Good morning and welcome to the Norwegian Cruise Line Holdings Third Quarter 2020 Earnings Conference Call. My name is Crystal, and I will be your operator. . I would now like to turn the conference over to your host, Ms. Andrea DeMarco, Senior Vice President of Investor Relations, Corporate Communications and ESG. Ms. DeMarco, please proceed..

Thank you, Crystal, and good morning, everyone. Thank you for joining us for our third quarter 2020 earnings call. I'm joined today by Frank Del Rio, President and Chief Executive Officer of Norwegian Cruise Line Holdings; and Mark Kempa, Executive Vice President and Chief Financial Officer.

Frank will begin the call with opening commentary, after which Mark will follow to discuss results for the quarter before handing the call back to Frank for closing remarks. We will then open the call for your questions.

As a reminder, this conference call is being simultaneously webcast on the company's Investor Relations website at www.nclhltdinvestor.com. We will also make references to a slide presentation during this call, which may also be found on our Investor Relations website.

Both the conference call and presentation will be available for replay for 30 days following today's call. Before we discuss our results, I'd like to cover a few items. Our press release with third quarter 2020 results was issued last night and is available on our Investor Relations website.

This call includes forward-looking statements that involve risks and uncertainties that could cause our actual results to differ materially from such statements. These statements should be considered in conjunction with the cautionary statements contained in our earnings release. Our comments may also reference non-GAAP financial measures.

A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release and the presentation. With that, I'd like to turn the call over to Frank Del Rio.

Frank?.

Thank you, Andrea. And good morning. I hope that everyone joining us today as well as your loved ones are healthy and safe. Similar to our last earnings call, today, we will provide a business update, focusing more on the progress of our response to the COVID-19 global pandemic, then onto financial results.

I'd like to begin by saying that we welcome the issuance of the CDC's Framework for Conditional Sailing Order. We view this as a positive step in the right direction on the path of our shared goal of resuming cruising in the United States in a safe and responsible manner.

The return to cruising is a much anticipated event for our loyal past guests, valued travel partners, our team members in the communities we visit around the globe, but in particular, by our home ports around the United States.

These ports and the entire cruise ecosystem, which includes port employees, luggage handlers, stevedores, tour operators, taxi and rideshare drivers, coach operators, suppliers, airlines, hotels and many other businesses and industries have experienced significant economic hardship due to the ongoing suspension of cruising, and I am sure that they are anxiously awaiting the resumption of cruising as much as we are.

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first, rebuild and gradually return to pre-COVID margin levels. We also continue to identify opportunities to drive margin expansion through structural cost reductions and a continued strong focus on price discipline.

Second, maximize cash generation, which will be bolstered by a robust and disciplined growth profile of 9 cash-accretive ships on order through 2027. And third, focus on optimizing our balance sheet and charting a path to delevering. The decision to increase our leverage and issue shares was not taken lightly.

But given the extraordinary circumstances presented by the pandemic, these were necessary steps. Despite these transactions, our weighted average cost of debt is approximately 5%.

And our priority, once we emerge on the other side of this, is to focus on improving the balance sheet, as we have demonstrated and proven our ability to do so time and time again. I'll now hand the call back over to Frank to provide closing comments..

Thank you, Mark. I'd like to leave you with a few key takeaways on Slide 13. We will continue to work with our expert advisers, including Healthy Sail Panel and the CDC to refine our science-backed plans for a safer and healthy return to cruise to protect our guests, crew and communities we visit.

We continue to observe strong demand for cruising across all source markets, deployments and brands in both the medium and longer term. And lastly, we are focused on the initial resumption of voyages in the U.S. in a gradual phased relaunch worldwide as we work in partnership with authorities around the globe.

With that, Crystal, please open the call up for questions..

. Our first question comes from Felicia Hendrix from Barclays..

I have so many, more than one question, but I will follow the rule.

So Mark, considering that you kind of ended your prepared comments on your cash flow liquidity and your plans in terms of your long-term financial recovery plan, I did have to ask that given that you could continue that cash outflows longer than you initially anticipated -- and you guys read that out a lot on the call, and acknowledging that your liquidity runway takes you well into next year, just wondering how you're thinking about accessing the capital markets for further liquidity.

