive income (loss) before reclassifications | 65 | 625 | (2,689) | ||
Amounts reclassified | [3] | 432 | 477 | 378 | |
Accumulated other comprehensive income (loss) at end of period | $ (7,921) | $ (8,418) | $ (9,520) | ||
[1] | We refer you to Note 9-"Fair Value Measurements and Derivatives" for the affected line items in the consolidated statements of operations. | ||||
[2] | Of the existing amounts related to derivatives designated as cash flow hedges, approximately $31.9 million of loss is expected to be reclassified into earnings in the next 12 months. | ||||
[3] | Amortization of prior-service cost and actuarial loss reclassified to payroll and related expense. |
Accumulated Other Comprehensi55
Accumulated Other Comprehensive Income (Loss) (Parentheticals) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Change Related to Cash Flow Hedges | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Loss expected to be reclassified into earnings | $ 31.9 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 12,560,587 | $ 11,501,990 |
Less: accumulated depreciation | (2,442,898) | (2,043,185) |
Property and equipment, net | 10,117,689 | 9,458,805 |
Ships | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 10,781,703 | 10,266,874 |
Ships improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 807,233 | 506,880 |
Ships under construction | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 450,372 | 300,575 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 37,535 | 19,138 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 483,744 | $ 408,523 |
Property and Equipment, Net (57
Property and Equipment, Net (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 432,495 | $ 432,114 | $ 273,147 |
Repairs and maintenance expenses including Dry-docking expenses | 155,400 | 124,800 | 69,900 |
Interest costs associated with construction of ship | $ 33,700 | $ 31,900 | $ 22,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Total debt | $ 6,398,687 | $ 6,397,537 | |
Less: current portion of long-term debt | (560,193) | (629,840) | |
Total long-term debt | $ 5,838,494 | $ 5,767,697 | |
4.750% senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Interest Rate | 4.75% | ||
Extended maturity year | 2,021 | ||
Total debt | $ 691,767 | ||
4.625% senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Interest Rate | 4.625% | 4.625% | |
Extended maturity year | 2,020 | ||
Total debt | $ 592,031 | $ 590,037 | |
Norwegian Epic Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 3.00% | 2.43% |
Extended maturity year | [1] | 2,022 | |
Total debt | [1] | $ 395,830 | $ 460,870 |
Senior secured revolving credit facility | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.78% | ||
Extended maturity year | 2,018 | ||
Total debt | $ 75,000 | ||
Senior secured revolving credit facility one | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.70% | ||
Extended maturity year | 2,021 | ||
Total debt | $ 129,000 | ||
Senior secured term loan facility | |||
Debt Instrument [Line Items] | |||
Interest Rate | 4.00% | ||
Extended maturity year | 2,021 | ||
Total debt | $ 338,353 | ||
Term loan facility | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.77% | 2.85% | |
Extended maturity year | 2,021 | ||
Total debt | $ 1,459,033 | $ 1,185,720 | |
Pride of Hawaii Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 1.83% | 1.27% |
Extended maturity year | [1] | 2,018 | |
Total debt | [1] | $ 54,601 | $ 89,867 |
Norwegian Jewel term loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | 1.83% | 1.28% | |
Extended maturity year | 2,017 | ||
Total debt | $ 26,919 | $ 53,534 | |
Pride of America Hermes Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 1.90% | 1.64% |
Extended maturity year | [1] | 2,017 | |
Total debt | [1] | $ 12,654 | $ 37,778 |
Breakaway one loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 2.49% | 1.92% |
Extended maturity year | [1] | 2,025 | |
Total debt | [1] | $ 469,100 | $ 522,859 |
Breakaway two loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 4.50% | 4.50% |
Extended maturity year | [1] | 2,026 | |
Total debt | [1] | $ 537,478 | $ 592,531 |
Breakaway three loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 2.98% | 2.98% |
Extended maturity year | [1] | 2,027 | |
Total debt | [1] | $ 653,474 | $ 711,187 |
Breakaway four loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 2.98% | 2.98% |
Extended maturity year | [1] | 2,029 | |
Total debt | [1] | $ 150,834 | $ 108,964 |
Norwegian Jewel term loan one | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 1.82% | 1.27% |
Extended maturity year | [1] | 2,017 | |
Total debt | [1] | $ 7,260 | $ 28,649 |
Norwegian Jade Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 1.82% | 1.27% |
Extended maturity year | [1] | 2,017 | |
Total debt | [1] | $ 7,531 | $ 29,149 |
Seahawk 1 term loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 3.92% | 3.92% |
Extended maturity year | [1] | 2,030 | |
Total debt | [1] | $ 137,514 | $ 40,845 |
Seahawk 2 term loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [1] | 3.92% | 3.92% |
Extended maturity year | [1] | 2,031 | |
Total debt | [1] | $ 42,083 | $ 40,845 |
5.25% senior unsecured notes | |||
Debt Instrument [Line Items] | |||
Interest Rate | 5.25% | ||
Extended maturity year | 2,019 | ||
Total debt | $ 670,059 | ||
Sirena loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | 2.75% | 2.75% | |
Extended maturity year | 2,019 | ||
Total debt | $ 40,465 | $ 53,229 | |
Explorer newbuild loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | 3.43% | ||
Extended maturity year | 2,028 | ||
Total debt | $ 320,821 | ||
Marina newbuild loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [2] | 1.54% | 1.01% |
Extended maturity year | [2] | 2,023 | |
Total debt | [2] | $ 290,416 | $ 335,135 |
Riviera newbuild loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | [3] | 1.81% | 1.08% |
Extended maturity year | [3] | 2,024 | |
Total debt | [3] | $ 337,174 | $ 382,173 |
Capital lease obligations | |||
Debt Instrument [Line Items] | |||
Extended maturity year | 2,028 | ||
Total debt | $ 42,702 | $ 50,753 | |
[1] | Currently U.S. dollar-denominated. | ||
[2] | Includes premium of $0.2 million and $0.3 million as of December 31, 2016 and 2015, respectively. | ||
[3] | Includes premium of $0.3 million and $0.4 million as of December 31, 2016 and 2015, respectively. |
Long-Term Debt (Parentheticals)
Long-Term Debt (Parentheticals) (Details) € in Millions, $ in Millions | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
4.750% senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ | $ 700 | |||
