NCL Corporation Ltd.

11/04/2025 | Press release | Distributed by Public on 11/04/2025 11:02

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Concerning Forward-Looking Statements

Some of the statements, estimates or projections contained in this report are "forward-looking statements" within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained, or incorporated by reference, in this report, including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets, expectations regarding our deferred tax assets and valuation allowances, expected fleet additions, including expected timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating to our sustainability program and decarbonization efforts may be forward-looking statements. Many, but not all, of these statements can be found by looking for words like "expect," "anticipate," "goal," "project," "plan," "believe," "seek," "will," "may," "forecast," "estimate," "intend," "future" and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to the impact of:

adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment, tariff increases and trade wars, the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence;
our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements;
our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, newbuild-related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises;
our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders;
the unavailability of ports of call and the impacts of port and destination fees and expenses;
future increases in the price of, or major changes, disruptions or reductions in, commercial airline services;
changes involving the tax and environmental regulatory regimes in which we operate, including new and existing regulations aimed at reducing greenhouse gas emissions;
the accuracy of any appraisals of our assets;
our success in controlling operating expenses and capital expenditures;
adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, armed conflict or threats thereof, acts of piracy, and other international events;
public health crises and their effect on the ability or desire of people to travel (including on cruises);
adverse incidents involving cruise ships;
our ability to maintain and strengthen our brand;
breaches in data security or other disturbances to our information technology systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection;
changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs;
mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities;
the risks and increased costs associated with operating internationally;
our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues;
impacts related to climate change and our ability to achieve our climate-related or other sustainability goals;
our inability to obtain adequate insurance coverage;
implementing precautions in coordination with regulators and global public health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with related regulatory restrictions;
pending or threatened litigation, investigations and enforcement actions;
volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees;
our reliance on third parties to provide hotel management services for certain ships and certain other services;
fluctuations in foreign currency exchange rates;
our expansion into new markets and investments in new markets and land-based destination projects;
overcapacity in key markets or globally; and
other factors set forth under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025 (our "Annual Report on Form 10-K").

The above examples are not exhaustive and new risks emerge from time to time. There may be additional risks that we currently consider immaterial or which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the

environment in which we expect to operate in the future. You are cautioned not to place undue reliance on the forward-looking statements included in this report, which speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

Solely for convenience, certain trademark and service marks referred to in this report appear without the ® or ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and service marks.

Terminology

This report includes certain non-GAAP financial measures, such as Adjusted Gross Margin, Net Yield, Net Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA and Adjusted Net Income. Definitions of these non- GAAP financial measures are included below. For further information about our non-GAAP financial measures including detailed adjustments made in calculating our non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure, we refer you to "Results of Operations" below.

Unless otherwise indicated in this report, the following terms have the meanings set forth below:

2025 Exchangeable Notes. On July 21, 2020, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $450.0 million aggregate principal amount of exchangeable senior notes due 2025.
2027 1.125% Exchangeable Notes. On November 19, 2021, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $1,150.0 million aggregate principal amount of exchangeable senior notes due 2027.
2027 2.5% Exchangeable Notes. On February 15, 2022, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, NCLC issued $473.2 million aggregate principal amount of exchangeable senior notes due 2027.
2030 0.875% Exchangeable Notes. On April 7, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, NCLC issued $353.9 million aggregate principal amount of exchangeable senior notes due 2030.
2030 0.750% Exchangeable Notes. September 11, 2025, pursuant to an indenture among NCLC, as issuer, NCLH, as guarantor, and U.S. Bank Trust Company, National Association, as trustee, NCLC issued $1,407.0 million aggregate principal amount of exchangeable senior notes due 2030.
Adjusted EBITDA.EBITDA adjusted for other income (expense), net and other supplemental adjustments.
Adjusted Gross Margin. Gross margin adjusted for payroll and related, fuel, food, other and ship depreciation. Gross margin is calculated pursuant to GAAP as total revenue less total cruise operating expense and ship depreciation.
Adjusted Net Cruise Cost Excluding Fuel.Net Cruise Cost Excluding Fuel adjusted for supplemental adjustments.
Adjusted Net Income.Net income adjusted for supplemental adjustments.
Berths.Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can accommodate three or more passengers.
Capacity Days.Berths available for sale multiplied by the number of cruise days for the period for ships in service.
Dry-dock.A process whereby a ship is positioned in a large basin where all of the fresh/sea water is pumped out in order to carry out cleaning and repairs of those parts of a ship which are below the water line.
EBITDA.Earnings before interest, taxes, and depreciation and amortization.
GAAP.Generally accepted accounting principles in the U.S.
Gross Cruise Cost.The sum of total cruise operating expense and marketing, general and administrative expense.
Gross Tons.A unit of enclosed passenger space on a cruise ship, such that one gross ton equals 100 cubic feet or 2.831 cubic meters.
Net Cruise Cost.Gross Cruise Cost less commissions, transportation and other expense and onboard and other expense.
Net Cruise Cost Excluding Fuel.Net Cruise Cost less fuel expense.
Net Yield. Adjusted Gross Margin per Capacity Day.
Occupancy Percentage. The ratio of Passenger Cruise Days to Capacity Days. A percentage greater than 100% indicates that three or more passengers occupied some cabins.
Passenger Cruise Days.The number of passengers carried for the period, multiplied by the number of days in their respective cruises.
Prestige Class Ships. Regent's Seven Seas Prestige and one additional ship on order.
Prima Class Ships. Norwegian Prima, Norwegian Viva, Norwegian Aqua, Norwegian Luna and two additional ships on order.
Revolving Loan Facility. Approximately $2.5 billion senior secured revolving credit facility.
SEC. U.S. Securities and Exchange Commission.
Shipboard Retirement Plan. An unfunded defined benefit pension plan for certain crew members which computes benefits based on years of service, subject to certain requirements.
Sonata Class Ships. Oceania Sonata, Oceania Arietta and two additional ships on order.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, such as Adjusted Gross Margin, Net Yield, Net Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA and Adjusted Net Income, to enable us to analyze our performance. See "Terminology" for the definitions of these and other non-GAAP financial measures. We utilize Adjusted Gross Margin and Net Yield to manage our business on a day-to-day basis because they reflect revenue earned net of certain direct variable costs. We also utilize Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to manage our business on a day-to-day basis. In measuring our ability to control costs in a manner that positively impacts net income,