Your competitors have recently tapped the markets, so just wondering your thoughts there..

Thanks, Felicia. We continue to look and have the ability to access the capital markets should we need to. As we've said in the past, we believe -- and as we said on this call, we believe we have a very solid runway with just almost $2.5 billion of cash on the balance sheet.

So as we look forward, we will be -- we will look at it on an opportunistic basis. But given -- like I've said in my prepared remarks, we've raised almost $4 billion this year so far, or almost $5 billion of incremental cash when you include the drawdowns of the revolver. So we have the ability. We're constantly looking at it, but we're not in a rush.

We're going to do it on an as-needed and on an opportunistic basis..

And can you just remind us what your balance sheet looks like just in terms of raising further debt? And do you think something like an ATM structure would be more attractive under these circumstances?.

Yes. When you look at our raises to date, roughly half of it, roughly $2.5 billion has been via debt. So we've obviously encumbered the balance sheet pretty heavily. So looking forward, it would not be our desire to -- necessarily our first desire to issue any incremental debt.

We do not have the ability to offer any material secured debt as we are at our limits on our negative covenants. However, there could be opportunities to issue unsecured debt.

But most likely, we are looking at -- if we go down that path, it would be some sort of equity-type transaction, whether it be an ATM, similar to whatever competitors have done or any further exchangeable type or common equity..

Our next question comes from Brandt Montour from JPMorgan..

So I hate to ask such a short-term question, but obviously there's a lot of exciting headlines in the cruise world out there over the last couple of weeks. So I was just curious regarding bookings that you guys were seeing, we were all sort of expecting some type of positive inflection when the CDC finally lifted its No Sail Order.

Wondering what you saw when that order was converted to the Conditional Sailing Order? And then if I may, I know it's only been a day since the vaccine news. But if you've seen any type of positive uptick in bookings data over the last 24 hours..

It's Frank. So bookings in the last 24 hours yesterday were pretty good, better than the previous 4 or 5 Mondays. And that's, I think, attributable to the vaccine news. We did not have any particular promotion or did any outsized marketing. So I do think that, that was a positive news.

Contrary to when the Conditional Sail Order was issued, it was issued late on a Friday. Bookings are typically weak on over the weekend. We didn't see much of an uptick, much of anything given the CDC news. Most consumers, I don't think, follow that level of detail of what happens at the CDC level vis-à-vis the cruise industry.

But the vaccine is something that is -- made huge news. Stock market hit an all-time high. So it was front and center on all consumers' minds..

Got it. Frank, that's great color. And then I wanted to ask a quick question about the medium and long term financial recovery plan. Number one, rebuilding margins.

I was wondering if you'd give any thought into what the potential sort of margin differential would you be looking out a couple of years when, let's say, your top line is back to 2019 levels. If you have given any thought on what that -- how much better the margin, normalized margins could be in that scenario..

Well, as you know, we did have industry-leading margins. We were very happy with our margins. Today, we have no margins. So it's not like we have to rebuild from where we are, we just want to get back to where we were.

And I believe that going forward, we're going to have, as Mark mentioned, 9 new vessels that are going to be high-yielding, very cash accretive joining our fleet over the next few years. That's going to help margins. And I think we all have learned, through this pandemic, ways to control costs better.

We are amazed that we do as well as we do booking-wise with little or no advertising and marketing and very little support from the travel agency communities. So we think there may be opportunities on the costs side. But primarily, we are a revenue-driven, marketing-driven company.

We win the game given our size, not because we're the best at controlling costs given our limited scale, but we're the best at generating the highest ticket yields in the industry by a very wide margin, the highest onboard revenue yields by even a wider margin.

And we think that will continue and grow as we bring on these 9 incredible ships that we have on order..

Our next question comes from Steve Wieczynski from Stifel..

So Frank, in the past, you've indicated it could take 5 to 6 months before your full fleet would -- potentially could get mobilized.

And I'm guessing the question is based on what you know today or what you know now, is that still a pretty fair range? And then the second part of that question would be maybe help us think about when you would potentially see a full recovery, meaning kind of getting back to that 2019 EBITDA level.

You've been helpful in the past kind of walking us through that..

