Item 1. Financial Statements

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Operations

(Unaudited)

(in thousands, except share and per share data)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020			2021			2020
Revenue		​			​			​			​
Passenger ticket	​	$	86,127	​	$	4,667	​	$	87,877	​	$	859,293
Onboard and other	​		66,954	​		1,851	​		72,672	​		411,036
Total revenue	​		153,081	​		6,518	​		160,549	​		1,270,329
Cruise operating expense	​			​			​			​
Commissions, transportation and other	​		32,338	​		4,038	​		47,935	​		371,007
Onboard and other	​		19,306	​		4,728	​		21,841	​		82,889
Payroll and related	​		154,440	​		65,571	​		323,225	​		441,462
Fuel	​		79,238	​		48,224	​		175,931	​		222,240
Food	​		16,672	​		3,426	​		27,314	​		59,639
Other	​		137,762	​		64,170	​		294,092	​		308,832
Total cruise operating expense	​		439,756	​		190,157	​		890,338	​		1,486,069
Other operating expense	​			​			​			​
Marketing, general and administrative	​		229,142	​		156,656	​		617,820	​		558,781
Depreciation and amortization	​		173,289	​		177,488	​		517,867	​		554,937
Impairment loss	​	​	—	​	​	—	​	​	—	​	​	1,607,797
Total other operating expense	​		402,431	​		334,144	​		1,135,687	​		2,721,515
Operating loss	​		(689,106)	​		(517,783)	​		(1,865,476)	​		(2,937,255)
Non-operating income (expense)	​		​	​		​	​		​	​		​
Interest expense, net	​		(161,205)	​		(139,664)	​		(1,122,905)	​		(323,108)
Other income (expense), net	​		4,720	​		(23,680)	​		57,464	​		(32,275)
Total non-operating income (expense)	​		(156,485)	​		(163,344)	​		(1,065,441)	​		(355,383)
Net loss before income taxes	​		(845,591)	​		(681,127)	​		(2,930,917)	​		(3,292,638)
Income tax benefit (expense)	​		(294)	​		3,761	​		(2,949)	​		19,057
Net loss	​	$	(845,885)	​	$	(677,366)	​	$	(2,933,866)	​	$	(3,273,581)
Weighted-average shares outstanding	​			​			​			​
Basic	​		370,016,479	​		271,435,350	​		356,591,143	​		241,578,995
Diluted	​		370,016,479	​		271,435,350	​		356,591,143	​		241,578,995
Loss per share	​			​			​			​
Basic	​	$	(2.29)	​	$	(2.50)	​	$	(8.23)	​	$	(13.55)
Diluted	​	$	(2.29)	​	$	(2.50)	​	$	(8.23)	​	$	(13.55)

​

The accompanying notes are an integral part of these consolidated financial statements.

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Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Comprehensive Loss

(Unaudited)

(in thousands)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020			2021			2020
Net loss	​	$	(845,885)	​	$	(677,366)	​	$	(2,933,866)	​	$	(3,273,581)
Other comprehensive income (loss):	​			​			​			​
Shipboard Retirement Plan	​		98	​		101	​		295	​		305
Cash flow hedges:	​		​	​		​	​		​	​		​
Net unrealized gain (loss)	​		(45,134)	​		87,710	​		(73,497)	​		(163,672)
Amount realized and reclassified into earnings	​		12,948	​		36,072	​		48,328	​		86,853
Total other comprehensive income (loss)	​		(32,088)	​		123,883	​		(24,874)	​		(76,514)
Total comprehensive loss	​	$	(877,973)	​	$	(553,483)	​	$	(2,958,740)	​	$	(3,350,095)

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The accompanying notes are an integral part of these consolidated financial statements.

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Norwegian Cruise Line Holdings Ltd.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share data)

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2021			2020
Assets		​			​
Current assets:		​			​
Cash and cash equivalents	​	$	1,934,816	​	$	3,300,482
Accounts receivable, net	​		990,384	​		20,578
Inventories	​		108,177	​		82,381
Prepaid expenses and other assets	​		247,824	​		154,103
Total current assets	​		3,281,201	​		3,557,544
Property and equipment, net	​		13,480,120	​		13,411,226
Goodwill	​		98,134	​		98,134
Trade names	​		500,525	​		500,525
Other long-term assets	​		1,370,047	​		831,888
Total assets	​	$	18,730,027	​	$	18,399,317
Liabilities and shareholders’ equity	​			​
Current liabilities:	​			​
Current portion of long-term debt	​	$	543,739	​	$	124,885
Accounts payable	​		94,951	​		83,136
Accrued expenses and other liabilities	​		860,864	​		596,056
Advance ticket sales	​		1,440,294	​		1,109,826
Total current liabilities	​		2,939,848	​		1,913,903
Long-term debt	​		11,864,794	​		11,681,234
Other long-term liabilities	​		1,042,146	​		450,075
Total liabilities	​		15,846,788	​		14,045,212
Commitments and contingencies (Note 10)	​			​
Shareholders’ equity:	​			​
Ordinary shares, $0.001 par value; 980,000,000 shares authorized, 370,032,455 shares issued and outstanding at September 30, 2021 and 490,000,000 shares authorized, 315,636,032 shares issued and outstanding at December 31, 2020	​		370	​		316
Additional paid-in capital	​		6,371,545	​		4,889,355
Accumulated other comprehensive income (loss)	​		(264,991)	​		(240,117)
Retained earnings (deficit)	​		(3,223,685)	​		(295,449)
Total shareholders’ equity	​		2,883,239	​		4,354,105
Total liabilities and shareholders’ equity	​	$	18,730,027	​	$	18,399,317

​

The accompanying notes are an integral part of these consolidated financial statements.

​

Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

​	​	​	​	​	​	​
​	​	Nine Months Ended
​	​	September 30,
​		2021			2020
Cash flows from operating activities		​			​
Net loss	​	$	(2,933,866)	​	$	(3,273,581)
Adjustments to reconcile net loss to net cash used in operating activities:	​			​
Depreciation and amortization expense	​		560,972	​		565,208
Impairment loss	​	​	—	​	​	1,607,797
Deferred income taxes, net	​		79	​		(17,852)
(Gain) loss on derivatives	​	​	(23,560)	​	​	12,195
Loss on extinguishment of debt	​		601,539	​		10,480
Provision for bad debts and inventory obsolescence	​		14,118	​		16,293
Gain on involuntary conversion of assets	​	​	(7,706)	​	​	(1,340)
Share-based compensation expense	​		88,974	​		81,009
Net foreign currency adjustments	​		(7,238)	​		3,746
Changes in operating assets and liabilities:	​		​	​		​
Accounts receivable, net	​		(979,890)	​		(12,103)
Inventories	​		(26,676)	​		12,757
Prepaid expenses and other assets	​		(65,876)	​		79,915
Accounts payable	​		15,014	​		11,536
Accrued expenses and other liabilities	​		142,170	​		(180,126)
Advance ticket sales	​		469,595	​		(834,560)
Net cash used in operating activities	​		(2,152,351)	​		(1,918,626)
Cash flows from investing activities	​			​
Additions to property and equipment, net	​		(539,530)	​		(873,142)
Cash paid on settlement of derivatives	​	​	(14,465)	​	​	(31,520)
Other	​	​	11,024	​	​	3,047
Net cash used in investing activities	​		(542,971)	​		(901,615)
Cash flows from financing activities	​			​
Repayments of long-term debt	​		(889,206)	​		(888,800)
Proceeds from long-term debt	​		1,345,041	​		5,225,090
Common share issuance proceeds, net	​	​	1,558,396	​	​	719,094
Proceeds from employee related plans	​		3,141	​		5,557
Net share settlement of restricted share units	​		(16,672)	​		(15,334)
Early redemption premium	​		(611,164)	​		(1,376)
Deferred financing fees	​		(59,880)	​		(117,388)
Net cash provided by financing activities	​		1,329,656	​		4,926,843
Effect of exchange rates on cash and cash equivalents	​	​	—	​	​	(3,267)
Net increase (decrease) in cash and cash equivalents	​		(1,365,666)	​		2,103,335
Cash and cash equivalents at beginning of period	​		3,300,482	​		252,876
Cash and cash equivalents at end of period	​	$	1,934,816	​	$	2,356,211

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The accompanying notes are an integral part of these consolidated financial statements.