4.625% senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ | 600 | $ 600 | ||
Norwegian Epic Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | € 662.9 | |||
Senior secured revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ | 625 | |||
Senior secured revolving credit facility one | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ | 750 | |||
Senior secured term loan facility | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ | 350 | |||
Term loan facility | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ | 1,506.6 | |||
Pride of Hawaii Loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 308.1 | |||
Norwegian Jewel term loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ | 334.1 | |||
Pride of America Hermes Loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 258 | |||
Breakaway one loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 529.8 | |||
Breakaway two loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 529.8 | |||
Breakaway three loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 590.5 | |||
Breakaway four loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 729.9 | |||
Norwegian Jewel term loan one | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 126 | |||
Norwegian Jade Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 126 | |||
Seahawk 1 term loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | 666 | |||
Seahawk 2 term loan | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | € 666 | |||
5.25% senior unsecured notes | ||||
Debt Instrument [Line Items] | ||||
Debt, principal amount | $ | 680 | $ 680 | ||
Marina newbuild loan | ||||
Debt Instrument [Line Items] | ||||
Net unamortized premium | $ | 0.2 | 0.3 | ||
Riviera newbuild loan | ||||
Debt Instrument [Line Items] | ||||
Net unamortized premium | $ | $ 0.3 | $ 0.4 |
Long-Term Debt - Summary of pri
Long-Term Debt - Summary of principal repayments on Long-Term Debt (Details 1) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 560,193 |
2,018 | 554,846 |
2,019 | 561,687 |
2,020 | 1,153,733 |
2,021 | 2,193,823 |
Thereafter | 1,490,322 |
Total | $ 6,514,604 |
Long-Term Debt (Detail Textuals
Long-Term Debt (Detail Textuals) € in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2016EUR (€) | Jun. 30, 2016USD ($) | Jun. 30, 2016EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Proceeds from New Term Loan A Facility and The New Revolving Loan Facility | $ 1,590 | |||||
Interest expense, net | $ 276.9 | $ 221.9 | $ 151.8 | |||
Amortization of deferred financing costs | 34.7 | 36.7 | 32.3 | |||
Loss on extinguishment of debt | 27.7 | 12.7 | $ 15.4 | |||
Accrued interest liability | 32.5 | 34.2 | ||||
5.25% senior unsecured notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 680 | $ 680 | ||||
Interest rate | 5.25% | |||||
Extended maturity year | 2,019 | |||||
4.625% senior unsecured notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 600 | 600 | ||||
Interest rate | 4.625% | 4.625% | 4.625% | |||
Extended maturity year | 2,020 | |||||
Minimum free liquidity amount required | $ 50 | |||||
Senior secured term loan facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 350 | |||||
Aggregate amount of commitments | 350 | |||||
Extended maturity year | 2,021 | |||||
Term loan facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 1,506.6 | |||||
Extended maturity year | 2,021 | |||||
4.750% senior unsecured notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 700 | |||||
Extended maturity year | 2,021 | |||||
NCLC and Voyager Vessel Company, LLC | 4.625% senior unsecured notes | Prior to December 15, 2018 | ||||||
Line of Credit Facility [Line Items] | ||||||
Maximum percentage of principal amount of notes redeemed plus accrued and unpaid interest | 100.00% | |||||
Percentage of principal amount of notes redeemed plus accrued and unpaid interest | 40.00% | |||||
Percentage redemption price | 104.75% | |||||
Minimum percentage from net offering proceeds of aggregate principal amount | 60.00% | |||||
NCLC and Voyager Vessel Company, LLC | 4.625% senior unsecured notes | Private Offering | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate principal amount | $ 700 | |||||
NCLC and Voyager Vessel Company, LLC | New Term Loan A Facility | Term loan facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | 1,510 | 1,160 | ||||
Aggregate amount of commitments | $ 1,380 | $ 1,380 | ||||
Extended maturity year | 2,021 | 2,021 | 2,021 | |||
NCLC and Voyager Vessel Company, LLC | New Revolving Loan Facility | Revolving Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate amount of commitments | $ 750 | $ 625 | ||||
Extended maturity year | 2,021 | 2,021 | 2,021 | |||
Ncl International Ltd | Second Amended and Restated Credit Agreement (the "Amended Senior Secured Credit Facility") | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate principal amount | € | € 729.9 | |||||
Ncl International Ltd | Existing Senior Secured Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Aggregate principal amount | € | € 590.5 | |||||
Seven Seas Explorer | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 373.6 | |||||
Interest rate | 3.43% | 3.43% | ||||
Extended maturity year | 2,028 | 2,028 | ||||
Percentage of contract price in place of export financing | 80.00% | |||||
NCLC | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 700 | |||||
Interest rate | 4.75% | |||||
NCLC | 5.25% senior unsecured notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, principal amount | $ 680 | |||||
Interest rate | 5.25% | |||||
Extended maturity year | 2,019 |
Long-Term Debt (Detail Textua62
Long-Term Debt (Detail Textuals 1) | 1 Months Ended |
Jun. 30, 2016 | |
Line of Credit Facility [Line Items] | |
Revolving and Term Loan facility interest rate terms | The New Term Loan A Facility and New Revolving Loan Facility bear interest at a rate per annum of (a) an adjusted LIBOR rate or (b) a base rate determined by reference to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate in effect on such day and (iii) the adjusted LIBOR rate plus 1%, in each case plus an applicable margin that is determined by reference to a total leverage ratio, with an applicable margin of between 2.25% and 1.50% with respect to Eurocurrency loans and between 1.25% and 0.50% with respect to base rate loans. The initial applicable margin for borrowings is 2.25% with respect to Eurocurrency borrowings and 1.25% with respect to base rate borrowings. |
Description of variable rate basis | prime rate |
Maximum commitment fee percentage of applicable margin for Eurocurrency loans | 40.00% |