Look, it's still very fuzzy, very fluid. We don't have a single ship operating, so this is very speculative, Steve. In terms of how long it's going to take to get the full fleet up and going, my best sense today, given all the uncertainties that we still have to work out with the CDC and when we can start, is 6 to 9 months.

Broadly speaking, I look at 2021 as a transition year. I believe that we will be able to have our entire fleet up and running sometime in the latter half of '21, so that 2022 becomes the first full year since 2019 that we can operate the entire fleet for the full year. '22 is the road to normalization. And then '23 forward is normalization.

So a lot of questions still to be answered. We still have travel restrictions around the world, travel bans in some cases. Airlines have got to get back up and running. Ports have got to open. But let's look at just what's happened in the last 2 weeks, 1.5 weeks. We have the framework from the CDC. That was step one.

We are very encouraged by the CDC's willingness to sit down and discuss the issues that we see with the order with us. We think that's going to start very, very soon, and that's just a great positive note. We've seen the vaccine.

And although it's going to take some time for the vaccine to find its way throughout the populations of the world, it's what we've been hoping for, and my guess is that the Pfizer vaccine may be the first out of the gate, but they won't be the only one.

And just this morning, the breakthrough therapeutic from Eli Lilly is certainly a very positive step. We've seen incredible leaps in progress in the technology of testing. So we now have some wind to our back. We've got that flywheel going a little bit.

And so my -- the encouragement, the excitement level is -- hasn't been this high in a long, long time. So we're encouraged, but still a lot of obstacles to overcome. We're prepared. We've got the liquidity. We've got the know-how. We've got the history behind us. We're going to get over this..

And Steve, to add on that, this is not a race. We are cognizant, we said we are going to take our time. We want to instill confidence in the consumers. We want to instill confidence in all the constituents with our brand. So you only get one shot to do that right.

So we're going to take it on a methodical approach and do it right because again you have one shot to do it..

Yes..

Okay, guys. And Mark, can I ask one more quick one? That -- the $175 million you called out in the fourth quarter in terms of cash burn, does -- and I understand that's upticking mostly because of interest.

But are there any costs embedded in there in terms of getting some of your crew back in place for these test cruises? Or if that doesn't, can you help us think about maybe what that cash burn does start to look like over the next couple of months as you do start to get folks and ships back in position?.

The $175 million for Q4 is really on a like-for-like basis, just to give you a comparison of how that stacks up against Q3. And again, the differential is really just the timing of cash interest. So no, the $175 million does not include any material start-up costs that we may incur.

But given where we are today and given the lead time in which we think we need to stand up vessels, there could be some more -- slightly higher costs that come through in Q4 certainly. But I don't anticipate that it would be material. At the end of the day, your first and largest cost is really repatriating your crew.

And fortunately, we have ships to do that right now, so it doesn't really cost us an incremental lot of dollars to do that. So that's first and foremost. All the other related start-up costs are going to happen closer into your actual start-up, with the exception of marketing.

So yes, there may be some slightly higher, but I don't anticipate that it will be materially different..

Our next question comes from Vince Ciepiel from Cleveland Research..

I wanted to talk a little bit more on the future cruise credits. I think in August, you were seeing something like a little under half of those canceled cruisers taking the FCCs. Not sure if you mentioned that updated number and what you've been seeing recently.

And then the second part of that is I think you alluded to half of FCCs still being outstanding, which represents a really nice base of pent-up demand that you've already spent kind of the marketing dollars on.

As you think about that group of customers booking for next year, booking for 2022, can the pricing on the overall booked position continue to hold at what's really impressive at flat as more of those FCCs come into the mix?.

Yes. So Vince, this is Mark. Thanks. On your first question in terms of the refund rate, yes, it has been hovering slightly in the mid-50s, and that was really as a result of the refund pressure that we incurred in the early part of the pandemic.

But when you look at the last 3 months or so of canceled voyages, that average rate has gone down significantly, somewhere in the 30 to mid-30 percentile range. So again, it's broadly overall. So that's been -- that again shows confidence from our existing consumers.

And you're absolutely right, when you look at it on a go-forward basis, we do have a nice book of business inherently on the books from those FCC customers. So what that's going to allow us to do is that allows us, number one, to leverage our cost base. We don't have to remarket to those.