we believe changes in Adjusted Gross Margin, Net Yield, Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance.

We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to assess operating performance. We also believe that Adjusted EBITDA is a useful measure in determining our performance as it reflects certain operating drivers of our business, such as sales growth, operating costs, marketing, general and administrative expense and other operating income and expense. In addition, management uses Adjusted EBITDA as a performance measure for our incentive compensation. Adjusted EBITDA is not a defined term under GAAP nor is it intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.

In addition, Adjusted Net Income is a non-GAAP financial measure that excludes certain amounts and is used to supplement GAAP net income. We use Adjusted Net Income as a key performance measure of our earnings performance. We believe that both management and investors benefit from referring to this non-GAAP financial measure in assessing our performance and when planning, forecasting and analyzing future periods. This non-GAAP financial measure also facilitates management's internal comparison to our historical performance. The amounts excluded in the presentation of this non-GAAP financial measure may vary from period to period; accordingly, our presentation of Adjusted Net Income may not be indicative of future adjustments or results. In 2025, we took on two newbuilds that have euro-denominated debt, that is primarily unhedged, and we expect to take delivery of ships that have euro-denominated debt in the future. Due to the significant increase in our euro-denominated debt in 2025 and the fact that a substantial portion of our debt is in dollars, we have included the related net foreign currency remeasurement losses as a supplemental adjustment in our calculation of Adjusted Net Income. To ensure comparability, we have retrospectively applied this adjustment to the corresponding periods in 2024, using a consistent methodology. The quantitative impact of these adjustments is presented in the accompanying reconciliation tables within this report.

You are encouraged to evaluate each adjustment used in calculating our non-GAAP financial measures and the reasons we consider our non-GAAP financial measures appropriate for supplemental analysis. In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to the adjustments in our presentation. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of our non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our non-GAAP financial measures may not be comparable to other companies. Please see a historical reconciliation of these measures to the most comparable GAAP measure presented in our consolidated financial statements below in the "Results of Operations" section.

Financial Presentation

We categorize revenue from our cruise and cruise-related activities as either "passenger ticket" revenue or "onboard and other" revenue. Passenger ticket revenue and onboard and other revenue vary according to product offering, the size of the ship in operation, the length of cruises operated and the markets in which the ship operates. Our revenue is seasonal based on demand for cruises, which has historically been strongest during the Northern Hemisphere's summer months. Passenger ticket revenue primarily consists of revenue for accommodations, meals in certain restaurants on the ship, certain onboard entertainment, government taxes, fees and port expenses and includes revenue for service charges and air and land transportation to and from the ship to the extent guests purchase these items from us. Onboard and other revenue primarily consists of revenue from casino, beverage sales, shore excursions, specialty dining, retail sales, spa services and Wi-Fi services. Our onboard revenue is derived from onboard activities we perform directly or that are performed by independent concessionaires, from which we receive a share of their revenue.