New Term Loan A Facility | |
Line of Credit Facility [Line Items] | |
Frequency of Payment terms | The New Term Loan A Facility is paid in quarterly installments which commenced in September 2016, in a principal amount equal to (a) in the case of installments payable on or prior to June 6, 2018, 1.25% of the loans outstanding immediately after the closing date under the New Term Loan A Facility and (b) in the case of installments payable after June 6, 2018, 2.50% of the loans outstanding immediately after the closing date under the New Term Loan A Facility, with the remaining unpaid principal amount of loans under the New Term Loan A Facility due and payable in full at maturity on June 6, 2021. Principal amounts outstanding under the New Revolving Loan Facility are due and payable in full at maturity on June 6, 2021, subject to earlier repayment pursuant to the springing maturity date described above. |
Percentage of loans outstanding for installment payable prior to maturity | 1.25% |
Percentage of loans outstanding for installment payable after maturity | 2.50% |
New Term Loan A Facility | Base Rate | |
Line of Credit Facility [Line Items] | |
Description of variable rate basis | base rate |
Initial applicable margin rate | 1.25% |
New Term Loan A Facility | Base Rate | Maximum | |
Line of Credit Facility [Line Items] | |
Initial applicable margin rate | 0.50% |
New Term Loan A Facility | Federal Fund Rate | |
Line of Credit Facility [Line Items] | |
Description of variable rate basis | federal funds rate |
Initial applicable margin rate | 0.50% |
New Term Loan A Facility | Eurodollar | |
Line of Credit Facility [Line Items] | |
Description of variable rate basis | Eurocurrency |
Initial applicable margin rate | 2.25% |
New Term Loan A Facility | Eurodollar | Minimum | |
Line of Credit Facility [Line Items] | |
Initial applicable margin rate | 1.50% |
New Term Loan A Facility | Eurodollar | Maximum | |
Line of Credit Facility [Line Items] | |
Initial applicable margin rate | 2.25% |
New Term Loan A Facility | London Interbank Offered Rate (LIBOR) | |
Line of Credit Facility [Line Items] | |
Description of variable rate basis | adjusted LIBOR |
Initial applicable margin rate | 1.00% |
Related Party Disclosures - Sum
Related Party Disclosures - Summary of shareholders and share ownership (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2008 | ||
Related Party Transaction [Line Items] | |||||
Number of shares | 31,164,004 | 31,164,004 | |||
Apollo Funds | |||||
Related Party Transaction [Line Items] | |||||
Number of shares | [1] | 36,103,782 | |||
Percentage Ownership | 15.90% | [1] | 50.00% | ||
Genting HK | |||||
Related Party Transaction [Line Items] | |||||
Number of shares | [2] | 25,398,307 | |||
Percentage Ownership | [2] | 11.20% | |||
TPG Viking Funds | |||||
Related Party Transaction [Line Items] | |||||
Number of shares | [3] | 5,329,834 | |||
Percentage Ownership | 2.30% | [3] | 12.50% | ||
[1] | The Apollo Holders include NCL Athene LLC, AIF VI NCL (AIV), L.P., AIF VI NCL (AIV II), L.P., AIF VI NCL (AIV III), L.P., AIF VI NCL (AIV IV), L.P., Apollo Overseas Partners (Delaware) VI, L.P., Apollo Overseas Partners (Delaware 892) VI, L.P., Apollo Overseas Partners VI, L.P., Apollo Overseas Partners (Germany) VI, L.P., AAA Guarantor-Co-Invest VII, L.P., AIF VI Euro Holdings, L.P., AIF VII Euro Holdings, L.P., Apollo Alternative Assets, L.P., Apollo Management VI, L.P. and Apollo Management VII, L.P. | ||||
[2] | Genting HK owns our ordinary share indirectly through Star NCLC Holdings Ltd., a Bermuda wholly-owned subsidiary. | ||||
[3] | The TPG Viking Funds include TPG Viking, L.P., a Delaware limited partnership, TPG Viking AIV I, L.P., a Cayman Islands exempted limited partnership, TPG Viking AIV II, L.P., a Cayman Islands exempted limited partnership and TPG Viking AIV III, L.P., a Delaware limited partnership. |
Related Party Disclosures (Deta
Related Party Disclosures (Detail Textuals) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2014USD ($) | Jun. 30, 2012USD ($)Periodic_payment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | |
Related Party Transaction [Line Items] | ||||
Amount payable within fourteen days of IPO effective date | $ 44,104 | $ 32,732 | ||
Genting HK | ||||
Related Party Transaction [Line Items] | ||||
Business acquisition payable | $ 209,300 | |||
Amount payable within fourteen days of IPO effective date | $ 79,700 | |||
Note payable period after issuance of IPO | 14 days | |||
Repayment in connection with the Norwegian Sky purchase agreement | $ 259,300 | |||
Genting HK | Norwegian Sky | ||||
Related Party Transaction [Line Items] | ||||
Purchase price of acquisition | $ 259,300 | |||
Consideration paid in cash | $ 50,000 | |||
Debt instrument number of periodic payment | Periodic_payment | 7 | |||
Semi-annual payments beginning date | 2013 June | |||
Weighted average interest rate | 1.52% | |||
Fair value of notes payable | $ 205,500 | |||
Debt instrument, imputed interest rate | 2.26% | |||
Apollo Holders And Genting Hk | Norwegian Cruise Line Holdings Ltd. | Secondary Equity Offering | ||||
Related Party Transaction [Line Items] | ||||
Stock repurchase, shares | shares | 348,553 | |||
Stock repurchase,value | $ 20,000 | |||
Apollo Funds | Norwegian Cruise Line Holdings Ltd. | Merger Agreement | ||||
Related Party Transaction [Line Items] | ||||
Business acquisition payable | $ 3,025,000 |
Fair Value Measurements and D65
Fair Value Measurements and Derivatives - Derivatives Measured at Fair Value and Disclosed by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Assets | $ 20,302 | $ 3,446 |
Liability | 238,069 | 344,619 |
Designated as Hedging Instrument | Fuel Swaps | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | ||
Liability | 44,271 | 128,740 |
Designated as Hedging Instrument | Fuel Swaps | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 13,237 | |
Liability | 38,608 | 132,494 |
Designated as Hedging Instrument | Fuel Swaps | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 20,288 | |
Liability | ||
Designated as Hedging Instrument | Foreign Currency Forward Contracts | Other long-term assets | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 14 | 3,446 |
Liability | 1,370 | |
Designated as Hedging Instrument | Foreign Currency Forward Contracts | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | ||
Liability | 61,788 | 8,737 |
Designated as Hedging Instrument | Foreign Currency Forward Contracts | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | 551 | |
Liability | 88,920 | 24,181 |