When we do remarket to them, we're going to certainly try and see if we can upgrade those customers. And what we're finding, and I think I've said this in the past, is those customers inherently have a 25% bonus on their hands today. So what we're finding is that when they rebook, they're actually upgrading over and above the 25% incremental.

So that's been beneficial to us as well, so certainly I think that's going to help pricing. We've always said that we want to maintain price discipline. We are maintaining it, and we can see that in our booking patterns and our pricing commentary..

Yes. Vince, note that we said in my prepared statements that a little over half of all FCCs issued to date have been redeemed. So of all the FCCs that we've issued, they represent about 15% of annual capacity. So that means that 7.5% of annual capacity has already been redeemed. It's not insignificant, but not material.

And we've seen that pricing for '21 and '22 is flat to slightly higher than it was prior to the pandemic for like-for-like periods. So the bottom line is the FCC redemption has had zero effect on pricing. We're maintaining pricing for new bookings. And since people have the 25% bonus, should we raise prices, it's still a great deal for them.

So bottom line is FCCs are not going to be affecting future pricing decisions..

Our next question comes from Jaime Katz from Morningstar..

I'm curious if you guys have any noteworthy trends you can share from the 40% of the consumers that are not repeat cruisers to the brand. So I think on one of the slides, it said 60% were loyal repeat cruisers.

Are you seeing any differences in behavior on booking trends or anything like that, that would be helpful to us?.

No, nothing that we've discerned. Marketing is being done more online than digitally than we would normally do because, again, of wanting to preserve cash and the fact that travel agents are not as active as they normally do. So we find, and this is one of the potential areas of future cost savings, is that digital marketing is a real venue.

And it's not just kids buying things on Amazon or on Instagram. People are buying cruises worth thousands and thousands of dollars online. And we think that's a trend that the pandemic might have accelerated, the whole Zoom world. So we think that's a positive on a net-net basis.

And we'll continue to manage our business and manage our workforce and devote resources to this kind of digital transformation that we find ourselves in..

Okay. And then just out of curiosity, I know the original restart duration was for 6 months when you guys were estimating it, and that went from 6 to 9 months. I assume that's more about logistics and not about anything structural that's stretching that time period out.

Is that right?.

Yes, it's logistics. It's the prevalence of the disease around the world. It's seasonal. If ship number 25 is ready to go in September 1 and she normally would have been in Alaska, maybe we don't bring her up on September 1 because the season is almost over and it would be penny-wise, pound-foolish to stand her up then and there.

And maybe we wait until the following month when she normally would have been in the Caribbean. So those types of positionings and deployments, considerations like that are important..

Our next question comes from Thomas Allen from Morgan Stanley..

So just a clarification on back to sailing.

When do you expect to start the trial sailings? And how long do you expect the trials to take? And then should it take 6 to 9 months after that to get all the ships sailing? And kind of a follow-up question, at what point in there do you see free cash or EBITDA breakeven?.

You've overstepped your boundary of one question, Thomas, but we'll do our best to remember..

I hope I don't get in trouble..

The question police won't get you. Look, we have a lot of questions to sit down with the CDC to work out. But if you just read literally the order and the sequence that we need to get a vessel ready to start the sailings, we think those sailings could start as early as early January. As Mark said, this is not a race for us.

We want to get this 100% right. We're stressing flawless execution. There's still a lot to learn about the order and the nuances of how to execute those orders, how to implement the 74 recommendations seamlessly along with the framework that the CDC has laid out. And those are complex issues, what kind of testing, how often do we test, et cetera.

So don't pin me down to an exact date, but I would tell you that there's a chance that maybe some companies can start these trial cruises in December. We don't forecast that we will be wanting to do so until probably sometime in January.

And then there's another series of sequence that the CDC has called for in terms of giving notice and getting the ship certified on a ship-by-ship basis, the audits they'd have to go through.

And so we're very reluctant to give you a date of when the first trial sailing begins because your next question is going to be, "Well then when is your first revenue sailing going to begin?" And we simply don't know at this early stage when that is.

In terms of when do we return to EBITDA breakeven or cash breakeven on a ship-by-ship basis, we have said that given where our pricing is, which is historical levels, we believe that number on a ship-by-ship basis is somewhere between 40% to 50% depending on the ship, the size of vessel and so forth.