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Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

(in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30, 2021
​	​	​	​	​	​	​	​	Accumulated		​	​	​	​	​	​	​	​	​
​	​	​	​	​	Additional		​	Other		​	Retained		​	​	​	​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Earnings		​	Treasury		​	Shareholders’
​	​	Shares			Capital			Income (Loss)			(Deficit)			Shares			Equity
Balance, June 30, 2021		$	370	​	$	6,329,585	​	$	(232,903)	​	$	(2,377,800)	​	$	—	​	$	3,719,252
Share-based compensation		​	—	​	​	39,922	​	​	—	​	​	—	​	​	—		​	39,922
Issuance of shares under employee related plans		​	—	​	​	2,052	​	​	—	​	​	—	​	​	—		​	2,052
Net share settlement of restricted share units		​	—	​	​	(14)	​	​	—	​	​	—	​	​	—		​	(14)
Other comprehensive loss, net		​	—	​	​	—	​	​	(32,088)	​	​	—	​	​	—		​	(32,088)
Net loss		​	—	​	​	—	​	​	—	​	​	(845,885)	​	​	—		​	(845,885)
Balance, September 30, 2021	​	$	370	​	$	6,371,545	​	$	(264,991)	​	$	(3,223,685)	​	$	—	​	$	2,883,239
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2021
​	​	​	​	​	​	​	​	Accumulated		​	​	​	​	​	​	​	​	​
​	​	​	​	​	Additional		​	Other		​	Retained		​	​	​	​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Earnings		​	Treasury		​	Shareholders’
​		Shares			Capital			Income (Loss)			(Deficit)			Shares			Equity
Balance, December 31, 2020		$	316	​	$	4,889,355	​	$	(240,117)	​	$	(295,449)	​	$	—		$	4,354,105
Share-based compensation		​	—		​	88,974		​	—		​	—		​	—		​	88,974
Issuance of shares under employee related plans		​	—		​	3,141		​	—		​	—		​	—		​	3,141
Common share issuance proceeds, net	​	​	54	​	​	1,558,342	​	​	—	​	​	—	​	​	—	​	​	1,558,396
Net share settlement of restricted share units		​	—		​	(16,672)		​	—		​	—		​	—		​	(16,672)
Cumulative change in accounting policy	​	​	—	​	​	(131,240)	​	​	—	​	​	5,630	​	​	—	​	​	(125,610)
Other	​	​	—	​	​	(20,355)	​	​	—	​	​	—	​	​	—	​	​	(20,355)
Other comprehensive loss, net		​	—		​	—		​	(24,874)		​	—		​	—		​	(24,874)
Net loss		​	—		​	—		​	—		​	(2,933,866)		​	—		​	(2,933,866)
Balance, September 30, 2021	​	$	370	​	$	6,371,545	​	$	(264,991)	​	$	(3,223,685)	​	$	—	​	$	2,883,239

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The accompanying notes are an integral part of these consolidated financial statements.

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Norwegian Cruise Line Holdings Ltd.

Consolidated Statements of Changes in Shareholders’ Equity - Continued

(Unaudited)

(in thousands)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30, 2020
​	​	​	​	​	​	​	​	Accumulated			​	​		​	​		​	​
​	​	​	​	​	Additional		​	Other		​	Retained		​	​	​	​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Earnings		​	Treasury		​	Shareholders’
​	​	Shares			Capital			Income (Loss)			(Deficit)			Shares		​	Equity
Balance, June 30, 2020		$	281	​	$	4,851,781	​	$	(495,887)	​	$	1,234,776	​	$	(1,253,926)	​	$	4,337,025
Share-based compensation		​	—		​	25,862		​	—		​	—		​	—		​	25,862
Issuance of shares under employee related plans		​	—		​	1,457	​	​	—	​	​	—	​	​	—		​	1,457
Common share issuance proceeds, net	​	​	19	​	​	276,902	​	​	—	​	​	—	​	​	—	​	​	276,921
Net share settlement of restricted share units		​	—		​	(16)		​	—		​	—		​	—		​	(16)
Other comprehensive income, net		​	—		​	—		​	123,883		​	—		​	—		​	123,883
Net loss		​	—	​	​	—	​	​	—	​	​	(677,366)	​	​	—		​	(677,366)
Balance, September 30, 2020	​	$	300	​	$	5,155,986	​	$	(372,004)	​	$	557,410	​	$	(1,253,926)	​	$	4,087,766
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2020
​		​	​	​	​	​	​	Accumulated			​	​		​	​		​	​
​	​	​	​	​	Additional		​	Other		​	Retained		​	​	​	​	Total
​	​	Ordinary		​	Paid-in		​	Comprehensive		​	Earnings		​	Treasury		​	Shareholders’
​		Shares			Capital			Income (Loss)			(Deficit)			Shares		​	Equity
Balance, December 31, 2019		$	237	​	$	4,235,690	​	$	(295,490)	​	$	3,829,068	​	$	(1,253,926)		$	6,515,579
Share-based compensation		​	—		​	81,009		​	—		​	—		​	—		​	81,009
Issuance of shares under employee related plans		​	2		​	5,555		​	—		​	—		​	—		​	5,557
Common share issuance proceeds, net		​	61	​	​	717,826	​	​	—	​	​	—	​	​	—		​	717,887
Net share settlement of restricted share units		​	—		​	(15,334)		​	—		​	—		​	—		​	(15,334)
Beneficial conversion feature		​	—	​	​	131,240	​	​	—	​	​	—	​	​	—		​	131,240
Cumulative change in accounting policy	​	​	—	​	​	—	​	​	—	​	​	1,923	​	​	—	​	​	1,923
Other comprehensive loss, net	​	​	—		​	—		​	(76,514)		​	—		​	—	​	​	(76,514)
Net loss		​	—	​	​	—	​	​	—	​	​	(3,273,581)	​	​	—		​	(3,273,581)
Balance, September 30, 2020	​	$	300	​	$	5,155,986	​	$	(372,004)	​	$	557,410	​	$	(1,253,926)	​	$	4,087,766

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The accompanying notes are an integral part of these consolidated financial statements.

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Norwegian Cruise Line Holdings Ltd.

Notes to Consolidated Financial Statements

(Unaudited)

Unless otherwise indicated or the context otherwise requires, references in this report to (i) the “Company,” “we,” “our” and “us” refer to NCLH (as defined below) and its subsidiaries (including Prestige (as defined below), (ii) “NCLC” refers to NCL Corporation Ltd., (iii) “NCLH” refers to Norwegian Cruise Line Holdings Ltd., (iv) “Norwegian Cruise Line” or “Norwegian” refers to the Norwegian Cruise Line brand and its predecessors, and (v) “Prestige” refers to Prestige Cruises International S. de R.L. (formerly Prestige Cruises International, Inc.), together with its consolidated subsidiaries, including Prestige Cruise Holdings S. de R.L. (formerly Prestige Cruise Holdings, Inc.), Prestige’s direct wholly-owned subsidiary, which in turn is the parent of Oceania Cruises S. de R.L. (formerly Oceania Cruises, Inc.) (“Oceania Cruises”) and Seven Seas Cruises S. de R.L. (“Regent”) (Oceania Cruises also refers to the brand by the same name and Regent also refers to the brand Regent Seven Seas Cruises).

References to the “U.S.” are to the United States of America, and “dollar(s)” or “$” are to U.S. dollars, the “U.K.” are to the United Kingdom and “euro(s)” or “€” are to the official currency of the Eurozone. We refer you to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Terminology” for the capitalized terms used and not otherwise defined throughout these notes to consolidated financial statements.

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. As of September 30, 2021, we had 28 ships with approximately 59,150 Berths and had orders for nine additional ships to be delivered through 2027. Due to the novel coronavirus (“COVID-19”), we temporarily suspended all global cruise voyages from March 2020 until July 2021, when we resumed cruise voyages on a limited basis. We refer you to Note 2 – “Summary of Significant Accounting Policies” for further information.

We have one Explorer Class Ship on order for delivery in 2023. We have two Allura Class Ships on order for delivery in 2023 and 2025. Project Leonardo will introduce an additional six ships with expected delivery dates from 2022 through 2027. These additions to our fleet will increase our total Berths to approximately 83,000, which includes additional Berths we plan to add to our Project Leonardo ships, subject to certain conditions. The impacts of COVID-19 on the shipyards where our ships are under construction (or will be constructed) have resulted in some delays in expected ship deliveries, and the impacts of COVID-19 could result in additional delays in ship deliveries in the future, which may be prolonged.

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2. Summary of Significant Accounting Policies

Liquidity and Management’s Plan

Due to the impact of COVID-19, travel restrictions and limited access to ports around the world, in March 2020, the Company implemented a voluntary suspension of all cruise voyages across its three brands. As of the date hereof, 11 of our ships were operating with guests on board as part of our phased return to service. Significant events affecting travel, including COVID-19, typically have an impact on demand for cruise vacations, with the full extent of the impact generally determined by the length of time the event influences travel decisions. We believe the ongoing effects of COVID-19 on our operations and global bookings have had, and will continue to have, a significant impact on our financial results and liquidity, and such negative impact may continue well beyond the containment of the pandemic.