Designated as Hedging Instrument | Interest Rate Swaps | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | ||
Liability | 3,331 | 4,079 |
Designated as Hedging Instrument | Interest Rate Swaps | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | ||
Liability | 1,151 | 3,395 |
Not Designated as Hedging Instrument | Foreign Currency Collar | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Assets | ||
Liability | $ 42,993 |
Fair Value Measurements and D66
Fair Value Measurements and Derivatives - Amounts Recognized Within Assets and Liabilities Based on Right of Offset (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||
Assets, Gross Amounts | $ 20,302 | $ 3,446 |
Assets, Gross Amounts Offset | (1,370) | |
Assets, Total Net Amounts | 20,302 | 2,076 |
Assets, Gross Amounts Not Offset | (14) | (2,043) |
Assets, Net Amounts | 20,288 | 33 |
Liabilities, Gross Amounts | 238,069 | 344,619 |
Liabilities, Gross Amounts Offset | (13,237) | (551) |
Liabilities, Total Net Amounts | 224,832 | 344,068 |
Liabilities, Gross Amount Not Offset | (155,190) | (336,645) |
Liabilities, Net Amounts | $ 69,642 | $ 7,423 |
Fair Value Measurements and D67
Fair Value Measurements and Derivatives - Effects of Fuel swap Derivatives Designated as Cash flow Hedges (Details 2) - Designated as Hedging Instrument - Cash Flow Hedging - Fuel Swaps - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in other comprehensive income (loss) - effective portion | $ 127,470 | $ (173,513) | $ (198,595) |
Loss recognized in other income (expense), net - ineffective portion | (12,850) | (16,011) | (5,753) |
Amount reclassified from accumulated other comprehensive income (loss) into fuel expense | $ 85,448 | $ 75,808 | $ 8,388 |
Fair Value Measurements and D68
Fair Value Measurements and Derivatives - Effects on consolidated financial statements of fuel swaps (Details 3) - Dedesignated as Hedging Instrument - Cash Flow Hedging - Fuel Swaps - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments Gain Loss [Line Items] | |||
Amount reclassified from accumulated other comprehensive income (loss) into other income (expense), net | $ 2,994 | $ 10,000 | |
Loss recognized in other income (expense), net | $ (271) | $ (4,727) |
Fair Value Measurements and D69
Fair Value Measurements and Derivatives - Effects of Fuel Collars Designated as Cash flow Hedges (Details 4) - Designated as Hedging Instrument - Cash Flow Hedging - Fuel Collars and Options - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss recognized in other comprehensive income (loss) - effective portion | $ (1,024) | ||
Loss recognized in other income (expense), net - ineffective portion | (292) | ||
Amount reclassified from accumulated other comprehensive income (loss) into fuel expense | $ 248 | $ 1,888 |
Fair Value Measurements and D70
Fair Value Measurements and Derivatives - Effects of Fuel Options Which Were Not Designated as Hedging Instruments (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Not Designated as Hedging Instrument | Fuel Collars and Options | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss recognized in other income (expense), net | $ (864) |
Fair Value Measurements and D71
Fair Value Measurements and Derivatives - Effects of Foreign Currency Options Designated as Cash flow Hedges (Details 6) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss recognized in other income (expense), net - ineffective portion | $ (30,700) | $ (6,900) | |
Designated as Hedging Instrument | Cash Flow Hedging | Foreign Currency Options | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss recognized in other comprehensive income (loss) - effective portion | (1,157) | ||
Loss recognized in other income (expense), net - ineffective portion | (241) | ||
Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense | $ 1,320 | $ 1,320 | $ 1,269 |
Fair Value Measurements and D72
Fair Value Measurements and Derivatives - Effects of Foreign Currency Forward Contracts Designated as Cash flow Hedges (Details 7) - Designated as Hedging Instrument - Cash Flow Hedging - Foreign Currency Forward Contracts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss recognized in other comprehensive income (loss) - effective portion | $ (124,058) | $ (84,187) | $ (30,686) |
Loss recognized in other income (expense), net - ineffective portion | (270) | (343) | (7) |
Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense | $ 2,625 | $ 116 | $ (243) |
Fair Value Measurements and D73
Fair Value Measurements and Derivatives - Effects of Foreign Currency Forward Contracts Not Designated as Cash flow Hedges (Details 8) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Not Designated as Hedging Instrument | Foreign Currency Forward Contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in other income (expense), net | $ (6,133) | $ 684 |
Fair Value Measurements and D74
Fair Value Measurements and Derivatives - Effects of Foreign Currency Collar Designated as Cash Flow Hedges (Details 9) - Designated as Hedging Instrument - Cash Flow Hedging - Foreign Currency Collar - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss recognized in other comprehensive income (loss) - effective portion | $ (1,588) | ||
Amount reclassified from accumulated comprehensive income (loss) into depreciation and amortization expense | $ (364) | $ (364) | $ (333) |
Fair Value Measurements and D75
Fair Value Measurements and Derivatives - Effects of Foreign Currency Collar not Designated as hedging instrument (Details 10) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Not Designated as Hedging Instrument | Foreign Currency Collar | |||
Derivative Instruments Gain Loss [Line Items] | |||
Gain (loss) recognized in other income (expense), net | $ 10,312 | $ (26,249) | $ (6,980) |
Fair Value Measurements and D76
Fair Value Measurements and Derivatives - Effects of Interest Rates Swaps Designated as Cash flow Hedges (Details 11) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in other income (expense), net - ineffective portion | $ (30,700) | $ (6,900) | |
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss recognized in other comprehensive income (loss) - effective portion | $ (1,701) | (5,152) | (5,386) |
Gain (loss) recognized in other income (expense), net - ineffective portion | 3 | (23) | |
Amount reclassified from other comprehensive income (loss) into interest expense, net | $ 3,946 | $ 4,614 | $ 2,385 |
Fair Value Measurements and D77
Fair Value Measurements and Derivatives - Effects of Interest Rates Swaps not Designated as hedging instrument (Details 11) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Not Designated as Hedging Instrument | Interest Rate Swaps | |||