On a corporate level, I would be very hesitant, so hesitant that I'm not going to answer the question as to when we would be, corporate-wise, EBITDA breakeven or even cash breakeven. It's going to take some time..

And just to further elaborate on that, if you look at our working capital change over from Q2 to Q3, it's essentially -- we essentially flattened it out excluding our normal ongoing operating expenses. So we are making progress there. And it's just going to take time.

It's going to be a matter of what load factor capacities we roll out, how quick the ships are rolling out. So it's tough to give you an answer to say we're going to be cash flow positive on x date. There's so many variables involved. But I can assure you that we are going to ramp up our costs on an as-needed basis.

We will be very disciplined about it, as I said in my prepared remarks. But we will spend the dollars where we need to, to protect price and drive demand, which is what we always do..

And our next question comes from Paul Golding from Macquarie..

Appreciate the detail, as always. For either Mark or Frank, I was wondering in the table that you have around pro forma liquidity, you have that $300 million cash health and safety initiatives component. I was wondering if you could give any detail around how much that covers the fleet or how long that's supposed to be good for.

Is that just for an initial restart? Any color around that? And then I have a follow-up..

Yes. That $300 million obviously is an estimate. And when you look at it on a go-forward basis, what we really were trying to do is give the market color on some of the funds that we're carving out.

So in the past, I think we've said we -- in the past couple of calls, we've estimated that we think we need $100 million to $150 million of investments to make the ships safer under the new standards. That's going to be spent over time. It's not all going to be spent in the fourth quarter or the first quarter.

It's going to come out over time, over the next few quarters. So that's not going to be an immediate outflow, but it's an estimate.

As you can imagine, as the framework has been issued and as we continue to assess the more intricate technical guidelines around that framework, that enables us to then determine what needs we have on the back end for investment purposes.

So again, we just wanted to be cognizant that we were carving out a significant amount of funds related to that to cover ourselves..

Got it. So not implying that it's payable or going to be spent immediately once there's some sort of resumption..

You can think about that, but that outflow would probably happen over the course of 2 to 3 quarters..

Got it. That's super helpful. And then the follow-up I had around basically liquidity again would be -- we saw the Regent 2023 World Cruise go up, and you've got that far out booking available. I was wondering how you're considering pricing versus far out bookings now for the other brands from a liquidity shoring perspective..

Our pricing strategy has not changed. As you know if you go back to the last 4 or 5 years, on average, we're able to raise our ticket yields in the 3% to 4% range. We want to continue that trend.

We think that the combination of pent-up demand in the marketplace, our industry-leading brands, less capacity in the marketplace, the new ships that are coming online for us, if you recall, we had so many underpenetrated markets or markets where we simply didn't have a presence because we don't -- we only have 28 ships.

We long for our vessels, newer vessels to come online, and we think that will help the overall yield growth profile of our company..

And Paul, the remarks around the Regent and Oceania bookings, I think that was more of us signaling more around the demand, that there is solid demand out there and there's pent-up demand.

From a liquidity standpoint, if you think about it, that really doesn't impact us or benefit us in the near term, as yes we do get deposits, initial deposits from that. But the bulk of those funds don't come in until roughly anywhere, on average, 120 to depending -- it could be 180 days on a world voyager or more.

But again, there's got -- going to be a significant near-term liquidity benefit from that..

Is there a general rule that you're comfortable with sharing as far as how much is of the deposit base is nonrefundable at this point?.

Well, yes, it's fully refundable. We don't -- at this point in time, we don't have nonrefundable fares. So it is fully refundable up until, again depending on the voyage, anywhere from 120 to -- could be 180 days or more for a world voyage..

Our next question comes from Ben Chaiken from Crédit Suisse..

With regards to the CDC no sail update, the way I read it, I guess the -- I think the dates for ship approval simulated testing and then revenue sailings all kind of run on a sequential time line. I think it's 30 days for the simulator and then 60 days for the revenue sailing.

That's number one, is that correct? And then two, is there any opportunity or wiggle room that, that process could be changed to run concurrently, I guess?.

Yes, not all those periods and notice periods are sequential. We think they are concurrent. And those are some of the clarification questions that we have that we will be discussing with the CDC in coming weeks..

Our next question comes from Ivan Feinseth from Tigress Financial Partners..