In January 2021, we amended our Senior Secured Credit Facility to further defer certain amortization payments due prior to June 30, 2022 and to waive certain financial and other covenants through December 31, 2022. In February 2021, we amended certain of our export-credit backed facilities to further defer amortization payments through March 31, 2022, and we amended all of our export-credit backed facilities to suspend certain financial covenants through December 31, 2022. In connection with such amendments of our Senior Secured Credit Facility and our export-credit backed facilities, our minimum liquidity requirement was increased to $200 million and such requirement applies through December 31, 2022. In March 2021, the Company received additional financing through various debt financings and an equity offering,

collectively totaling approximately $2.7 billion in gross proceeds. From the proceeds, approximately $1.5 billion was used to extinguish debt. In November 2021, the Company executed a $1 billion commitment through August 15, 2022 that provides additional liquidity to the Company. Refer to Note 7 – “Long-Term Debt” for further details of the above transactions.

In the third quarter of 2021, we began a phased relaunch of certain cruise voyages with our ships initially operating at reduced occupancy levels. The Company continues to execute on the phased relaunch plans for its 28-ship fleet. The Company expects to have approximately 75% of capacity operating by December 31, 2021 with the full fleet expected to be back in operation by April 1, 2022. The timing for bringing our ships back to service, the level of occupancy on our ships and the percentage of our fleet in service will depend on a number of factors including, but not limited to, the duration and extent of the COVID-19 pandemic, further resurgences and new more contagious and/or vaccine-resistant variants of COVID-19, the availability, distribution, rate of public acceptance and efficacy of vaccines and therapeutics for COVID-19, our ability to comply with governmental regulations, port availability, travel restrictions, bans and advisories, and our ability to re-staff our ships and implement new health and safety protocols.

The estimation of our future cash flow projections includes numerous assumptions that are subject to various risks and uncertainties. Our principal assumptions for future cash flow projections include:

	●	Expected gradual phased return to service at reduced occupancy levels, increasing over time until we reach historical occupancy levels;

	●	Forecasted cash collections primarily upon completion of future voyages and the payment of cash refunds for any further cancellations, in accordance with the terms of our credit card processing agreements (see Note 10 - “Commitments and Contingencies”); and

	●	Expected incremental expenses for resumption of cruise voyages, including the maintenance of and compliance with additional health and safety protocols.

We cannot make assurances that our assumptions used to estimate our liquidity requirements will not change due to the unique and unpredictable nature of the pandemic, including its magnitude and duration. Accordingly, the full effect of the COVID-19 pandemic on our financial performance and financial condition cannot be quantified at this time. We have made reasonable estimates and judgments of the impact of COVID-19 within our financial statements and there may be material changes to those estimates in future periods. We will report a net loss for the three months and year ending December 31, 2021 and expect to report a net loss until we are able to resume regular voyages. We have taken actions to improve our liquidity, including completing various capital market transactions and making capital expenditure and operating expense reductions, and we expect to continue to pursue other opportunities to improve our liquidity and to refinance our debt to reduce interest expense and extend maturities.

Based on these actions and assumptions regarding the impact of COVID-19, and considering our available liquidity, including cash and cash equivalents of $1.9 billion as of September 30, 2021, we have concluded that we have sufficient liquidity to satisfy our obligations for at least the next twelve months.

Basis of Presentation

The accompanying consolidated financial statements are unaudited and, in our opinion, contain all normal recurring adjustments necessary for a fair statement of the results for the periods presented.

Our operations are seasonal and results for interim periods are not necessarily indicative of the results for the entire fiscal year. Historically, demand for cruises has been strongest during the Northern Hemisphere’s summer months; however, our cruise voyages were completely suspended from March 2020 until July 2021 due to the COVID-19 pandemic and our resumption of cruise voyages will be phased in gradually as described under “—Liquidity and Management’s Plan” above. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020, which are included in our most recent Annual Report on Form 10-K filed with the SEC on February 26, 2021.

Loss Per Share

A reconciliation between basic and diluted loss per share was as follows (in thousands, except share and per share data):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020			2021			2020
Net loss	​	$	(845,885)	​	$	(677,366)	​	$	(2,933,866)	​	$	(3,273,581)
Basic weighted-average shares outstanding	​		370,016,479	​		271,435,350	​		356,591,143	​		241,578,995
Dilutive effect of share awards	​		—	​		—	​		—	​		—
Diluted weighted-average shares outstanding	​		370,016,479	​		271,435,350	​		356,591,143	​		241,578,995
Basic loss per share	​	$	(2.29)	​	$	(2.50)	​	$	(8.23)	​	$	(13.55)
Diluted loss per share	​	$	(2.29)	​	$	(2.50)	​	$	(8.23)	​	$	(13.55)

​

For the three months ended September 30, 2021 and 2020, a total of 98.9 million and 124.0 million, respectively, and for the nine months ended September 30, 2021 and 2020, a total of 106.3 million and 63.4 million, respectively, shares have been excluded from diluted weighted-average shares outstanding because the effect of including them would have been anti-dilutive.

Foreign Currency

The majority of our transactions are settled in U.S. dollars. We remeasure assets and liabilities denominated in foreign currencies 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. We recognized a gain of $9.9 million and a loss of $12.3 million for the three months ended September 30, 2021 and 2020, respectively, and a gain of $14.9 million and a loss of $2.6 million for the nine months ended September 30, 2021 and 2020, respectively, related to transactions denominated in other currencies.

Depreciation and Amortization Expense

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 they are included in interest expense, net.

Accounts Receivable, Net

Accounts receivable, net includes $964.7 million due from credit card processors as of September 30, 2021, which is expected to be collected within the next 12 months. Prior to the resumption of cruise operations, these amounts were classified in other long-term assets as a result of the uncertainty surrounding the timing of their collection.

Recently Issued Accounting Guidance

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided guidance to alleviate the burden in accounting for reference rate reform by allowing certain expedients and exceptions in applying GAAP to contracts, hedging relationships and other transactions impacted by reference rate reform. The provisions apply only to those transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. Adoption of the provisions of ASU 2020-04 are optional and are effective from March 12, 2020 through December 31, 2022. As of September 30, 2021, we have not adopted any expedients and exceptions under ASU 2020-04. We will continue to evaluate the impact of ASU 2020-04 on our consolidated financial statements.

​

3. Revenue Recognition

Disaggregation of Revenue

Revenue and cash flows are affected by economic factors in various geographical regions. Revenues by destination were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020			2021			2020
North America	​	$	77,418	​	$	1,967	​	$	80,562	​	$	956,389
Europe	​		75,474	​		2,195	​		78,316	​		25,231
Asia-Pacific	​		74	​		362	​		1,061	​		151,283
South America	​	​	115	​	​	471	​	​	610	​	​	76,777
Other	​		—	​		1,523	​		—	​		60,649
Total revenue	​	$	153,081	​	$	6,518	​	$	160,549	​	$	1,270,329

​

North America includes the U.S., the Caribbean, Canada and Mexico. Europe includes the Baltic region, Canary Islands and Mediterranean. Asia-Pacific includes Australia, New Zealand and Asia. Other includes all other international territories.

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 brand level 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 has historically approximated 75-85% of total revenue. No other individual country’s revenues exceed 10% in any given period.

Contract Balances

Receivables from customers are included within accounts receivable, net. As of September 30, 2021 and December 31, 2020, our receivables from customers were $7.8 million and $1.0 million, respectively.

Beginning in March 2020, our brands launched new cancellation policies to permit our guests to cancel cruises which are not part of the Company’s temporary suspension of voyages up to 15 days prior to departure. These programs were in place for cruises booked through specific time periods specified by brand, and for cruises scheduled to embark through October 31, 2021. Certain cruises booked for certain periods will be permitted a 60-day cancellation window for refunds. Future cruise credits that have been issued are valid for any sailing through December 31, 2022, and we may extend this offer. The future cruise credits are not contracts, and therefore, guests who elected this option are excluded from our contract liability balance; however, the credit for the original amount paid is included in advance ticket sales or other long-term liabilities as applicable.

​

Our contract liabilities are included within advance ticket sales. As of September 30, 2021 and December 31, 2020, our contract liabilities were $234.0 million and $23.1 million, respectively. Of the amounts included within contract liabilities, approximately 25% were refundable in accordance with our cancellation policies. Of the deposits included within advance ticket sales, the vast majority are refundable in accordance with our cancellation policies and it is uncertain to what extent guests may request refunds. Refunds payable to guests are included in accounts payable. For the nine months ended September 30, 2021, no revenue recognized was included in the contract liability balance at the

beginning of the period. The revenue recognized in the nine months ended September 30, 2020 that was included in contract liabilities as of the beginning of the period was $0.9 billion.