Our cruise operating expense is classified as follows:

Commissions, transportation and other primarily consists of direct costs associated with passenger ticket revenue. These costs include travel advisor commissions, air and land transportation expenses, related credit
card fees, certain government taxes, fees and port expenses and the costs associated with shore excursions and hotel accommodations included as part of the overall cruise purchase price.
Onboard and other primarily consists of direct costs incurred in connection with onboard and other revenue, including casino, beverage sales and shore excursions.
Payroll and related consists of the cost of wages, benefits and logistics for shipboard employees and costs of certain inventory items, including food, for a third party that provides crew and other hotel services for certain ships.
Fuel includes fuel costs, the impact of certain fuel hedges and fuel delivery costs.
Food consists of food costs for passengers and crew on certain ships.
Other consists of repairs and maintenance (including Dry-dock costs), ship insurance and other ship expenses.

Critical Accounting Policies

For a discussion of our critical accounting policies and estimates, see "Critical Accounting Policies" included in our Annual Report on Form 10-K under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations." We have made no significant changes to our critical accounting policies and estimates from those described in our Annual Report on Form 10-K.

Financing Transactions

In January 2025, the full amount of outstanding borrowings under the Breakaway one loan, Breakaway two loan, Marina newbuild loan and Riviera newbuild loan, plus any accrued and unpaid interest thereon, was repaid with funds drawn from the Revolving Loan Facility, and the related collateral was also released. NCLC also issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032. The net proceeds, together with cash on hand, were used to redeem $600.0 million aggregate principal amount of 8.375% senior secured notes due 2028 and $1.2 billion aggregate principal amount of 5.875% senior unsecured notes due 2026, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030.

In April 2025, Holders exchanged $353.9 million of 2025 Exchangeable Notes for 2030 0.875% Exchangeable Notes and an aggregate Cash Payment of $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that were exchanged to, but excluding, the closing date of the Exchange. Additionally, in April 2025, NCLH completed April Equity Offerings of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share. The Company used the net proceeds from NCLH's April Equity Offerings, together with cash on hand, to make the Cash Payment.

In June 2025, NCLC amended the Seventh ARCA to increase the aggregate amount of the lenders' commitments under the Revolving Loan Facility from $1.7 billion to approximately $2.5 billion.

In September 2025, NCLC issued approximately $1.4 billion of 2030 0.750% Exchangeable Notes, $1.2 billion of 2031 Notes, and $850.0 million of 2033 Notes. Additionally, in September 2025, NCLH completed the September Equity Offering with certain institutional investors of 3,313,868 ordinary shares at a price of $24.53 per share. The net proceeds from these transactions, together with cash on hand, were used to (i) complete the Repurchases of a portion of the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all of the 2026 Notes, 2027 Notes and 2029 Notes and (iii) pay related accrued and unpaid interest, transaction premiums, fees and expenses. The collateral of the Revolving Loan Facility was also modified.

See Note 7 - "Long-Term Debt" for more information.

Update on Bookings

The Company continues to experience healthy consumer demand across its portfolio of three brands for the balance of 2025 and into 2026, with strong demand for its Caribbean sailings. As a result, the Company remains well positioned within its optimal range for its forward 12-month booked position.

Strategic Destination Investment

We announced a second phase of expansion plans for Great Stirrup Cay, the Company's private island destination in the Bahamas, including a nearly six-acre Great Tides Waterpark expected to open in the summer of 2026. The addition of the nearly six-acre, 19-slide, Great Tides Waterpark which includes a 800-foot dynamic river and a 9,000-square-foot kids' splash zone, along with other new amenities, will further enhance the guest experience at one of our most popular destinations. This is in addition to the previously announced two-ship pier, pool, family splash pad, welcome center and tram, which are expected to open by the end of 2025.

Strategic Cost Optimization and Macroeconomic Trends

Our strategic cost optimization efforts are driving a disciplined, company-wide focus on identifying efficiencies and optimizing costs across the organization. These initiatives are designed to deliver sustainable savings without compromising the guest experience or the quality of our offerings. Beyond the financial impact, this effort represents an evolution in our culture, embedding cost awareness, accountability, and continuous improvement into the way we operate.

Our cost savings initiatives continue to deliver tangible results, which we believe position us well to cushion macroeconomic pressures. While there may be pressures on revenue, we believe these can be effectively offset by the continued execution of our cost optimization efforts. Our focus remains on managing the business for the long term, balancing disciplined pricing and cost control with guest experience and strategic investments for the future. However, global macroeconomic events have created volatility and disruptions in the past that have adversely impacted our Company, and they may do so again in the future. Furthermore, we are exposed to fluctuations in the euro exchange rate for certain portions of ship construction contracts, euro-denominated debt and various exchange rates for customer deposits that have not been hedged. See "Item 1A. Risk Factors" in our Annual Report on Form 10-K and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" below for additional information.

