| Condensed Financial Information of the Registrant |
| 12. |
Condensed Financial
Information of the Registrant |
Our debt
agreements limit or prohibit, and any of our future debt
arrangements may restrict, among other things, the ability of our
subsidiaries, including NCLC, to pay distributions to NCLH and our
ability to pay cash dividends to our shareholders. We are a holding
company and depend upon our subsidiaries for their ability to pay
distributions to us to finance any dividend or pay any other
obligations of NCLH. The following is our condensed financial
information.
Norwegian Cruise Line
Holdings Ltd.
Condensed Statements of
Operations
(in thousands, except
share and per share data)
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|
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|
|
|
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| |
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Years Ended
December 31, |
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| |
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
Other operating
expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, general and
administrative expense
|
|
$ |
2,890 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other operating
expense
|
|
|
2,890 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income
(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of
subsidiaries
|
|
|
118,643 |
|
|
|
168,556 |
|
|
|
126,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-operating income
(expense)
|
|
|
118,643 |
|
|
|
168,556 |
|
|
|
126,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income
taxes
|
|
|
115,753 |
|
|
|
168,556 |
|
|
|
126,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
|
(14,039 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
101,714 |
|
|
$ |
168,556 |
|
|
$ |
126,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.50 |
|
|
$ |
0.95 |
|
|
$ |
0.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.49 |
|
|
$ |
0.94 |
|
|
$ |
0.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares
outstanding
|
|
|
|
|
|
|
|
|
|
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Basic
|
|
|
202,993,839 |
|
|
|
178,232,850 |
|
|
|
177,869,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Diluted
|
|
|
209,239,484 |
|
|
|
179,023,683 |
|
|
|
178,859,720 |
|
|
|
|
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|
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|
|
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|
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Comprehensive
income
|
|
|
|
|
|
|
|
|
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|
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|
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Net income
|
|
$ |
101,714 |
|
|
$ |
168,556 |
|
|
$ |
126,859 |
|
|
Total other comprehensive
income (loss)
|
|
|
929 |
|
|
|
2,175 |
|
|
|
(24,103 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total other comprehensive
income
|
|
$ |
102,643 |
|
|
$ |
170,731 |
|
|
$ |
102,756 |
|
|
|
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|
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|
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|
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Norwegian Cruise Line
Holdings Ltd.
Condensed Balance
Sheets
(in thousands, except
for share data)
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December 31, |
|
| |
|
2013 |
|
|
2012 |
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
4,336 |
|
|
$ |
— |
|
|
Other assets
|
|
|
25,831 |
|
|
|
5,943 |
|
|
Due from NCLC
|
|
|
9,705 |
|
|
|
— |
|
|
Investment in
subsidiaries
|
|
|
2,609,903 |
|
|
|
2,010,318 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,649,775 |
|
|
$ |
2,016,261 |
|
|
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|
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|
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Liabilities and
Shareholders’ Equity
|
|
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Liabilities:
|
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|
|
|
|
|
|
|
|
Accrued expenses
|
|
$ |
27,225 |
|
|
$ |
— |
|
|
Deferred tax
liability
|
|
|
13,642 |
|
|
|
— |
|
|
Due to NCLC
|
|
|
— |
|
|
|
5,943 |
|
|
|
|
|
|
|
|
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|
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Total
liabilities
|
|
|
40,867 |
|
|
|
5,943 |
|
|
|
|
|
|
|
|
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|
Shareholders’
equity:
|
|
|
|
|
|
|
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|
|
Ordinary shares, $.001 par
value; 490,000,000 shares authorized; 205,160,340 shares issued and
outstanding at December 31, 2013, and $.0012 par value;
40,000,000 shares authorized; 21,000,000 shares issued and
outstanding at December 31, 2012
|
|
|
205 |
|
|
|
25 |
|
|
Additional paid-in
capital
|
|
|
2,822,864 |
|
|
|
2,327,097 |
|
|
Accumulated other
comprehensive income (loss)
|
|
|
(16,690 |
) |
|
|
(17,619 |
) |
|
Retained earnings
(deficit)
|
|
|
(197,471 |
) |
|
|
(299,185 |
) |
|
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|
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Total shareholders’
equity
|
|
|
2,608,908 |
|
|
|
2,010,318 |
|
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|
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Total liabilities and
shareholders’ equity
|
|
$ |
2,649,775 |
|
|
$ |
2,016,261 |
|
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Norwegian Cruise Line
Holdings Ltd.
Condensed Statements of
Cash Flows
(in
thousands)
|
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|
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| |
|
Year Ended
December 31, |
|
| |
|
2013 |
|
|
2012 |
|
|
2011 |
|
|
Cash flows from
operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
101,714 |
|
|
$ |
168,556 |
|
|
$ |
126,859 |
|
|
Adjustments to reconcile
net income to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of
subsidiaries
|
|
|
(118,643 |
) |
|
|
(168,556 |
) |
|
|
(126,859 |
) |
|
Deferred income taxes,
net
|
|
|
13,642 |
|
|
|
— |
|
|
|
— |
|
|
Changes in operating assets
and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other assets
|
|
|
(19,888 |
) |
|
|
— |
|
|
|
— |
|
|
Due from NCLC
|
|
|
(9,705 |
) |
|
|
— |
|
|
|
— |
|
|
Accrued expenses
|
|
|
27,225 |
|
|
|
— |
|
|
|
— |
|
|
Due to NCLC
|
|
|
(5,943 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
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Net cash flows used in
operating activities
|
|
|
(11,598 |
) |
|
|
— |
|
|
|
— |
|
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Cash flows from
investing activities
|
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Investment in
subsidiary
|
|
|
(460,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
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|
Net cash flows used in
investing activities
|
|
|
(460,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
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Cash flows from
financing activities
|
|
|
|
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|
|
|
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Proceeds from the issuance
of ordinary shares
|
|
|
473,914 |
|
|
|
— |
|
|
|
— |
|
|
Proceeds from the exercise
of share options
|
|
|
2,020 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
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|
Net cash flows provided by
financing activities
|
|
|
475,934 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and
cash equivalents
|
|
|
4,336 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cash and cash equivalents
at end of year
|
|
$ |
4,336 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
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|