Annual report pursuant to Section 13 and 15(d)

The Acquisition of Prestige

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The Acquisition of Prestige
 12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
The Acquisition of Prestige
4. The Acquisition of Prestige

 

On September 2, 2014, NCLH entered into an agreement with funds affiliated with Apollo and other owners to acquire 100% of the equity of Prestige. On November 19, 2014, we completed the Acquisition of Prestige.

 

The Acquisition of Prestige and the principal factors that contributed to the recognition of goodwill are enhancements of our financial profile which created a company with increased economies of scale, greater operating leverage and synergies. These synergies include revenue enhancements and opportunities for savings in various areas. The Acquisition of Prestige also created a company with greater cash flow generation, accelerating the ability to delever our balance sheet.

 

Consideration for the Acquisition of Prestige consisted of $1.1 billion in cash and non-cash considerations of 19,969,889 NCLH ordinary shares valued at $834.1 million based on the closing market price of NCLH’s shares as of November 18, 2014 and contingent consideration valued at $43.4 million. In addition, we assumed debt of $1.6 billion from Prestige. The contingent consideration arrangement subjected NCLH to an additional cash payment of up to $50 million upon achievement of certain 2015 revenue milestones. The contingent consideration was valued using various projected 2015 revenue scenarios weighted by the likelihood of each scenario occurring. The probability weighted payout was then discounted at an appropriate discount rate commensurate for the risk of meeting the probabilistic cash flows. For more on the contingent consideration valuation, we refer you to “Valuation of Contingent Consideration” below.
 
Prestige is reported in our results of operations from the acquisition date which includes approximately $111.7 million of revenue and approximately $19.7 million of operating loss related to Prestige for the period ended December 31, 2014.

 

The excess of the cost of acquisition over the net of amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill, which is not expected to be deductible for tax purposes.

 

Based on this fair valuation, the purchase price was allocated as follows (in thousands):

 

Consideration Allocated:

 

Accounts receivable   $ 6,916  
Inventories     12,579  
Prepaid expenses and other assets     48,670  
Amortizable intangible assets     190,000  
Property and equipment     2,175,039  
Goodwill and tradenames     1,595,126  
Other long-term assets     15,607  
Current portion of long-term debt     (97,006 )
Accounts payable     (14,880 )
Accrued expenses and other liabilities     (190,256 )
Advance ticket sales     (439,313 )
Long-term debt     (1,456,038 )
Other long-term liabilities     (142,216 )
Total consideration allocated, net of $295.8 million of cash acquired   $ 1,704,228  

 

Goodwill and intangible assets acquired included the following (in thousands):

 

Goodwill   $ 985,126  
Tradenames (indefinite lived)     610,000  
Backlog (1 year amortization period)     70,000  
Customer relationships (6 year amortization period)     120,000  

 

Pro forma Financial Information (unaudited)

 

The following unaudited pro forma financial information presents the combined results of operations of NCLH and Prestige as if the Acquisition of Prestige had occurred on January 1, 2013. The pro forma results presented below for 2014 combine the historical results of NCLH and Prestige for 2014. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations or financial condition that would have been reported had the Acquisition of Prestige been completed as of January 1, 2013 and should not be taken as indicative of our future consolidated results of operations or financial condition.

 

The unaudited pro forma financial information was as follows (in thousands, except per share data):

 

    Year Ended December 31,  
    2014     2013  
Total revenue   $ 4,310,079     $ 3,704,692  
Net income (loss) attributable to Norwegian Cruise Line Holdings Ltd.     497,020       (683 )
Earnings per share:                
Basic   $ 2.21     $ —  
Dilutive   $ 2.19     $ —  

 

The unaudited pro forma financial information includes non-recurring pro forma adjustments of $57.5 million in acquisition related expenses within marketing, general and administrative expense, a purchase price adjustment decreasing passenger ticket revenue by $48.9 million, $15.4 million of expenses related to financing transactions in conjunction with the Acquisition of Prestige within interest expense and $70.0 million of amortization related to the backlog intangible asset in the year ended December 31, 2013.

 

Valuation of Contingent Consideration

 

The contingent consideration was valued using various projected 2015 Net Revenue scenarios weighted by the likelihood of each scenario occurring. The probability-weighted payout was then discounted at an appropriate discount rate commensurate for the risk of meeting the probabilistic cash flows. As the fair value was measured based upon significant inputs that are unobservable in the market, it was classified as Level 3 in the fair value hierarchy. Level 3 consists of significant unobservable inputs we believe market participants would use in pricing the asset or liability based on the best information available. The significant unobservable inputs used in the fair value measurement of the Company’s contingent consideration are the estimated annual Net Revenue and the probabilities associated with attaining the threshold and target Net Revenue as defined by the Merger Agreement. A significant increase in the estimated Net Revenue or an increase in the probability associated with reaching the target could have resulted in a significantly higher fair value measurement. The maximum fair value would not be able to exceed $50 million, while an amount of Net Revenue less than 98% of target would result in no payout. For the year ended December 31, 2015, the fair value of the contingent consideration was reduced to zero based upon updates to the probability-weighted assessment of various projected revenue scenarios. The Net Revenue target was not met, and accordingly, we recognized a $43.4 million fair value adjustment during the year ended December 31, 2015, which was included in marketing, general and administrative expense.

 

The following table summarizes the change in fair value of the contingent consideration liability (in thousands):

 

    Contingent 
 Consideration Liability		  
Balance as of December 31, 2014   $ 43,400  
Fair value adjustment (Level 3)     (43,400 )
Balance as of December 31, 2015   $ —