​

For cruise vacations that had been cancelled by us due to COVID-19, during the three months ended September 30, 2021 and 2020, approximately $0.9 million and $15.5 million, respectively, and during the nine months ended September 30, 2021 and 2020, approximately $26.9 million and $160.4 million, respectively, in costs to obtain these contracts, consisting of protected commissions, including those paid to employees, and credit card fees, were recognized in earnings.

​

​

​

4. Leases

In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. The Company has elected to not evaluate leases under the lease modification accounting framework for concessions that result from effects of the COVID-19 pandemic. In relation to our rights to use port facilities, we have elected the approach consistent with resolving a contingency, which allows us to remeasure the lease liability and recognize the amount of change in the lease liability as an adjustment to the carrying amount of the associated right-of-use asset. As the full amount of the concession will not be determinable until the force majeure period under the related arrangements have ended, periodic remeasurements will be required. During the contingency period, we are recognizing lease expense for these port facilities as incurred.

​

Lease balances were as follows (in thousands):

​

​	​	​	​	​	​	​	​	​
​		Balance Sheet location		September 30, 2021			December 31, 2020
Operating leases				​		​	​
Right-of-use assets		Other long-term assets	​	$	789,303	​	$	209,037
Current operating lease liabilities		Accrued expenses and other liabilities	​	​	37,109	​	​	17,700
Non-current operating lease liabilities		Other long-term liabilities	​	​	662,043	​	​	185,414
​	​	​	​	​	​	​	​	​
Finance leases			​	​	​	​	​
Right-of-use assets		Property and equipment, net	​	​	10,078	​	​	11,948
Current finance lease liabilities		Current portion of long-term debt	​	​	4,561	​	​	5,143
Non-current finance lease liabilities		Long-term debt	​	​	2,135	​	​	4,648

​

​

During the three and nine months ended September 30, 2021, right-of-use assets obtained in exchange for lease obligations were $501.4 million for operating leases to use certain port facilities. The leases had terms ranging from approximately 20 years to 32 years and incremental borrowing rates ranging from 4.3% to 5.8%.

​

As of September 30, 2021, maturities of lease liabilities were as follows (in thousands):

​	​	​	​	​
​	​	Operating
​		leases
Remainder of 2021	​	$	12,423	​
2022	​	​	42,937	​
2023	​		61,225	​
2024	​		64,996	​
2025	​		66,514	​
Thereafter	​		1,083,480	​
Total	​		1,331,575	​
Less: Present value discount	​		(632,423)	​
Present value of lease liabilities	​	$	699,152	​

​

​

5. Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) for the nine months ended September 30, 2021 was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2021								​
​		​	​		​	​	​	Change		​
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period	​	$	(240,117)	​	$	(234,334)	​	$	(5,783)
Current period other comprehensive loss before reclassifications	​		(73,497)	​		(73,497)			—
Amounts reclassified into earnings	​		48,623	​		48,328	(1)		295	(2)
Accumulated other comprehensive income (loss) at end of period	​	$	(264,991)	​	$	(259,503)	(3)	$	(5,488)

​

Accumulated other comprehensive income (loss) for the nine months ended September 30, 2020 was as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2020								​
​		​	​		​	​	​	Change
​	​	Accumulated		​	Change		​	Related to		​
​	​	Other		​	Related to		​	Shipboard		​
​	​	Comprehensive		​	Cash Flow		​	Retirement		​
​		Income (Loss)			Hedges		​	Plan		​
Accumulated other comprehensive income (loss) at beginning of period		$	(295,490)	​	$	(289,362)	​	$	(6,128)
Current period other comprehensive loss before reclassifications			(163,672)			(163,672)			—
Amounts reclassified into earnings			87,158			86,853	(1)		305	(2)
Accumulated other comprehensive income (loss) at end of period		$	(372,004)		$	(366,181)	​	$	(5,823)

(1)	We refer you to Note 8 – “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 other income (expense), net.

(3)	Includes $2.6 million of loss expected to be reclassified into earnings in the next 12 months.

​

​

​

​

6. Property and Equipment, net

Property and equipment, net increased $68.9 million for the nine months ended September 30, 2021 primarily due to ships under construction and ship improvement projects.

7. Long-Term Debt

Credit Facilities

In January 2021, NCLC entered into an amendment agreement (the “First Amendment”), which amends the Amended and Restated Credit Agreement, dated as of May 8, 2020 (the “Fifth ARCA” and, as amended by the First Amendment, the “Senior Secured Credit Facility”). The First Amendment provides that, among other things, (a) amortization payments due between the First Amendment effective date and prior to June 30, 2022 (the “First Amendment Deferral Period”) on the Legacy Term Loan A and Term Loan A-1 held by lenders that have consented to such deferral (the “First Amendment Deferring Lenders”) are deferred and such deferred principal amount constitutes a separate tranche of loans (the “Deferred Term Loan A-1”) and (b) the tranche of loans held by certain lenders (the “Fifth ARCA Deferring

Lenders”) on which amortization payments due within the first year after effectiveness of the Fifth ARCA were deferred (the “Deferred Term Loan A”) of First Amendment Deferring Lenders were converted into Deferred Term Loan A-1 loans. The class of loans constituting the Term Loan A Facility (other than the Deferred Term Loan A) held by the Fifth ARCA Deferring Lenders (the “Term Loan A-1”) and the class of loans constituting the portion of the Term Loan A Facility that is held by lenders other than the Fifth ARCA Deferring Lenders (the “Legacy Term Loan A”) that were held by the First Amendment Deferring Lenders (other than amounts converted into the Deferred Term Loan A-1) constitute a separate tranche of loans (the “Term Loan A-2”), with the same terms as the Legacy Term Loan A and Term Loan A-1 under the Fifth ARCA, except that amortization payments on the Term Loan A-2 shall be deferred during the First Amendment Deferral Period and thereafter such Term Loan A-2 will amortize in an aggregate principal amount equal to approximately 5.88% per annum and the interest rate for Term Loan A-2 shall be modified as described below. The Deferred Term Loan A-1 will accrue interest (x) in the case of Eurocurrency loans, at a per annum rate based on LIBOR plus a margin of 2.50% or (y) in the case of base rate loans, at a per annum rate based on the base rate plus a margin of 1.50%. After the end of the First Amendment Deferral Period, the Deferred Term Loan A-1 will amortize in an aggregate principal amount equal to 25% per annum of the Deferred Term Loan A-1 outstanding immediately after the consummation of the First Amendment, in quarterly installments, and in the case of such payment due on the maturity date, an amount equal to the then unpaid principal amount of the Deferred Term Loan A-1 outstanding. The Legacy Term Loan A, Term Loan A-1 and Deferred Term Loan A that were held by lenders other than the First Amendment Deferring Lenders constitute separate classes of loans and were unchanged. The First Amendment resulted in deferred amortization payments aggregating approximately $70 million prior to June 30, 2022.

The First Amendment provides that, (a) from the First Amendment effective date to and including December 31, 2022 (the “Covenant Relief Period”) the testing of the loan to value, debt to capitalization and EBITDA to debt service covenants under the Senior Secured Credit Facility will be suspended and the free liquidity test will be replaced by a covenant to maintain at least $200 million in free liquidity, certified on a monthly basis. During the Covenant Relief Period the interest rate for Term Loan A-2 and revolving loans held by Lenders that consented to the First Amendment will be LIBOR plus 2.00% (or base rate plus 1.00%) with decreases subject to a leverage-based pricing grid. The First Amendment also makes certain other changes to the Senior Secured Credit Facility, including tightening certain of the baskets applicable to our ability to make certain asset dispositions, investments and restricted payments.

Additionally, in February 2021, NCLC amended all of its export-credit backed facilities to defer amortization payments aggregating approximately $680 million through March 31, 2022 and/or make certain changes in respect of covenants and undertakings contained therein.

The facilities that finance Norwegian Breakaway, Norwegian Getaway, Norwegian Escape, Norwegian Joy, Norwegian Bliss, Norwegian Encore, Seven Seas Explorer, Seven Seas Splendor, Riviera and Marina were amended to provide that, among other things, (a) amortization payments due from April 1, 2021 to March 31, 2022 (the “Second Deferral Period”) on the loans will be deferred and (b) the principal amounts so deferred will constitute separate tranches of loans under the facilities. The separate tranches of loans will accrue interest at a floating rate per annum based on six-month LIBOR plus a margin as follows:

​

​	​	​	​
​	​	Margin	​
€529.8 million Breakaway one loan (Norwegian Breakaway)	​	1.10	%
€529.8 million Breakaway two loan (Norwegian Getaway)	​	1.40	%
€590.5 million Breakaway three loan (Norwegian Escape)	​	1.50	%
€729.9 million Breakaway four loan (Norwegian Joy)	​	1.50	%
€710.8 million Seahawk 1 term loan (Norwegian Bliss)	​	1.20	%
€748.7 million Seahawk 2 term loan (Norwegian Encore)	​	1.20	%
Explorer newbuild loan	​	3.00	%
Splendor newbuild loan	​	1.95	%
Marina newbuild loan	​	0.75	%
Riviera newbuild loan	​	0.75	%

​

After the end of the Second Deferral Period, the deferred loans will amortize in an aggregate principal amount equal to 20% per annum of the deferred loans, in semiannual installments.