Climate Change

We believe the increasing focus on climate change, including the Company's targets for greenhouse gas ("GHG") reductions, and evolving regulatory requirements will materially impact our future capital expenditures and results of operations. We have set interim targets to guide us on our path to net zero GHG emissions and provide more details about such targets in our annual Sail & Sustain Report (which does not constitute a part of, and shall not be deemed incorporated by reference into, this report). We expect to incur significant expenses related to these regulatory requirements and commitments, which have and will include expenses related to GHG emissions reduction initiatives, including modifications to our ships, and have and will include the purchase of emissions allowances and alternative fuels, among other things. We have changed and may continue to be required to change certain operating procedures, for example slowing the speed of our ships, to meet regulatory requirements, which could adversely impact our operations. We are also evaluating the effects of global climate change-related requirements, which are still evolving, including our ability to mitigate certain future expenses through initiatives to reduce GHG emissions; consequently, the full impact to the Company is not yet known. Additionally, our ships, port facilities, corporate offices and island destinations have in the past and may again be adversely affected by an increase in the frequency and intensity of adverse weather conditions caused by climate change. For example, certain ports have become temporarily unavailable to us due to hurricane damage and other destinations have either considered or implemented restrictions on cruise operations due to environmental concerns. Refer to "Impacts related to climate change may adversely affect our business, financial condition and results of operations" in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for further information.

Quarterly Overview

Three months ended September 30, 2025 ("2025") compared to three months ended September 30, 2024 ("2024")

Total revenue increased 4.7% to $2.9 billion compared to $2.8 billion.
Net income was $328.2 million compared to $425.5 million.
Operating income was $749.5 million compared to $691.2 million.
Gross margin increased 8.4% to $1.2 billion compared to $1.1 billion. Adjusted Gross Margin increased 8.1% to $2.2 billion compared to $2.0 billion.
Adjusted Net Income was $593.6 million in 2025, which included $265.4 million of adjustments primarily to our debt conversion options and losses on extinguishment and modification of debt. Adjusted Net Income was $512.4 million in 2024, which included $86.9 million of adjustments primarily related to our debt conversion options.
Adjusted EBITDA improved 9.5% to $1.0 billion compared to $931.0 million.

We refer you to our "Results of Operations" below for a calculation of Adjusted Gross Margin, Adjusted Net Income and Adjusted EBITDA.

Results of Operations

The following table sets forth selected statistical information:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2025

2024

2025

2024

Passengers carried

803,268

812,529

2,211,002

2,261,006

Passenger Cruise Days

6,828,243

6,521,610

18,904,286

18,711,554

Capacity Days

6,417,724

6,033,707

18,170,560

17,611,107

Occupancy Percentage

106.4

%

108.1

%

104.0

%

106.2

%

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2025

2024

2025

2024

Total revenue

$

2,938,142

$

2,806,578

$

7,583,192

$

7,370,285

Less:

Total cruise operating expense

1,554,859

1,538,939

4,315,644

4,381,117

Ship depreciation

229,579

202,994

667,070

617,439

Gross margin

1,153,704

1,064,645

2,600,478

2,371,729

Ship depreciation

229,579

202,994

667,070

617,439

Payroll and related

355,396

337,430

1,036,033

1,012,289

Fuel

175,913

164,934

508,304

537,632

Food

81,866

78,096

238,777

239,850

Other

197,701

182,112

578,827

573,987

Adjusted Gross Margin

$

2,194,159

$

2,030,211

$

5,629,489

$

5,352,926

Capacity Days

6,417,724

6,033,707

18,170,560

17,611,107

Gross margin per Capacity Day

$

179.77

$

176.45

$

143.11

$

134.67

Net Yield

$

341.89

$

336.48

$

309.81

$

303.95

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2025

2024

2025

2024

Total cruise operating expense

$

1,554,859

$

1,538,939

$

4,315,644

$

4,381,117

Marketing, general and administrative expense

382,903

357,963

1,166,456

1,073,282

Gross Cruise Cost

1,937,762

1,896,902

5,482,100

5,454,399

Less:

Commissions, transportation and other expense

521,981

564,614

1,405,159

1,501,863

Onboard and other expense

222,002

211,753

548,544

515,496

Net Cruise Cost

1,193,779

1,120,535

3,528,397

3,437,040

Less: Fuel expense

175,913

164,934

508,304

537,632

Net Cruise Cost Excluding Fuel

1,017,866

955,601

3,020,093

2,899,408

Less Other Non-GAAP Adjustments:

Non-cash deferred compensation (1)

553

719

1,658

2,156

Non-cash share-based compensation (2)