Derivative Instruments Gain Loss [Line Items] | |||
Loss recognized in other income (expense), net | $ (2) | $ (3) |
Fair Value Measurements and D78
Fair Value Measurements and Derivatives (Detail Textuals) $ in Millions, € in Billions | Dec. 31, 2016USD ($)Metric_Ton | Dec. 31, 2016EUR (€)Metric_Ton | Dec. 31, 2015USD ($) |
Foreign Currency Forward Contracts | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notional amount | $ 2,700 | € 2.6 | |
Interest Rate Swaps | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Notional amount | $ 308.5 | ||
Fuel Swaps | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Projected fuel purchases | Metric_Ton | 1.5 | 1.5 | |
Fair value of long-term debt | $ 6,525.7 | $ 6,495.5 | |
Maximum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of long-term debt in excess of carrying value | 11.6 | ||
Minimum | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of long-term debt in excess of carrying value | $ 6.6 |
Employee Benefits and Share-B79
Employee Benefits and Share-Based Compensation - Summary of assumptions used within Option-Pricing Model (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Time Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | |||
Expected stock price volatility, minimum | 30.36% | 32.32% | 48.30% |
Expected stock price volatility, maximum | 33.01% | 45.33% | 49.90% |
Risk-free interest rate, minimum | 1.20% | 1.34% | 1.80% |
Risk-free interest rate, maximum | 1.48% | 1.92% | 2.02% |
Expected term | 6 years | 6 years 3 months | |
Time Based Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years | ||
Time Based Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 6 months | ||
Performance Based Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | |||
Expected stock price volatility, minimum | 25.97% | 29.31% | |
Expected stock price volatility, maximum | 30.21% | 29.86% | |
Risk-free interest rate, minimum | 1.01% | ||
Risk-free interest rate, maximum | 1.93% | ||
Risk-free interest rate | 1.76% | ||
Performance Based Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 4 years 4 months 17 days | 4 years 10 months 17 days | |
Performance Based Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 5 years 1 month 17 days | 5 years 4 months 17 days | |
Market based share option awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | |||
Expected stock price volatility | 30.00% | ||
Risk-free interest rate | 1.34% | ||
Expected term, description | Mid-point from vesting to assumed options expiration |
Employee Benefits and Share-B80
Employee Benefits and Share-Based Compensation - Summary of Option activity (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted Average Remaining Term (Years) | ||
Outstanding as of December 31, 2016 | 7 years 9 months 22 days | 8 years 7 months 2 days |
Vested and expected to vest as of December 31, 2016 | 7 years 7 months 6 days | |
Exercisable as of December 31, 2016 | 6 years 8 months 1 day | |
Aggregate intrinsic Value | ||
Outstanding as of December 31, 2016 | $ 35,429 | $ 104,864 |
Vested and expected to vest as of December 31, 2016 | 34,926 | |
Exercisable as of December 31, 2016 | $ 24,272 | |
Time Based Options | ||
Number of Share Option Awards | ||
Outstanding as of January 1, 2016 | 7,702,071 | |
Granted | 1,095,000 | |
Exercised | (235,555) | |
Forfeited and cancelled | (786,458) | |
Outstanding as of December 31, 2016 | 7,775,058 | 7,702,071 |
Vested and expected to vest as of December 31, 2016 | 7,558,521 | |
Exercisable as of December 31, 2016 | 2,539,348 | |
Weighted-Average Exercise Price | ||
Outstanding as of January 1, 2016 | $ 47.35 | |
Granted | 49.88 | |
Exercised | 28.19 | |
Forfeited and cancelled | 49.82 | |
Outstanding as of December 31, 2016 | 48.04 | $ 47.35 |
Vested and expected to vest as of December 31, 2016 | 48.01 | |
Exercisable as of December 31, 2016 | $ 43.30 | |
Performance Based Options | ||
Number of Share Option Awards | ||
Outstanding as of January 1, 2016 | 432,752 | |
Granted | 52,083 | |
Exercised | (51,857) | |
Forfeited and cancelled | ||
Outstanding as of December 31, 2016 | 432,978 | 432,752 |
Vested and expected to vest as of December 31, 2016 | 432,978 | |
Exercisable as of December 31, 2016 | 432,978 | |
Weighted-Average Exercise Price | ||
Outstanding as of January 1, 2016 | $ 19 | |
Granted | 59.43 | |
Exercised | 19 | |
Forfeited and cancelled | ||
Outstanding as of December 31, 2016 | 23.86 | $ 19 |
Vested and expected to vest as of December 31, 2016 | 23.86 | |
Exercisable as of December 31, 2016 | $ 23.86 | |
Market based share option awards | ||
Number of Share Option Awards | ||
Outstanding as of January 1, 2016 | 208,333 | |
Granted | ||
Exercised | ||
Forfeited and cancelled | ||
Outstanding as of December 31, 2016 | 208,333 | 208,333 |
Vested and expected to vest as of December 31, 2016 | 208,333 | |
Exercisable as of December 31, 2016 | ||
Weighted-Average Exercise Price | ||
Outstanding as of January 1, 2016 | $ 59.43 | |
Granted | ||
Exercised | ||
Forfeited and cancelled | ||
Outstanding as of December 31, 2016 | 59.43 | $ 59.43 |
Vested and expected to vest as of December 31, 2016 | 59.43 | |
Exercisable as of December 31, 2016 |
Employee Benefits and Share-B81
Employee Benefits and Share-Based Compensation - Summary of Restricted Share Awards (Detail 2) - Time-based RSUs - Restricted Stock - Norwegian Cruise Line Holdings Ltd. | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Restricted Share Awards | |
Non-vested as of January 1, 2016 | shares | 43,653 |
Vested | shares | (26,429) |
Forfeited or expired | shares | (352) |
Non-vested as of December 31, 2016 | shares | 16,872 |
Weighted-Average Grant-Date Fair Value | |
Non-vested as of January 1, 2016 | $ / shares | $ 5.87 |
Vested | $ / shares | 4.79 |
Forfeited or expired | $ / shares | 2.5 |
Non-vested as of December 31, 2016 | $ / shares | $ 7.63 |
Employee Benefits and Share-B82
Employee Benefits and Share-Based Compensation - Fair value assumptions of RSUs (Details 3) - Restricted Share Units ("RSUs") | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Expected stock price volatility | 30.00% |
Risk-free interest rate | 1.34% |
Expected term | Mid-point from vesting to assumed options expiration |
Employee Benefits and Share-B83
Employee Benefits and Share-Based Compensation - Summary of RSUs activity (Details 4) - Restricted stock units (RSUs) - Norwegian Cruise Line Holdings Ltd. | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Time-based RSUs | |