In addition, all of NCLC’s export-credit backed facilities were amended to provide that, from the effective date of the amendments to and including December 31, 2022, certain of the financial covenants under such facilities will be suspended and the free liquidity test will be replaced by a covenant to maintain at least $200 million in free liquidity. The amendments also made certain other changes to the facilities, including imposing further restrictions on NCLC’s ability to incur debt, create security, issue equity and make dividends and other distributions.

In April 2021, an agreement was executed to defer certain newbuild related debt amortization to July 2022. The aggregate amount of debt amortization that was deferred was €31.2 million, or $36.1 million based on the euro/U.S. dollar exchange rate as of September 30, 2021. The interest rate on the newbuild related debt was increased to 4.5% per annum.

The amendments of the agreements described above resulted in aggregate modification expenses of $52.1 million for the nine months ended September 30, 2021, which is recognized in interest expense, net.

In May 2021, NCLC entered into a €28.8 million loan facility for newbuild related payments. The facility bears interest at a rate of 4.5% per annum. As of September 30, 2021, €19.2 million, or $22.2 million based on the euro/U.S. dollar exchange rate as of September 30, 2021, was drawn under this facility, which matures on July 1, 2022.

In July 2021, we amended nine credit facilities for our newbuild agreements and increased the combined commitments under such credit facilities by approximately $770 million to cover owner’s supply (generally consists of provisions for the ship), modifications and financing premiums. Subsequently, in September 2021, excess commitments totaling approximately $230 million were cancelled under two of the credit facilities as a result of hedging euro below the rate used to determine the maximum commitments in U.S. dollars.

Unsecured Notes

In December 2020, NCLC conducted a private offering of $850.0 million aggregate principal amount of 5.875% senior unsecured notes due March 15, 2026 (the “2026 Senior Unsecured Notes”). In March 2021, NCLC completed an add-on offering of $575.0 million aggregate principal amount of additional 2026 Senior Unsecured Notes. The 2026 Senior Unsecured Notes pay interest at 5.875% per annum, semiannually on March 15 and September 15 of each year, to holders of record at the close of business on the immediately preceding March 1 and September 1, respectively. NCLC may redeem the 2026 Senior Unsecured Notes, in whole or part, at any time prior to December 15, 2025, at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date and a “make-whole premium.” NCLC may redeem the 2026 Senior Unsecured Notes, in whole or in part, on or after December 15, 2025, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. At any time and from time to time prior to December 15, 2022, NCLC may choose to redeem up to 40% of the aggregate principal amount of the 2026 Senior Unsecured Notes with the net proceeds of certain equity offerings, subject to certain restrictions, at a redemption price equal to 105.875% of the principal amount of the 2026 Senior Unsecured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2026 Senior Unsecured Notes issued remains outstanding following such redemption. The proceeds from the March 2021 issuance were used to repay the $230.0 million Pride of America Credit Facility and the remaining $222.6 million of the Jewel Credit Facility. The repayment of these debt agreements resulted in losses on extinguishment of debt of $1.1 million for the nine months ended September 30, 2021, which is recognized in interest expense, net.

​

In March 2021, NCL Finance, Ltd., an indirect, wholly-owned subsidiary of NCLH and NCLC, additionally conducted a private offering of $525.0 million aggregate principal amount of 6.125% senior unsecured notes due March 15, 2028 (the “2028 Senior Unsecured Notes”). The 2028 Senior Unsecured Notes pay interest at 6.125% per annum, semiannually on March 15 and September 15 of each year, to holders of record at the close of business on the immediately preceding March 1 and September 1, respectively. NCL Finance may redeem the 2028 Senior Unsecured Notes, in whole or part, at any time prior to December 15, 2027, at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date and a “make-whole premium.” NCL Finance may redeem the 2028 Senior Unsecured Notes, in whole or in part, on or after December 15, 2027, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. At any time and from time to time prior to March 15, 2024, NCL Finance may choose to redeem up to 40% of the aggregate principal amount of the 2028 Senior Unsecured Notes with the net proceeds of certain equity

offerings, subject to certain restrictions, at a redemption price equal to 106.125% of the principal amount of the 2028 Senior Unsecured Notes redeemed plus accrued and unpaid interest to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2028 Senior Unsecured Notes issued remains outstanding following such redemption.

The indentures governing the 2026 Senior Unsecured Notes and 2028 Senior Unsecured Notes include requirements that, among other things and subject to a number of qualifications and exceptions, restrict the ability of NCLC and its restricted subsidiaries, as applicable, to (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, equity interests and make other restricted payments; (iii) make investments; (iv) consummate certain asset sales; (v) engage in certain transactions with affiliates; (vi) grant or assume certain liens; and (vii) consolidate, merge or transfer all or substantially all of their assets.

In November 2021, the Company executed a $1 billion commitment through August 15, 2022 that provides additional liquidity to the Company. If drawn, this commitment will convert into an unsecured note paying interest at 8.0% per annum, semiannually, and maturing in April 2024. As of the date hereof, the Company has not drawn under this commitment.

Exchangeable Notes

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which reduces the number of accounting models for convertible debt instruments and enhances transparency in disclosures. One model which is being eliminated is the bifurcation of embedded conversion features that are not accounted for separately as derivatives. Each of the 2024 Exchangeable Notes, 2025 Exchangeable Notes, and Private Exchangeable Notes (as defined below) contain or contained conversion options that may be settled with NCLH’s ordinary shares. As the options will be both indexed to and settled in our ordinary shares, they are not accounted for separately as derivatives. The Private Exchangeable Notes contained a beneficial conversion feature, which was recognized within additional paid-in capital with an offsetting discount to the carrying amount of the debt. The discount was amortized to interest expense through December 31, 2020. On January 1, 2021, we early adopted ASU 2020-06 using a modified retrospective approach. As a result, the $131.2 million beneficial conversion feature previously recognized was reclassified from additional paid-in capital to long-term debt, and the discount amortization of $5.6 million was adjusted through retained earnings (deficit).

NCLC has outstanding $862.5 million aggregate principal amount of 6.00% exchangeable senior notes due May 15, 2024 (the “2024 Exchangeable Notes”). The 2024 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2024 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2024 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 72.7273 ordinary shares per $1,000 principal amount of 2024 Exchangeable Notes (equivalent to an initial exchange price of approximately $13.75 per ordinary share). The maximum exchange rate is 89.4454 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to adjustment for any stock split, stock dividend or similar transaction. The 2024 Exchangeable Notes pay interest at 6.00% per annum, semiannually on May 15 and November 15 of each year, to holders of record at the close of business on the immediately preceding May 1 and November 1, respectively.

NCLC also has outstanding $450.0 million aggregate principal amount of 5.375% exchangeable senior notes due August 1, 2025 (the “2025 Exchangeable Notes”). The 2025 Exchangeable Notes are guaranteed by NCLH on a senior basis. Holders may exchange their 2025 Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares will be immediately and automatically exchanged, for each $1,000 principal amount of exchanged 2025 Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate will initially be 53.3333 ordinary shares per $1,000 principal amount of 2025 Exchangeable Notes (equivalent to an initial exchange price of approximately $18.75 per ordinary share). The maximum exchange rate is 66.6666 and reflects potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events. The exchange rate referred to above is also subject to

adjustment for any stock split, stock dividend or similar transaction. The 2025 Exchangeable Notes pay interest at 5.375% per annum, semiannually on February 1 and August 1 of each year, to holders of record at the close of business on the immediately preceding January 15 and July 15, respectively.

As of December 31, 2020, NCLC also had outstanding $414.3 million aggregate principal amount of exchangeable senior notes due June 1, 2026 (the “Private Exchangeable Notes”), which amount included interest that had accreted to the principal amount, which were held by an affiliate of L Catterton (the “Private Investor”). The Private Exchangeable Notes accrued interest at a rate of 7.0% per annum for the first year post-issuance (which accreted to the principal amount). Holders were able to exchange their Private Exchangeable Notes at their option into redeemable preference shares of NCLC. Upon exchange, the preference shares would be immediately and automatically exchanged, for each $1,000 principal amount of exchanged Private Exchangeable Notes, into a number of NCLH’s ordinary shares based on the exchange rate. The exchange rate was initially approximately 82.6446 ordinary shares per $1,000 principal amount of Private Exchangeable Notes (equivalent to an initial exchange price of $12.10 per ordinary share). The maximum exchange rate was 90.9090 and reflected potential adjustments to the initial exchange rate, which would only be made in the event of certain make-whole fundamental changes or tax redemption events.