18,418

20,638

64,598

65,570

Adjusted Net Cruise Cost Excluding Fuel

$

998,895

$

934,244

$

2,953,837

$

2,831,682

Capacity Days

6,417,724

6,033,707

18,170,560

17,611,107

Gross Cruise Cost per Capacity Day

$

301.94

$

314.38

$

301.70

$

309.71

Net Cruise Cost per Capacity Day

$

186.01

$

185.71

$

194.18

$

195.16

Net Cruise Cost Excluding Fuel per Capacity Day

$

158.60

$

158.38

$

166.21

$

164.64

Adjusted Net Cruise Cost Excluding Fuel per Capacity Day

$

155.65

$

154.84

$

162.56

$

160.79

(1) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.
(2) Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

Adjusted Net Income was calculated as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2025

2024

2025

2024

Net income

$

328,233

$

425,475

$

527,577

$

696,492

Non-GAAP Adjustments:

Non-cash deferred compensation (1)

988

1,232

2,964

3,697

Non-cash share-based compensation (2)

18,418

20,638

64,598

65,570

Extinguishment and modification of debt (3)

83,413

175

202,525

29,267

Net foreign currency adjustments on euro-denominated debt (4)

(4,662)

15,398

133,260

6,811

Debt conversion option, discount and expenses (5)

167,216

49,464

(43,180)

(40,302)

Adjusted Net Income

$

593,606

$

512,382

$

887,744

$

761,535

(1) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense and other income (expense), net.
(2) Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.
(3) Losses on extinguishment of debt and modification of debt are included in interest expense, net.
(4) Net gains and losses for foreign currency remeasurements of our euro-denominated debt principal included in other income (expense), net.
(5) Consists of non-cash gains and losses related to our debt conversion options, which are recognized in other income (expense), net. Also includes the related debt discount, which is amortized to interest expense, net.

EBITDA and Adjusted EBITDA were calculated as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,

2025

2024

2025

2024

Net income

$

328,233

$

425,475

$

527,577

$

696,492

Interest expense, net

278,155

200,667

782,390

653,850

Income tax expense

8,731

6,916

8,264

9,466

Depreciation and amortization expense

250,832

218,428

725,889

663,762

EBITDA

865,951

851,486

2,044,120

2,023,570

Other (income) expense, net (1)

134,429

58,190

56,972

(107,684)

Other Non-GAAP Adjustments:

Non-cash deferred compensation (2)

553

719

1,658

2,156

Non-cash share-based compensation (3)

18,418

20,638

64,598

65,570

Adjusted EBITDA

$

1,019,351

$

931,033

$

2,167,348

$

1,983,612

(1) Primarily consists of net gains and losses from foreign currency remeasurements and conversion options on our exchangeable notes.
(2) Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.
(3) Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

Three months ended September 30, 2025 ("2025") compared to three months ended September 30, 2024 ("2024")

Revenue

Total revenue increased to $2.9 billion in 2025 compared to $2.8 billion in 2024 primarily due to an increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025.

Expense

Total cruise operating expense increased 1.0% primarily due to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025 offset primarily by a reduction in air costs largely due to changes in itinerary mix. Total other operating expense increased 9.9% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.

Interest expense, net was $278.2 million in 2025 compared to $200.7 million in 2024. The change in interest expense reflects losses in 2025 from extinguishment of debt and debt modification costs, which were $83.4 million. Excluding these losses, the impact from an increase in debt in 2025 was offset by a reduction in average rates.

Other income (expense), net was expense of $134.4 million in 2025 compared to $58.2 million in 2024. In 2025, the expense primarily due to net losses from conversion options on our exchangeable notes. In 2024, the expense primarily related to net losses on foreign currency remeasurements and also includes net losses from conversion options on our exchangeable notes.

Nine months ended September 30, 2025 ("2025") compared to nine months ended September 30, 2024 ("2024")

Revenue

Total revenue was $7.6 billion in 2025 and $7.4 billion in 2024. The increase in Capacity Days related to the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025 was offset by an increased number of Berths in Dry-dock in 2025 as larger ships were in Dry-dock.

Expense

Total cruise operating expense decreased 1.5% primarily related to a reduction in air costs largely due to changes in itinerary mix and fuel cost offset by the delivery of Norwegian Aqua in March 2025 and Oceania Allura in July 2025. Total other operating expense increased 8.9% in 2025 compared to 2024 primarily related to an increase in marketing, general and administrative expense from higher advertising and promotions.

Interest expense, net was $782.4 million in 2025 compared to $653.9 million in 2024. The change in interest expense reflects higher losses in 2025 from extinguishment of debt and debt modification costs, which were $202.5 million in 2025 compared to $29.3 million in 2024. Excluding these losses, interest expense decreased primarily as a result of lower average rates, partially offset by higher debt outstanding in connection with the delivery of ships.