Number of Restricted Share Awards | |
Non-vested as of January 1, 2016 | 150,000 |
Granted | 1,328,490 |
Vested | (50,000) |
Forfeited or expired | (123,155) |
Non-vested as of December 31, 2016 | 1,305,335 |
Non-vested and expected to vest as of December 31, 2016 | 1,267,692 |
Weighted-Average Grant-Date Fair Value | |
Non-vested as of January 1, 2016 | $ / shares | $ 59.43 |
Granted | $ / shares | 49.62 |
Vested | $ / shares | 57.15 |
Forfeited or expired | $ / shares | 50.44 |
Non-vested as of December 31, 2016 | $ / shares | 50.38 |
Non-vested and expected to vest as of December 31, 2016 | $ / shares | $ 50.43 |
Performance-Based Awards | |
Number of Restricted Share Awards | |
Non-vested as of January 1, 2016 | |
Granted | 12,500 |
Vested | (12,500) |
Forfeited or expired | |
Non-vested as of December 31, 2016 | |
Non-vested and expected to vest as of December 31, 2016 | |
Weighted-Average Grant-Date Fair Value | |
Non-vested as of January 1, 2016 | $ / shares | |
Granted | $ / shares | 50 |
Vested | $ / shares | 50 |
Non-vested as of December 31, 2016 | $ / shares | |
Non-vested and expected to vest as of December 31, 2016 | $ / shares | |
Market-based RSUs | |
Number of Restricted Share Awards | |
Non-vested as of January 1, 2016 | 50,000 |
Granted | |
Vested | |
Forfeited or expired | |
Non-vested as of December 31, 2016 | 50,000 |
Non-vested and expected to vest as of December 31, 2016 | 50,000 |
Weighted-Average Grant-Date Fair Value | |
Non-vested as of January 1, 2016 | $ / shares | $ 59.43 |
Granted | $ / shares | |
Vested | $ / shares | |
Forfeited or expired | $ / shares | |
Non-vested as of December 31, 2016 | $ / shares | 59.43 |
Non-vested and expected to vest as of December 31, 2016 | $ / shares | $ 59.43 |
Employee Benefits and Share-B84
Employee Benefits and Share-Based Compensation - Summary of compensation expense recognized for share-based compensation (Details 5) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation expense | $ 66,414 | $ 42,209 | $ 20,627 | ||
Marketing general and administrative expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation expense | [1] | 58,621 | 42,209 | 20,627 | [2] |
Payroll And Related | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation expense | [3] | $ 7,793 | |||
[1] | Amounts relate to equity granted to certain of our corporate employees. | ||||
[2] | Amount above includes $6.0 million of non-recurring charges associated with the Management Exchange Agreement. | ||||
[3] | Amounts relate to equity granted to certain of our shipboard officers. |
Employee Benefits and Share-B85
Employee Benefits and Share-Based Compensation - Summary related to Shipboard Retirement Plan (Details 6) - Shipboard Retirement Plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Pension expense: | |||
Service cost | $ 1,863 | $ 1,793 | $ 1,393 |
Interest cost | 874 | 738 | 728 |
Amortization of prior service cost | 378 | 378 | 378 |
Amortization of actuarial loss | 54 | 99 | |
Total pension expense | 3,169 | 3,008 | 2,499 |
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | 21,078 | 19,730 | 15,570 |
Service cost | 1,863 | 1,793 | 1,393 |
Interest cost | 874 | 738 | 728 |
Actuarial gain (loss) | (65) | (625) | 2,689 |
Direct benefit payments | (1,145) | (558) | (650) |
Projected benefit obligation at end of year | 22,605 | 21,078 | 19,730 |
Amounts recognized in the consolidated balance sheets: | |||
Projected benefit obligation | 22,605 | 21,078 | 19,730 |
Amounts recognized in accumulated other comprehensive income (loss): | |||
Prior service cost | (4,915) | (5,293) | (5,671) |
Accumulated actuarial loss | (3,008) | (3,126) | (3,849) |
Accumulated other comprehensive income (loss) | $ (7,923) | $ (8,419) | $ (9,520) |
Employee Benefits and Share-B86
Employee Benefits and Share-Based Compensation - Summary of pension benefits expected to be paid (Details 7) $ in Thousands | Dec. 31, 2016USD ($) |
Disclosure Of Compensation Related Costs Share based Payments [Abstract] | |
2,017 | $ 1,182 |
2,018 | 1,077 |
2,019 | 1,144 |
2,020 | 1,154 |
2,021 | 1,231 |
Next five years | $ 8,185 |
Employee Benefits and Share-B87
Employee Benefits and Share-Based Compensation - (Detail Textuals) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
May 31, 2016 | Mar. 31, 2016 | Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total intrinsic value of options exercised | $ 5.2 | $ 68 | $ 4.5 | ||||
Total taxes paid pursuant to net share settlements | $ 0.9 | ||||||
Restated 2013 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share options and ordinary shares, authorized | 12,430,000 | ||||||
Maximum number of shares that can be granted to one individual | 27,465,106 | ||||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based award, vesting period | 4 years | ||||||
Total unrecognized compensation cost related to share options granted | $ 0.1 | ||||||
Weighted average period for recognition of unrecognized compensation expense | 5 months 9 days | ||||||
Total fair value of shares vested | $ 1.1 | $ 40.9 | $ 0.7 | ||||
Share Option Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incremental cost associated with vested awards | $ 5.5 | ||||||
Time-based RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based award, vesting period | 3 years | 5 years | |||||
Vesting percentage of stock option | 50.00% | ||||||
Weighted-average grant-date fair value of options granted | $ 17.11 | $ 20.90 | $ 16.86 | ||||
Time-based RSUs | Restricted stock units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost related to share options granted | $ 45.1 | ||||||
Weighted average period for recognition of unrecognized compensation expense | 2 years 2 months 9 days | ||||||
Performance-Based Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage of stock option | 50.00% | ||||||
Weighted-average grant-date fair value of options granted | $ 8.67 | 17.07 | |||||
Total unrecognized compensation cost related to share options granted | $ 0 | ||||||
Weighted average period for recognition of unrecognized compensation expense | 0 years | ||||||
Performance-Based Units | Restricted stock units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted | 87,500 | ||||||
Total unrecognized compensation cost related to share options granted | $ 0 | ||||||
Weighted average period for recognition of unrecognized compensation expense | 0 years | ||||||
Performance-Based Units | Amended Employment Agreement | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted | 364,584 | ||||||
Market based share option awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted | |||||||