In March 2021, NCLH completed an equity offering that resulted in 52,577,947 ordinary shares being issued for gross proceeds of $1.6 billion. Approximately $1.0 billion of the cash proceeds from the offering were used to repurchase the Private Exchangeable Notes and extinguish the debt. The resulting loss on extinguishment, which is recognized in interest expense, net, was $600.4 million for the nine months ended September 30, 2021.

The following is a summary of NCLC’s convertible debt instruments as of September 30, 2021 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized		​	​	​	​	​	​	​	​
​	​	Principal		​	Deferred		​	Net Carrying		​	Fair Value
​		Amount			Financing Fees			Amount			Amount			Leveling
2024 Exchangeable Notes	​	$	862,500	​	$	(22,102)	​	$	840,398	​	$	1,838,514	​	Level 2
2025 Exchangeable Notes	​	​	450,000	​	​	(9,112)	​	​	440,888	​	​	777,285	​	Level 2

​

The remaining period over which the unamortized deferred financing fees will be recognized as non-cash interest expense is 2.6 years and 3.8 years for the 2024 Exchangeable Notes and 2025 Exchangeable Notes, respectively.

The following is a summary of NCLC’s convertible debt instruments as of December 31, 2020 (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Unamortized Debt		​	​	​	​	​	​	​	​
​	​	​	​	​	Discount,		​	​	​	​	​	​	​	​
​	​	Principal		​	including Deferred		​	Net Carrying		​	Fair Value
​		Amount			Financing Fees			Amount			Amount			Leveling
2024 Exchangeable Notes	​	$	862,500	​	$	(27,559)	​	$	834,941	​	$	1,812,975	​	Level 2
2025 Exchangeable Notes	​	​	450,000	​	​	(10,609)	​	​	439,391	​	​	772,412	​	Level 2
Private Exchangeable Notes	​	​	414,311	​	​	(136,163)	​	​	278,148	​	​	1,098,082	​	Level 2

​

In addition, as of December 31, 2020, we had recognized a $19.3 million premium for payment-in-kind interest as additional paid-in capital for the Private Exchangeable Notes. As a result of the extinguishment of the Private Exchangeable Notes, we derecognized the amounts recorded as additional paid-in capital.

​

​

​

​

The following provides a summary of the interest expense of NCLC’s convertible debt instruments (in thousands):

​	​	​	​	​	​	​
​	​	Three Months		​	Nine Months
​	​	Ended September 30,		​	Ended September 30,
​	​	2021			2021
Coupon interest	​	​	18,984	​	​	62,109
Amortization of deferred financing fees	​	​	2,593	​	​	7,802
Total	​	$	21,577	​	$	69,911

​

Prior to the adoption of ASU 2020-06, interest expense, including amortization of debt discounts and coupon interest, recognized related to the convertible debt instruments was $29.5 million and $42.0 million for the three and nine months ended September 30, 2020, respectively.

​

The effective interest rate is 7.07% and 5.97% for the 2024 Exchangeable Notes and 2025 Exchangeable Notes, respectively.

​

As of September 30, 2021, the if-converted value above par was $812.9 million on available shares of 62.7 million and $191.0 million on available shares of 24.0 million for the 2024 Exchangeable Notes and the 2025 Exchangeable Notes, respectively.

Debt Repayments

The following are scheduled principal repayments on our long-term debt including finance lease obligations as of September 30, 2021 for each of the following periods (in thousands):

​

​	​	​	​
Year		Amount
Remainder of 2021	​	$	9,794
2022	​		866,626
2023	​		933,399
2024	​		5,069,391
2025	​		1,063,107
Thereafter	​		4,659,587
Total	​	$	12,601,904

​

Debt Covenants

We have received certain financial and other debt covenant waivers through December 31, 2022 and added new free liquidity requirements. At September 30, 2021, taking into account such waivers, we were in compliance with all of our debt covenants. If we do not continue to remain in compliance with our covenants, including following the expiration of any current waivers, we would have to seek additional amendments to our covenants. However, no assurances can be made that such amendments 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.

8. 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. If it is determined that the hedged forecasted transaction is no longer probable of occurring, then the amount recognized in accumulated other comprehensive income (loss) is released to earnings. 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, is not considered significant, as we primarily conduct business with large, well-established financial institutions with which we have established relationships, and which have credit risks acceptable to us, or the credit risk is spread out among many creditors. We do not anticipate non-performance by any of our significant counterparties.

As of September 30, 2021, we had fuel swaps which are used to mitigate the financial impact of volatility of fuel prices pertaining to approximately 366 thousand metric tons of our projected fuel purchases, maturing through December 31, 2023.

On January 1, 2021, our fuel swaps designated as hedges for marine gas oil maturing through December 31, 2021 were dedesignated as cash flow hedges. As of September 30, 2021, we had, in aggregate with previously dedesignated fuel swaps, approximately 153 thousand metric tons which were not designated as cash flow hedges maturing through December 31, 2022.

As of September 30, 2021, we had foreign currency forward contracts, matured foreign currency options and matured foreign currency collars 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 €2.3 billion, or $2.7 billion based on the euro/U.S. dollar exchange rate as of September 30, 2021.

As of September 30, 2021, we had an interest rate swap, which is used to hedge our exposure to interest rate movements and manage our interest expense. The notional amount of our outstanding debt associated with the interest rate swap was $0.2 billion as of September 30, 2021.

​

​

​

The derivatives measured at fair value and the respective location in the consolidated balance sheets include the following (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Assets					​	Liabilities
​	​	​	​	September 30,		​	December 31,		​	September 30,		​	December 31,
​		Balance Sheet Location		2021			2020			2021			2020
Derivative Contracts Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	20,852	​	$	—	​	$	—	​	$	—
​	​	Other long-term assets	​	​	22,324	​	​	—	​	​	—	​	​	—
​	​	Accrued expenses and other liabilities	​		—	​		—	​		—	​		35,973
​	​	Other long-term liabilities	​		—	​		—	​		—	​		28,947
Foreign currency contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​		819	​		5,779	​		—	​		—
​	​	Other long-term assets	​		10,898	​		43,250	​		—	​		—
​	​	Accrued expenses and other liabilities	​		—	​		—	​		90,954	​		14,778
​	​	Other long-term liabilities	​		2,410	​		6,821	​		56,775	​		44,938
Interest rate contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Accrued expenses and other liabilities	​		—	​		—	​		1,281	​		6,776
​	​	Other long-term liabilities	​	​	—	​		—	​		—	​	​	452
Total derivatives designated as hedging instruments			​	$	57,303	​	$	55,850	​	$	149,010	​	$	131,864
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Derivative Contracts Not Designated as Hedging Instruments			​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Prepaid expenses and other assets	​	$	12,283	​	$	—	​	$	—	​	$	—
​	​	Other long-term assets	​	​	1,873	​	​	—	​	​	—	​	​	—
​	​	Accrued expenses and other liabilities	​	​	—	​	​	546	​	​	—	​	​	6,732
​	​	Other long-term liabilities	​	​	—	​	​	—	​	​	—	​	​	3,534
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total derivatives not designated as hedging instruments			​	$	14,156	​	$	546	​	$	—	​	$	10,266
Total derivatives	​	​	​	$	71,459	​	$	56,396	​	$	149,010	​	$	142,130

​

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):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
September 30, 2021		Amounts			Offset			Amounts			Not Offset			Net Amounts
Assets	​	$	69,049	​	$	—	​	$	69,049	​	$	(69,049)	​	$	—
Liabilities	​	​	149,010	​	​	(2,410)	​	​	146,600	​	​	(137,482)	​	​	9,118

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Gross		​	​	​	​	Gross		​	​	​
​	​	Gross		​	Amounts		​	Total Net		​	Amounts		​	​	​
December 31, 2020		Amounts			Offset			Amounts			Not Offset			Net Amounts
Assets	​	$	49,029	​	$	—	​	$	49,029	​	$	(49,029)	​	$	—
Liabilities	​	​	142,130	​	​	(7,367)	​	​	134,763	​	​	(57,351)	​	​	77,412