Other income (expense), net was expense of $57.0 million in 2025 compared to income of $107.7 million in 2024. In 2025, the expense primarily due to net losses on foreign currency remeasurements partially offset by net gains from conversion options on our exchangeable notes. In 2024, the income primarily related to net gains from conversion options on our exchangeable notes.

Liquidity and Capital Resources

General

As of September 30, 2025, our liquidity was approximately $1.8 billion, including cash and cash equivalents of $160.9 million and $1.6 billion available under our Revolving Loan Facility. Our primary ongoing liquidity requirements are to finance working capital, capital expenditures and debt service.

In January 2025, the full amount of outstanding borrowings under the Breakaway one loan, Breakaway two loan, Marina newbuild loan and Riviera newbuild loan, plus any accrued and unpaid interest thereon, was repaid with funds drawn from the Revolving Loan Facility, and the related collateral was also released. NCLC also issued $1.8 billion aggregate principal amount of 6.750% senior unsecured notes due 2032. The net proceeds, together with cash on hand, were used to redeem $600.0 million aggregate principal amount of 8.375% senior secured notes due 2028 and $1.2 billion

aggregate principal amount of 5.875% senior unsecured notes due 2026, together with any accrued and unpaid interest thereon, and to pay any related transaction premiums, fees and expenses. Concurrently, the Revolving Loan Facility was increased from $1.2 billion to $1.7 billion with the maturity date extended to 2030.

In April 2025, Holders exchanged $353.9 million of 2025 Exchangeable Notes for 2030 0.875% Exchangeable Notes and an aggregate Cash Payment of $64.0 million, plus accrued and unpaid interest on the 2025 Exchangeable Notes that were exchanged to, but excluding, the closing date of the Exchange. Additionally, in April 2025, NCLH completed April Equity Offerings of 3,358,098 ordinary shares to the Holders at a price of $19.06 per share. The Company used the net proceeds from NCLH's April Equity Offerings, together with cash on hand, to make the Cash Payment.

In June 2025, NCLC amended the Seventh ARCA to increase the aggregate amount of the lenders' commitments under the Revolving Loan Facility from $1.7 billion to approximately $2.5 billion.

In September 2025, NCLC issued approximately $1.4 billion of 2030 0.750% Exchangeable Notes, $1.2 billion of 2031 Notes, and $850.0 million of 2033 Notes. Additionally, in September 2025, NCLH completed the September Equity Offering with certain institutional investors of 3,313,868 ordinary shares at a price of $24.53 per share. The net proceeds from these transactions, together with cash on hand, were used to (i) complete the Repurchases of a portion of the 2027 1.125% Exchangeable Notes and 2027 2.50% Exchangeable Notes, (ii) complete the Tender Offer or redeem all of the 2026 Notes, 2027 Notes and 2029 Notes and (iii) pay related accrued and unpaid interest, transaction premiums, fees and expenses. The collateral of the Revolving Loan Facility was also modified.

See Note 7 - "Long-Term Debt" for further details about the above financing transactions.

Based on our liquidity estimates and our current resources, we have concluded we have sufficient liquidity to satisfy our obligations for at least the next 12 months. There can be no assurance that the accuracy of the assumptions used to estimate our liquidity requirements will be correct, and our ability to be predictive is uncertain due to the dynamic nature of the current operating environment, including any current macroeconomic events and conditions such as inflation, tariff increases and trade wars, rising fuel prices and higher interest rates. Within the next twelve months, we may optimize our liquidity or pursue other refinancings in order to reduce interest expense and/or extend debt maturities. There is no assurance that cash flows from operations and additional financings will be available in the future to fund our future obligations. Beyond the next 12 months, we will pursue refinancings and other balance sheet optimization transactions in order to reduce interest expense and/or extend debt maturities. Refer to "Item 1A. Risk Factors" in our Annual Report on Form 10-K for further details regarding risks and uncertainties that may cause our results to differ from our expectations.

As of September 30, 2025, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, we would have to seek additional amendments to or waivers of the covenants. However, no assurances can be made that such amendments or waivers would be approved by our lenders. Generally, if an event of default under any debt agreement occurs, then pursuant to cross default and/or cross acceleration clauses, substantially all of our outstanding debt and derivative contract payables could become due, and all debt and derivative contracts could be terminated, which would have a material adverse impact on our operations and liquidity.

Our Moody's long-term issuer rating is B1 and our senior unsecured rating is B3. Our S&P Global issuer credit rating is B+, our issue-level rating on our Revolving Loan Facility is BB and our senior unsecured rating is B+. If our credit ratings were to be downgraded as has occurred in the past, or general market conditions were to ascribe higher risk to our rating levels, our industry, or us, our access to capital and the cost of any debt or equity financing will be negatively impacted. We also have capacity to incur additional indebtedness under our debt agreements and may issue additional ordinary shares from time to time, subject to our authorized number of ordinary shares. However, there is no guarantee that debt or equity financings will be available in the future to fund our obligations or that they will be available on terms consistent with our expectations.

