UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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On April 27, 2020, Norwegian Cruise Line Holdings Ltd. ("NCLH") disclosed certain preliminary financial information for the quarter ended and as of March 31, 2020. Together with its consolidated subsidiaries, NCLH is referred to in this report as the "Company," "our," "us" and "we." A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated into this Item 2.02.
Update on Business
On April 27, 2020, NCLH issued a press release providing a business update addressing the impact of the novel coronavirus ("COVID-19") global pandemic on its business and the measures it is taking to mitigate the impact. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01.
Summary of Unencumbered Assets
The Company currently has unencumbered assets comprising (i) two vessels with an appraised aggregate value of approximately $740 million and (ii) two islands, which are used in our cruise operations, with an appraised real estate market value of approximately $260 million and an appraised limited-scope business enterprise investment value of approximately $710 million. The Company also owns certain trademarks (inclusive of the domain names relating thereto) that are unencumbered. Additionally, we have ten vessels which are financed by export credit agency ("ECA") facilities. Collectively, these vessels have an appraised aggregate value of approximately $8.8 billion and secure approximately $4.4 billion of aggregate indebtedness.1
Advanced Ticket Sales
During the temporary suspension of our cruise voyages, we expect to be required to pay cash refunds of advanced ticket sales with respect to a portion of our cancelled cruises. As of March 31, 2020, the Company had $1.8 billion of advanced ticket sales. This includes approximately $850 million for previously announced voyage cancellations through June 30, 2020 where guests have the option of either a future cruise credit or a cash refund and approximately $350 million for voyages scheduled for the remainder of 2020. Depending on the length of the suspension and level of guest acceptance of future cruise credits, we may be required to provide cash refunds for a substantial portion of the balance, as guests on cancelled sailings contact us to request a cash refund. As of April 17, 2020, approximately half of the guests who have had their voyages cancelled have requested cash refunds.
The Registrant is furnishing the information under this Item 2.02 and Item 7.01 (including Exhibit 99.1 hereto) in this Current Report on Form 8-K. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrant's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
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, those regarding our business strategy, financial position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations (including those regarding expected fleet additions, our voluntary suspension, our ability to weather the impacts of the COVID-19 pandemic, operational position, demand for voyages, financing opportunities and extensions, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures) are forward-looking statements. Many, but not all, of these statements can be found by looking for words like "expect," "anticipate," "goal," "project," "plan," "believe," "seek," "will," "may," "forecast," "estimate," "intend," "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:
Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown.
The above examples are not exhaustive and new risks emerge from time to time. 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. These forward-looking statements 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.
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1 The valuations of the islands and vessels set forth in this paragraph exclude known and unknown impacts from COVID-19, if any, and the valuations of the vessels were prepared based on the ongoing cruise market as of December 31, 2019.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press release, dated April 27, 2020. | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORWEGIAN CRUISE LINE HOLDINGS LTD. | ||
Date: April 27, 2020 | By: | /s/ MARK A. KEMPA |
Mark A. Kempa | ||
Executive Vice President and Chief Financial Officer | ||