Exercise price per share | |||||||
Weighted-average grant-date fair value of options granted | $ 12.37 | ||||||
Total unrecognized compensation cost related to share options granted | $ 0.7 | ||||||
Weighted average period for recognition of unrecognized compensation expense | 6 months 15 days | ||||||
Market based share option awards | Restricted stock units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation cost related to share options granted | $ 0.4 | ||||||
Weighted average period for recognition of unrecognized compensation expense | 6 months 15 days | ||||||
Time Based Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares granted | 1,095,000 | ||||||
Exercise price per share | $ 49.88 | ||||||
Total unrecognized compensation cost related to share options granted | $ 70.2 | ||||||
Weighted average period for recognition of unrecognized compensation expense | 1 year 9 months | ||||||
Time Based Options | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of shares granted | 7 years | ||||||
Time Based Options | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of shares granted | 10 years | ||||||
NCLH | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of economic interest | 100.00% | 100.00% | |||||
Proceeds from the exercise of share options | $ 7.6 | $ 69.1 | $ 6.1 | ||||
NCLH | Restricted stock units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based award, vesting period | 3 years | ||||||
Number of shares granted | 1,200,000 | ||||||
NCLH | Performance Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share options and ordinary shares, authorized | 15,035,106 | ||||||
Maximum number of shares that can be granted to one individual | 5,000,000 | ||||||
NCLH | Performance Incentive Plan | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of shares granted | 7 years | ||||||
NCLH | Performance Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Contractual term of shares granted | 10 years | ||||||
NCLH | Share Option Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share based award, vesting period | 3 years | ||||||
Number of shares granted | 1,000,000 | ||||||
Exercise price per share | $ 50.31 | ||||||
Contractual term of shares granted | 10 years | ||||||
Vesting percentage of stock option | 3.00% |
Employee Benefits and Share-B88
Employee Benefits and Share-Based Compensation - (Detail Textuals 1) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 66,414 | $ 42,209 | $ 20,627 | |
Matching contributions to vest period | 5 years | |||
Forfeited contributions utilized | $ 100 | $ 400 | $ 100 | |
Discount rates used in net periodic benefit cost calculation | 4.30% | 3.80% | 4.80% | |
Amortization period of actuarial loss | 18 years 10 months 21 days | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Contribution percentage of employee eligible compensation | 100.00% | |||
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Maximum ordinary shares purchased | 2,000,000 | |||
Percentage of purchase price discount | 15.00% | |||
Accrued payroll liability | $ 1,300 | $ 1,100 | ||
Non Recurring Costs | Management Exchange Agreement | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 6,000 | |||
First 3% of Each Participant's Contributions | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employer matching contribution percent | 100.00% | |||
Defined contribution plan, percentage of employee contribution | 3.00% | |||
Next 4% - 10% of Each Participants Contribution | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employer matching contribution percent | 50.00% | |||
Next 4% - 10% of Each Participants Contribution | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Defined contribution plan, percentage of employee contribution | 3.00% | |||
Next 4% - 10% of Each Participants Contribution | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Defined contribution plan, percentage of employee contribution | 10.00% | |||
Supplemental Executive Retirement Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred compensation amount under Supplemental Executive retirement Plan | $ 500 | 500 | ||
Recorded expenses related to 401k plan and SERP | 6,400 | 5,300 | $ 3,700 | |
Shipboard Retirement Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Projected benefit obligation included in accrued expenses and other liabilities | 1,200 | 1,100 | ||
Projected benefit obligation included in other long-term liabilities | $ 21,400 | $ 20,000 |
Income Taxes - Components of ne
Income Taxes - Components of net income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components Of Net Income Before Income Taxes [Line Items] | |||
Net income before income taxes | $ 643,788 | $ 437,778 | $ 344,844 |
Bermuda | |||
Components Of Net Income Before Income Taxes [Line Items] | |||
Net income before income taxes | |||
Foreign - Other | |||
Components Of Net Income Before Income Taxes [Line Items] | |||
Net income before income taxes | $ 643,788 | $ 437,778 | $ 344,844 |
Income Taxes - Components of th
Income Taxes - Components of the provision for income taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
United States | $ (36) | $ (36) | $ (540) |
Total current: | (3,659) | (341) | (3,934) |
Deferred: | |||
United States | 3,594 | 363 | (1,805) |
Total deferred: | (3,594) | (363) | 3,975 |
Income tax benefit (expense) | (65) | 22 | (5,739) |
Bermuda | |||
Current: | |||
Foreign | |||
Deferred: | |||
Foreign | |||
Foreign - Other | |||
Current: | |||
Foreign | (3,623) | (305) | (3,394) |
Deferred: | |||
Foreign |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of income tax expense computed by applying our Bermuda statutory rate and reported income tax expense (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax at Bermuda statutory rate | |||
Foreign income taxes at different rates | $ (2,383) | $ 58 | $ 4,812 |
Tax contingencies | (286) | (36) | |
Return to provision adjustments | (990) | ||
Valuation allowance | 3,594 | (10,551) | |
Total | $ (65) | $ 22 | $ (5,739) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details 3) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Loss carryforwards | $ 102,636 | $ 85,443 |
Other | 1,429 | 1,460 |
Valuation allowance | (64,573) | (61,437) |
Total net deferred tax assets | 39,492 | 25,466 |
Deferred tax liabilities: | ||
Property and equipment | (37,001) | (26,569) |
Total deferred tax liabilities | (37,001) | (26,569) |
Net deferred tax asset (liability) | $ 2,491 | $ (1,103) |
Income Taxes - Reconciliation93