As of September 30, 2025, we had advance ticket sales of $3.3 billion, including the long-term portion. We also have agreements with our credit card processors that, as of September 30, 2025, governed approximately $2.9 billion in advance ticket sales that had been received by the Company relating to future voyages. These agreements allow the

credit card processors to require under certain circumstances, including the existence of a material adverse change, excessive chargebacks and other triggering events, that the Company maintain a reserve which would be satisfied by posting collateral. Although the agreements vary, these requirements may generally be satisfied either through a percentage of customer payments withheld or providing cash funds directly to the card processor. Any cash reserve or collateral requested could be increased or decreased. We may be required to pledge additional collateral and/or post additional cash reserves or take other actions in the future that may adversely affect our liquidity.

Sources and Uses of Cash

In this section, references to "2025" refer to the nine months ended September 30, 2025 and references to "2024" refer to the nine months ended September 30, 2024.

Net cash provided by operating activities was $1.6 billion in 2025 and $1.7 billion in 2024. The net cash provided by operating activities included net income and timing differences in cash receipts and payments relating to operating assets and liabilities. Advance ticket sales increased by $13.9 million in 2025 and by $90.9 million in 2024.

Net cash used in investing activities was $2.8 billion in 2025 and $985.7 million in 2024. The net cash used in investing activities was primarily related to the delivery of Norwegian Aqua and Oceania Allura in 2025. The net cash used in investing activities was primarily related to newbuild payments and ship improvements in 2024.

Net cash provided by financing activities was $1.2 billion in 2025 primarily due to newbuild loans related to the delivery of Norwegian Aqua and Oceania Allura, net receipts from our Revolving Loan Facility and the impact of various note refinancings. Net cash used in financing activities was $737.0 million in 2024 primarily due to repayments of newbuild loans, our 9.75% senior secured notes due 2028 and a portion of the 3.625% senior unsecured notes due 2024 partially offset by the proceeds from newbuild loan facilities and the 6.250% senior unsecured notes due 2030.

Future Capital Commitments

Future capital commitments consist of contracted commitments, including ship construction contracts. Anticipated expenditures related to ship construction contracts and growth, which includes private island developments and enhancements and other strategic growth initiatives, were $0.4 billion for the remainder of 2025 and $2.7 billion for the years ending December 31, 2026 and 2027. The Company has export credit financing in place for the anticipated expenditures related to ship construction contracts of $49.5 million for the remainder of 2025 and $1.6 billion and $2.0 billion for the years ending December 31, 2026 and 2027, respectively. Anticipated other non-newbuild capital expenditures for the remainder of 2025 are approximately $0.1 billion. Future expected capital expenditures will significantly increase our depreciation and amortization expense.

Newbuilds

The following chart discloses details about our newbuild program. The impacts of initiatives to improve environmental sustainability and modifications that NCLH plans to make to its newbuilds to improve their profitability and better space out the newbuilds, along with shipyard availability, have resulted in us resetting the delivery dates of certain expected ship deliveries. These and other impacts could result in additional delays in ship deliveries in the future, which may be prolonged. Expected delivery dates for our most recently announced newbuilds are preliminary and subject to change.

Year

Brand

Class

Ship Name

Gross Tons(1)

Berths(1)

Status

2026

Norwegian Cruise Line

Prima Class

Norwegian Luna

~156,000

~3,565

Contract effective / financed(3)

2026

Regent Seven Seas Cruises

Prestige Class

Seven Seas Prestige

~77,000

~822

Contract effective / financed(3)

2027

Norwegian Cruise Line

Next Gen "Methanol-Ready(2)" Prima Class

To come

~169,000

~3,840

Contract effective / financed(3)

2027

Oceania Cruises

Sonata Class

Oceania Sonata

~86,000

~1,390

Contract effective / financed(3)

2028

Norwegian Cruise Line

Next Gen "Methanol-Ready(2)" Prima Class

To come

~169,000

~3,840

Contract effective / financed(3)

2029

Oceania Cruises

Sonata Class

Oceania Arietta

~86,000

~1,390

Contract effective / financed(3)

2030

Norwegian Cruise Line

New Class

To come

~227,000

~5,000

Contract effective / financed(3)

2030

Regent Seven Seas Cruises

Prestige Class

To come

~77,000

~822

Contract effective / financed(3)

2032

Oceania Cruises

Sonata Class

To come

~86,000

~1,390

Contract effective, but not yet financed.