What are your thoughts on developing more private islands and like creating more of a controlled destination environment and building on -- let's say, you just said -- once said if you had a hotel on Great Stirrup Cay, it would be one of the world-class destinations in the Caribbean and creating -- shifting to something like that?.

Yes, I still stand by those comments. Ivan, as you know, we're the only cruise company that actually has a private island private destination in the Western Caribbean. A lot of folks have it in the Bahamas area, as we do at Great Stirrup of where we've made significant investments in making it an upscale destination, as you mentioned.

And we're very, very proud, very happy. It doesn't get the fanfare that the Bahamian Islands get. Maybe that's our fault. But great -- excuse me, Harvest Caye in Belize is just a wonderful destination.

And we think that because of the pandemic, over time, the new vessels coming online, that it will be more utilized than it has been in the past as we position vessels around the southern part of the country that can reach Belize and back in 7 days or so. So we're very happy with those 2 islands.

You take what we're doing in Alaska, where we have made major investments in real estate development in Ketchikan with Ward Cove, the land we bought in Juneau.

So we now have -- besides the investment we've made in Seattle at the port there, we are really, really in good shape in leading the industry in controlling the destinations that we need so that we can deploy even more vessels to Alaska. Real estate is expensive, and it takes a lot of money to develop real estate.

I think that around the world, I'd love to have a private island in the Mediterranean. Let me know if you know any for sale. I don't think there are. But we're very happy with what we've got today, one in the Bahamas, one in Western Caribbean, our Alaska investment.

The situation we have in Hawaii with our private American vessel and the fact that it's the only American flag vessel that can cruise in Hawaii, gives us even more flexibility there. So we are very -- we're very happy with our land-based offerings. And we'll keep an eye out in case there's other available.

But for the time being, we're very pleased with what we got. .

But do you think that....

Yes, go ahead, Ivan. I'm sorry..

Consumers, let's say, because you could create a controlled environment once people are onboard, let's say, in Miami, and been tested and then they go to your island for example, they're still in this contained environment that you control. So at some point if that could be -- I mean that, I believe, would be a good vacation.

And marketing that as being, "I would like to have a nice vacation, but have limited outside exposure.".

Certainly, the bubble that we're trying to create onboard can be created in private islands. But remember that what we're going through now is not what we're going to go through forever. And I don't want to make long-term investments, long-term decisions in order to fix a short-term problem.

But we've seen that our customers like these private destinations. They're controlled. Forget about the health and safety part of it, they're controlled just from an experience point of view. And I'm glad I've got two of them. So -- but I do think that -- look, the pandemic won't last forever. We will return to normalcy.

People do like variety in itineraries. People do like itinerary-rich -- or port-intensive itineraries. And we're hoping that -- and our plan is to continue to offer that. Thanks, Ivan..

And our last question comes from Stephen Grambling from Goldman Sachs..

Thanks for sneaking me in. This is a bit of a multi-parter follow-up for Mark. But can you maybe help us think about free cash flow sensitivities to different occupancy levels? And then just touch on kind of intermediate-term target net debt to EBITDA levels.

And also how the long-term kind of pre-COVID targets of 2.5 to 2.75x has maybe changed or not changed in the longer term..

Yes, yes. Look, obviously we're targeting to get back to our reduced net leverage levels. That's going to take time, and there's a lot of variables in between there. But we're focused on that. In terms of sensitivities on the cash flows and load factors, again we've said generally a ship breaks even roughly at 40% to 50%.

So if you take that, that can kind of give you your free cash flow sensitivity from there. And the second part, I apologize, I got lost on your second part of the question..

It was more on the leverage levels, just thinking through if there's like an intermediate-term target that you might be thinking about to get ahead of some of that order book..

Yes, to lower, to lower it as soon as we can. I mean number one, we need earnings and we need visibility on the industry.

So our number one -- one of our top priorities as we emerge from this is going to be figuring out how do we delever and finding financial flexibility in the markets to possibly refinance some of our debt, or again, balance sheet management. So that's front and center, but we have to emerge out of this first..

Thank you, Steve. And thanks, everyone, for your time and support, your patience during our third distanced earnings call. As always, we'll be available to answer your questions later on today. Stay safe. Bye-bye..

This concludes today's conference call. You may now disconnect. Everyone, have a great day..