​

The effects of cash flow hedge accounting on accumulated other comprehensive income (loss) were as follows (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Location of Gain	​	​	​	​	​	​
​	​	​	​	​	​	​	​	(Loss) Reclassified	​	​	​	​	​	​
​	​	​	​	​	​	​	​	from Accumulated	​	Amount of Gain (Loss) Reclassified
​	​	Amount of Gain (Loss)					​	Other Comprehensive	​	from Accumulated Other
​	​	Recognized in Other					​	Income (Loss) into	​	Comprehensive Income
Derivatives		Comprehensive Loss						Income (Expense)		(Loss) into Income (Expense)
​	​	Three Months		​	Three Months		​	​	​	Three Months		​	Three Months
​	​	Ended		​	Ended		​	​	​	Ended		​	Ended
​		September 30, 2021			September 30, 2020			​		September 30, 2021			September 30, 2020
Fuel contracts	​	$	19,202	​	$	(10,958)		Fuel	​	$	(10,278)	​	$	(15,091)
Fuel contracts	​	​	—	​	​	—	​	Other income (expense), net	​	​	(65)	​	​	(17,434)
Foreign currency contracts	​		(64,306)	​		98,539		Depreciation and amortization	​		(1,267)	​		(1,267)
Interest rate contracts	​		(30)	​		129		Interest expense, net	​		(1,338)	​		(2,280)
Total gain (loss) recognized in other comprehensive loss	​	$	(45,134)	​	$	87,710			​	$	(12,948)	​	$	(36,072)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Location of Gain		​	​		​	​
​	​	​	​	​	​	​	​	(Loss) Reclassified	​	​	​	​	​	​
​	​	​	​	​	​	​	​	from Accumulated	​	Amount of Gain (Loss) Reclassified
​	​	Amount of Gain (Loss)					​	Other Comprehensive	​	from Accumulated Other
​	​	Recognized in Other					​	Income (Loss) into	​	Comprehensive Income
Derivatives		Comprehensive Loss						Income (Expense)		(Loss) into Income (Expense)
​	​	Nine Months		​	Nine Months		​	​	​	Nine Months		​	Nine Months
​	​	Ended		​	Ended		​	​	​	Ended		​	Ended
​		September 30, 2021			September 30, 2020		​	​		September 30, 2021			September 30, 2020
Fuel contracts		$	68,708	​	$	(181,666)	​	Fuel		$	(27,101)	​	$	(35,186)
Fuel contracts	​	​	—	​	​	—	​	Other income (expense), net	​	​	(11,793)	​	​	(43,718)
Foreign currency contracts			(142,466)	​		28,346	​	Depreciation and amortization			(3,800)	​		(3,662)
Interest rate contracts			261	​		(10,352)	​	Interest expense, net			(5,634)	​		(4,287)
Total gain (loss) recognized in other comprehensive loss		$	(73,497)	​	$	(163,672)	​			$	(48,328)	​	$	(86,853)

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​

​

The effects of cash flow hedge accounting on the consolidated statements of operations include the following (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30, 2021											​	Three Months Ended September 30, 2020
​	​	​	​	​	Depreciation		​	​	​	​	​	​	​	​	​	​	Depreciation		​	​	​	​	​	​
​	​	​	​	​	and		​	Interest		​	Other Income		​	​	​	​	and		​	Interest		​	Other Income
​		Fuel			Amortization			Expense, net			(Expense), net			Fuel			Amortization			Expense, net			(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	79,238	​	$	173,289	​	$	161,205	​	$	4,720	​	$	48,224	​	$	177,488	​	$	139,664	​	$	(23,680)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense)	​			​			​			​			​			​			​			​
Fuel contracts	​	​	(10,278)	​	​	—	​	​	—	​	​	—	​	​	(15,091)	​	​	—	​	​	—	​	​	—
Foreign currency contracts	​	​	—	​	​	(1,267)	​	​	—	​	​	—	​	​	—	​	​	(1,267)	​	​	—	​	​	—
Interest rate contracts	​	​	—	​	​	—	​	​	(1,338)	​	​	—	​	​	—	​	​	—	​	​	(2,280)	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense) as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	(65)	​	​	—	​	​	—	​	​	—	​	​	(17,434)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain recognized in income as a result of failing effectiveness tests	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	5,507

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2021											​	Nine Months Ended September 30, 2020
​	​	​	​	​	Depreciation		​	​	​	​	​	​	​	​	​	​	Depreciation		​	​	​	​	​	​
​	​	​	​	​	and		​	Interest		​	Other Income		​	​	​	​	and		​	Interest		​	Other Income
​		Fuel			Amortization			Expense, net			(Expense), net			Fuel			Amortization			Expense, net			(Expense), net
Total amounts of income and expense line items presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded	​	$	175,931	​	$	517,867	​	$	1,122,905	​	$	57,464	​	$	222,240	​	$	554,937	​	$	323,108	​	$	(32,275)
​	​	​		​	​		​	​		​	​	​	​	​		​	​		​	​		​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense)		​			​			​			​	​		​			​			​		​
Fuel contracts		​	(27,101)		​	—		​	—		​	—		​	(35,186)		​	—		​	—	​	​	—
Foreign currency contracts		​	—	​	​	(3,800)		​	—		​	—		​	—		​	(3,662)		​	—	​	​	—
Interest rate contracts		​	—		​	—		​	(5,634)		​	—		​	—		​	—		​	(4,287)	​	​	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (expense) as a result that a forecasted transaction is no longer probable of occurring	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	(11,793)	​	​	—	​	​	—	​	​	—	​	​	(43,718)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Amount of gain recognized in income as a result of failing effectiveness tests	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fuel contracts	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	5,507

​

The effects of derivatives not designated as hedging instruments on the consolidated statements of operations include the following (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	Amount of Gain (Loss) Recognized in Income
​	​	​	Three Months Ended					​	Nine Months Ended
​	​	​	September 30,					​	September 30,
​	Location of Gain (Loss)		2021			2020			2021			2020
Derivatives not designated as hedging instruments	​	​			​			​			​
Fuel contracts	Other income (expense), net	​	$	7,398	​	$	(17)	​	$	57,505	​	$	3,629

​

Long-Term Debt

As of September 30, 2021 and December 31, 2020, the fair value of our long-term debt, including the current portion, was $14.2 billion, which was $1.6 billion higher and $2.2 billion higher, respectively, than the carrying values, excluding deferred financing costs. 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 as well as the beneficial conversion feature recognized on the Private Exchangeable Notes as of December 31, 2020. The fair value of our long-term revolving and term loan facilities was calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities. The fair value of our exchangeable notes considers observable risk-free rates; credit spreads of the same or similar instruments; and share prices, tenors, and historical and implied volatilities which are sourced from observable market data. The inputs are considered to be Level 2 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 or from an increase in share values.

Other

The carrying amounts reported in the consolidated balance sheets of all other financial assets and liabilities approximate fair value.

​

​

9. Employee Benefits and Compensation Plans

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. In May 2016, the plan was amended and restated (“Restated 2013 Plan”) 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. In May 2021, the Restated 2013 Plan was further amended and restated to increase the number of NCLH ordinary shares that may be delivered by 4,910,000 shares to 32,375,106 shares.

Share Option Awards

The following is a summary of option activity under NCLH’s Restated 2013 Plan for the nine months ended September 30, 2021:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Weighted-	​	​
​	​	Number of Share Option Awards					​	Weighted-Average Exercise Price								​	Average	​	Aggregate
​	​	Time-	​	Performance-	​	Market-	​	Time-		​	Performance-		​	Market-		​	Contractual	​	Intrinsic
​	​	Based	​	Based	​	Based	​	Based		​	Based		​	Based		​	Term	​	Value
​		Awards		Awards		Awards		Awards			Awards			Awards			(years)		(in thousands)
Outstanding as of January 1, 2021		4,525,207	​	114,583		208,333	​	$	51.96	​	$	59.43	​	$	59.43		4.42	​	$	—
Forfeited and cancelled		(96,862)	​	—		—	​	​	52.49	​	​	—	​	​	—	​	​	​
Outstanding as of September 30, 2021		4,428,345	​	114,583		208,333	​	​	51.95	​	​	59.43	​	​	59.43	​	3.68	​	​	—

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Restricted Share Unit Awards

In June 2021, NCLH granted 3.1 million time-based restricted share unit awards to our employees, which primarily vest in substantially equal installments each March 1 over three years. Additionally, in June 2021, NCLH granted 0.7 million performance-based restricted share units to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2023 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2024.