2032

Norwegian Cruise Line

New Class

To come

~227,000

~5,000

Contract effective / financed(3)

2034

Norwegian Cruise Line

New Class

To come

~227,000

~5,000

Contract effective / financing is being negotiated.

2035

Oceania Cruises

Sonata Class

To come

~86,000

~1,390

Contract effective, but not yet financed.

2036

Norwegian Cruise Line

New Class

To come

~227,000

~5,000

Contract effective / financing is being negotiated.

(1) Berths and gross tons are preliminary and subject to change as we approach delivery.
(2) Designs for the final two Prima Class ships have been lengthened and reconfigured to accommodate the use of green methanol as a future fuel source. Additional modifications will be needed to fully enable the use of green methanol.
(3) We have obtained export credit financing which is expected to fund approximately 80% of the contract price of each ship as well as related financing premiums, subject to certain conditions.

The combined contract prices, including amendments and change orders, of the 13 ships on order for delivery was approximately €18.4 billion, or $21.6 billion based on the euro/U.S. dollar exchange rate as of September 30, 2025. We do not anticipate any contractual breaches or cancellations to occur. However, if any such events were to 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.

Capitalized interest for the three months ended September 30, 2025 and 2024 was $21.6 million and $17.2 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $65.5 million and $40.5 million, respectively, primarily associated with the construction of our newbuild ships.

Material Cash Requirements

As of September 30, 2025, our material cash requirements for debt and ship construction were as follows (in thousands):

Remainder of

2025

2026

2027

2028

2029

2030

Thereafter

Total

Long-term debt (1)

$

306,131

$

1,461,396

$

1,589,060

$

1,783,209

$

1,747,516

$

3,904,985

$

7,299,683

$

18,091,980

Ship construction contracts (2)

161,281

2,360,781

2,471,917

1,509,721

1,320,504

3,335,466

9,455,741

20,615,411

Total

$

467,412

$

3,822,177

$

4,060,977

$

3,292,930

$

3,068,020

$

7,240,451

$

16,755,424

$

38,707,391

(1) Includes principal as well as estimated interest payments with Term SOFR held constant as of September 30, 2025. Includes exchangeable notes, portions of which can be settled in NCLH ordinary shares. Excludes the impact of any future possible refinancings and undrawn export-credit backed facilities.
(2) Ship construction contracts are for our newbuild ships based on the euro/U.S. dollar exchange rate as of September 30, 2025. We currently have committed undrawn export-credit backed facilities of approximately $12.3 billion which funds approximately 80% of our ship construction contracts, with the exception of the two Sonata Class Ships on order for Oceania Cruises with currently scheduled delivery in 2032 and 2035 and the two additional ships on order for Norwegian Cruise Line with currently scheduled delivery in 2034 and 2036.

Funding Sources

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 and maintain certain other ratios. The net book value of our ships pledged as collateral for certain of our debt is approximately $14 billion. We believe we were in compliance with our covenants as of September 30, 2025.

In addition, our existing debt agreements restrict, and any of our future debt arrangements may restrict, among other things, the ability of NCLC to make distributions and/or pay dividends to NCLH and NCLH's ability to pay cash dividends to its shareholders. NCLH is a holding company and depends upon its subsidiaries for their ability to pay distributions to finance any dividend or pay any other obligations of NCLH. However, we do not believe that these restrictions have had or are expected to have an impact on our ability to meet any cash obligations.

We believe our cash on hand, borrowings available under the Revolving Loan Facility, expected future operating cash inflows and our ability to issue debt securities or additional equity securities will be sufficient to fund operations, debt payment requirements and capital expenditures and maintain compliance with covenants under our debt agreements over the next 12-month period. Refer to "-Liquidity and Capital Resources-General" for further information regarding liquidity.

Other

Certain service providers may require collateral in the normal course of our business. The amount of collateral may change based on certain terms and conditions. We refer you to "-Liquidity and Capital Resources-General" for information regarding collateral that may be provided to our credit card processors.

As a routine part of our business, depending on market conditions, exchange rates, pricing and our strategy for growth, we regularly consider opportunities to enter into contracts for the building of additional ships, acquisitions and strategic alliances. If any of these transactions were to occur, they may be financed through the incurrence of additional permitted indebtedness, through cash flows from operations, or through the issuance of debt, equity or equity-related securities.

Additionally, we consider opportunities for the sale of ships and long-term charters with purchase options. For example, the Company recently executed long-term charter agreements, each inclusive of purchase options, for Norwegian Sky beginning in 2026 and Norwegian Sun beginning in 2027. We are currently contemplating additional long-term charters with a purchase option for a nominal value at the end of the lease period. These types of agreements are being pursued as part of our ship disposal strategy for certain older vessels in our fleet.

NCL Corporation Ltd. published this content on November 04, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 04, 2025 at 17:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]