Income Taxes - Reconciliation of the total amounts of unrecognized tax benefits (Details 4) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of the year | $ 1,394 | $ 1,394 |
Gross increases in tax positions from prior periods | 250 | |
Unrecognized tax benefits, end of year | $ 1,644 | $ 1,394 |
Income Taxes (Detail Textuals)
Income Taxes (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 19, 2014 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||
Valuation allowance | $ (3,594) | $ 10,551 | ||
Unrecognized tax benefits | 1,644 | $ 1,394 | $ 1,394 | |
Prestige | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 151,200 | 126,900 | ||
U.S. federal and state net operating loss carryforwards, expiration year | 2,023 | |||
Valuation allowance | $ 36,500 | |||
NORWAY | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 22,900 | 35,100 | ||
U.K | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 9,500 | 12,500 | ||
NCLC | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 256,300 | $ 197,000 | ||
U.S. federal and state net operating loss carryforwards, expiration year | 2,023 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of minimum annual rentals for non-cancelable leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 15,759 |
2,018 | 15,574 |
2,019 | 15,130 |
2,020 | 14,565 |
2,021 | 14,284 |
Thereafter | 76,279 |
Total minimum annual rentals | $ 151,591 |
Commitments and Contingencies96
Commitments and Contingencies - Summary of minimum annual payments for Non-Cancelable Ship Construction Contracts (Details 1) - Ship Construction Contracts $ in Thousands | Dec. 31, 2016USD ($) |
Other Commitments [Line Items] | |
2,017 | $ 976,005 |
2,018 | 981,534 |
2,019 | 869,745 |
2,020 | 326,711 |
Total minimum annual payments | $ 3,153,995 |
Commitments and Contingencies97
Commitments and Contingencies -Summary of future commitments to pay for usage of certain port facilities (Details 2) - Port Facility Commitments $ in Thousands | Dec. 31, 2016USD ($) |
Other Commitments [Line Items] | |
2,017 | $ 54,301 |
2,018 | 36,584 |
2,019 | 29,895 |
2,020 | 30,360 |
2,021 | 30,838 |
Thereafter | 105,015 |
Total port facility future commitments | $ 286,993 |
Commitments and Contingencies98
Commitments and Contingencies (Detail Textuals) £ in Millions, $ in Millions, € in Billions | 12 Months Ended | ||||
Dec. 31, 2016USD ($)Gross_TonCruiseShip | Dec. 31, 2016GBP (£)CruiseShip | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016EUR (€)Gross_Ton | |
Commitments and Contingencies Disclosure [Line Items] | |||||
Expenses under non-cancelable operating lease commitments | $ 15 | $ 12.6 | $ 9.2 | ||
Ship Construction Contracts | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Scheduled delivery date of ships under construction | spring of 2017, spring of 2018 and fall of 2019 | spring of 2017, spring of 2018 and fall of 2019 | |||
Cruising ships to be built | CruiseShip | 3 | 3 | |||
Capacity of ship, tons | Gross_Ton | 164,600 | 164,600 | |||
Aggregate contract price of new ships | $ 2,700 | € 2.6 | |||
Export credit facility financing as percentage of contract price | 80.00% | 80.00% | |||
Ship Construction Contracts | Explorer Class Ship | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Aggregate contract price of new ships | $ 443,800 | € 422 | |||
Export credit facility financing as percentage of contract price | 80.00% | 80.00% | |||
Other Commitments | |||||
Commitments and Contingencies Disclosure [Line Items] | |||||
Performance guarantee required to be maintained | $ 30 | ||||
Secuirty gurantee | £ | £ 10.5 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Income and Expenses [Abstract] | |||
Other income (expense), net | $ 8.3 | $ 46.7 | $ 10.9 |
Unrealized and realized losses on fuel swap derivative hedge contracts | 16.1 | ||
Gains on foreign currency exchange | 4.5 | 11 | 6 |
Gains (losses) on foreign currency exchange derivative hedge contracts | $ 3.9 | 7.2 | |
Losses from dedesignation of certain fuel swap derivative hedge contracts and ineffectiveness of settled fuel swaps | 30.7 | 6.9 | |
Fair value adjustment of foreign exchange collar | $ 26.2 | ||
Losses related to deferred revenue adjustment | $ 3 |
Concentration Risk (Detail Text
Concentration Risk (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |||
Food and labor cost | $ 137.2 | $ 122.4 | $ 11.4 |
Supplemental Cash Flow Infor101
Supplemental Cash Flow Information (Detail Textuals) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest and related fees | $ 303.2 | $ 218.3 | $ 233.5 |
Non-cash investing activities in connection with property and equipment | 26.7 | ||
Non-cash investing activity in connection with capital leases | 31.1 | ||
Non-cash investing activities for capital expenditures | 41.1 | 13 | |
Non-cash investing and financing activity related to a seller financed capital expenditure | 82 | ||
Income taxes paid | $ 8.8 | $ 10.3 | $ 9.8 |
Subsequent Events (Detail Textu
Subsequent Events (Detail Textuals) - 1 months ended Feb. 28, 2017 - Subsequent Event € in Millions, $ in Millions | USD ($)CruiseShipBerthT | EUR (€) |
Delivery Dates through 2025 | ||
Subsequent Event [Line Items] | ||
Number of additional ships | 4 | |
Gross weight of ships | T | 140,000 | |
Number of berths | Berth | 3,300 | |
Contract price of ships based on exchange rate as of December 31, 2016 | $ 841.4 | € 800 |
Percentage of export cedit financing | 80.00% | |
Delivery Dates from 2026 and 2027 | ||
Subsequent Event [Line Items] | ||
Number of additional ships | 2 |
Quarterly Selected Financial103
Quarterly Selected Financial Data (Unaudited) (in thousands) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 1,125,137 | $ 1,484,736 | $ 1,186,835 | $ 1,077,632 | $ 1,036,523 | $ 1,284,910 | $ 1,085,433 | $ 938,182 | $ 4,874,340 | $ 4,345,048 | $ 3,125,881 |
Operating income | 154,667 | 414,260 | 227,756 | 132,266 | 119,487 | 307,611 | 218,201 | 61,006 | 928,949 | 706,305 | 507,451 |
Net income (loss) | $ 74,648 | $ 346,003 | $ 148,099 | $ 74,973 | $ 39,694 | $ 256,293 | $ 161,836 | $ (20,023) | $ 643,723 | $ 437,800 | $ 339,105 |
Schedule II Valuation and Qu104
Schedule II Valuation and Qualifying Accounts (Details) - Valuation allowance on deferred tax assets - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance | $ 61,437 | $ 81,704 | $ 84,695 | |
Additions Charged to costs and expenses | ||||
Additions Charged to other accounts | 9,382 | 47,032 | ||
Deductions | [1] | (6,246) | (20,267) | (50,023) |
Balance | $ 64,573 | $ 61,437 | $ 81,704 | |
[1] | Amount relates to (i) utilization of deferred tax assets and (ii) revaluation of deferred tax assets from their functional currency to USD. |