The following is a summary of restricted share unit activity for the nine months ended September 30, 2021:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	Weighted-		​	Number of	​	Weighted-		​	Number of	​	Weighted-
​	​	Time-Based	​	Average Grant		​	Performance-	​	Average Grant		​	Market-	​	Average Grant
​		Awards		Date Fair Value			Based Awards		Date Fair Value			Based Awards		Date Fair Value
Non-vested as of January 1, 2021		6,663,925	​	$	30.54		1,565,184	​	$	39.42		50,000	​	$	59.43
Granted		3,135,993	​	​	30.89	​	736,898	​	​	40.89		—	​	​	—
Vested		(1,746,838)	​	​	47.01	​	(460,969)	​	​	56.73		—	​	​	—
Forfeited or expired		(225,752)	​	​	28.71	​	—	​	​	—		—	​	​	—
Non-vested as of September 30, 2021		7,827,328	​	​	27.05		1,841,113	​	​	35.68		50,000	​	​	59.43

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The compensation expense recognized for share-based compensation for the periods presented include the following (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020			2021			2020
Payroll and related expense	​	$	6,525	​	$	5,483	​	$	16,225	​	$	15,214
Marketing, general and administrative expense	​		33,397	​		20,379	​		72,749	​		65,795
Total share-based compensation expense	​	$	39,922	​	$	25,862	​	$	88,974	​	$	81,009

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10. Commitments and Contingencies

Ship Construction Contracts

Project Leonardo will introduce an additional six ships, each ranging from approximately 140,000 to 156,300 Gross Tons with approximately 3,215 to 3,550 Berths, with expected delivery dates from 2022 through 2027. For the Regent brand, we have an order for one Explorer Class Ship to be delivered in 2023, which will be approximately 55,000 Gross Tons and 750 Berths. For the Oceania Cruises brand, we have orders for two Allura Class Ships to be delivered in 2023 and 2025. Each of the Allura Class Ships will be approximately 67,000 Gross Tons and 1,200 Berths. The impacts of COVID-19 on the shipyards where our ships are under construction (or will be constructed) have resulted in some delays in expected ship deliveries, and the impacts of COVID-19 could result in additional delays in ship deliveries in the future, which may be prolonged.

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The combined contract prices of the nine ships on order for delivery as of September 30, 2021 was approximately €7.6 billion, or $8.8 billion based on the euro/U.S. dollar exchange rate as of September 30, 2021. We have obtained export credit financing which is expected to fund approximately 80% of the contract price of each ship, subject to certain conditions. 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.

Litigation

Class Actions

On March 12, 2020, a class action complaint, Eric Douglas v. Norwegian Cruise Lines, Frank J. Del Rio and Mark A. Kempa, Case No. 1:20-CV-21107, was filed in the United States District Court for the Southern District of Florida, naming the Company, Frank J. Del Rio, the Company’s President and Chief Executive Officer, and Mark A. Kempa, the Company’s Executive Vice President and Chief Financial Officer, as defendants. Subsequently, two similar class action complaints were also filed in the United States District Court for the Southern District of Florida naming the same defendants. On July 31, 2020, a consolidated amended class action complaint was filed by lead plaintiff’s counsel. The complaint asserted claims, purportedly brought on behalf of a class of shareholders, under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, and alleged that the Company made false and misleading statements to the market and customers about COVID-19. The complaint sought unspecified damages and an award of costs and expenses, including reasonable attorneys’ fees, on behalf of a purported class of purchasers of our ordinary shares between February 20, 2020 and March 10, 2020. On April 10, 2021, the case was dismissed and closed, and the plaintiffs no longer have the right to appeal.

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Investigations

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In March 2020, the Florida Attorney General announced an investigation related to the Company’s marketing during the COVID-19 pandemic. Following the announcement of the investigation by the Florida Attorney General, we received notifications from other attorneys general and governmental agencies that they are conducting similar investigations. The Company is cooperating with these ongoing investigations, the outcomes of which cannot be predicted at this time.

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Helms-Burton Act

On August 27, 2019, two lawsuits were filed against Norwegian Cruise Line Holdings Ltd. in the United States District Court for the Southern District of Florida under Title III of the Cuban Liberty and Solidarity (Libertad) Act of 1996, also known as the Helms-Burton Act. The complaint filed by Havana Docks Corporation (the “Havana Docks Matter”) alleges it holds an interest in the Havana Cruise Port Terminal and the complaint filed by Javier Garcia-Bengochea (the “Garcia-Bengochea Matter”) alleges that he holds an interest in the Port of Santiago, Cuba, both of which were expropriated by the Cuban Government. The complaints further allege that the Company “trafficked” in those properties by embarking and disembarking passengers at these facilities. The plaintiffs seek all available statutory remedies, including the value of the expropriated property, plus interest, treble damages, attorneys’ fees and costs. On January 7, 2020, the United States District Court for the Southern District of Florida dismissed the claim by Havana Docks Corporation. On April 14, 2020, the district court granted Havana Docks Corporation’s motion to reconsider and vacated its order dismissing the claim, allowing Havana Docks Corporation to file an amended complaint on April 16, 2020. On April 24, 2020, we filed a motion seeking permission to appeal the district court’s order which was subsequently denied. Discovery in the Havana Docks Matter has now concluded and appropriate motions for summary judgment have been filed. Trial for the Havana Docks Matter is scheduled for March 2022. On September 1, 2020, the Court entered an order staying all case deadlines and administratively closed the Garcia-Bengochea Matter pending the outcome of the appeal in a related case brought by the same plaintiff. We believe we have meritorious defenses to the claims and intend to vigorously defend these matters. As of September 30, 2021, we are unable to reasonably estimate any potential contingent loss from these matters due to a lack of legal precedent.

Other

In the normal course of our business, various other 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.

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Other Contingencies

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The Company also has agreements with its credit card processors that govern approximately $1.5 billion in advance ticket sales at September 30, 2021 that have 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. As of September 30, 2021, we had cash reserves of approximately $1.2 billion with credit card processors recognized in accounts receivable, net or other long-term assets. Subsequent to September 30, 2021, $388.3 million in cash reserves have been released to the Company. We may be

required to pledge additional collateral and/or post additional cash reserves or take other actions that may further reduce our liquidity.

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11. Other Income (Expense), Net

For the three and nine months ended September 30, 2021, other income (expense), net consisted of income of $4.7 million and $57.5 million, respectively, primarily related to gains on fuel swaps not designated as hedges and foreign currency exchange. For the three and nine months ended September 30, 2020, other income (expense), net consisted of an expense of $23.7 million and $32.3 million, respectively, primarily due to losses from foreign currency exchange and losses on fuel hedges released into earnings as a result of the forecasted transactions no longer being probable.

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12. Supplemental Cash Flow Information

For the nine months ended September 30, 2021 and 2020, we had non-cash investing activities consisting of changes in accruals related to property and equipment of $64.6 million and $29.1 million, respectively.

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13. Related Party Disclosures

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NCLC, as issuer, NCLH, as guarantor, and U.S. Bank National Association, as trustee, were all parties to an indenture, dated May 28, 2020 (the “Indenture”) related to the Private Exchangeable Notes, which were held by the Private Investor. The terms of the Private Exchangeable Notes are more fully described under Note 7 — “Long-Term Debt”. Based on the initial exchange rate for the Private Exchangeable Notes, the Private Investor beneficially owned approximately 10% of NCLH’s outstanding ordinary shares as of December 31, 2020. The initial exchange rate for the Private Exchangeable Notes could have been adjusted in the event of certain make-whole fundamental changes or tax redemption events (each, as described in the Indenture), but the maximum number of NCLH ordinary shares issuable upon an exchange in the event of such an adjustment would not have exceeded 46,577,947. The Private Exchangeable Notes also contained certain anti-dilution provisions that could have subjected the exchange rate to additional adjustment if certain events had occurred.

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NCLH, NCLC and the Private Investor also entered into an investor rights agreement, dated May 28, 2020 (the “Investor Rights Agreement”), which provided that, among other things, the Private Investor was entitled to nominate one person for appointment to the board of directors of NCLH until the first date on which the Private Investor no longer beneficially owned in the aggregate at least 50% of the number of NCLH’s ordinary shares issuable upon exchange of the Private Exchangeable Notes beneficially owned by the Private Investor in the aggregate as of May 28, 2020 (subject to certain adjustments).

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The Investor Rights Agreement also provided for customary registration rights for the Private Investor and its affiliates, including demand and piggyback registration rights, contained customary transfer restrictions and provided that the Private Investor and its affiliates were subject to a voting agreement with respect to certain matters during a specified period of time.

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In a privately negotiated transaction among NCLH, NCLC and the Private Investor, NCLC agreed to repurchase all of the outstanding Private Exchangeable Notes for an aggregate repurchase price of approximately $1.0 billion (the “Repurchase”). On March 9, 2021, in connection with the settlement of the Repurchase, the trustee cancelled the aggregate principal amount outstanding under the Private Exchangeable Notes and confirmed that NCLC had satisfied and discharged its obligations under the Indenture. In connection with the Repurchase, we and the Private Investor agreed to terminate the Investor Rights Agreement effective upon the consummation of the Repurchase. Notwithstanding the termination, we and the Private Investor agreed that certain provisions related to indemnification and expense reimbursement would survive in accordance with their terms.

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