Norwegian Cruise Line Holdings Ltd. · NYSE:NCLH
Norwegian Cruise Line — Proxy Contest (June 2018)
16 slides from Norwegian Cruise Line's proxy contest presentation, Jun 12, 2018
Slide 1: Shareholder Engagement 2018
SHAREHOLDER ENGAGEMENT 2018 1
Slide 2: Forward-looking statements
Certain statements in this presentation constitute 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 h
Slide 3: Another Year of Record Financial Results
5.1x 4.3x 3.7x 2015 2016 2017 ANOTHER YEAR OF RECORD FINANCIAL RESULTS 3 14.7 16.4 17.4 2015 2016 2017 $2.88 $3.41 $3.96 2015 2016 2017 Capacity Days (M) Adjusted EPS Net Leverage $ 4.3 $ 4.9 $ 5.4 2015 2016 2017 12% CAGR Gross Revenue ($B) $1.2 $1.4 $1.7 2015 2016 2017 16% CAGR Adjusted EBITDA ($B)
Slide 4: Shareholder Engagement and Responsive Actions
SHAREHOLDER ENGAGEMENT AND RESPONSIVE ACTIONS Shareholder Engagement 2016 - 2018 • Multi - year, active shareholder outreach and engagement to better understand shareholders’ viewpoints. • Met with a significant number of our largest shareholders (in addition to our sponsors). • Feedback from meetin
Slide 5: 2017 Executive Compensation Program Overview
2017 EXECUTIVE COMPENSATION PROGRAM OVERVIEW Our executive compensation program is designed to attract and retain executive officers with the requisite skills and experie nce to help us achieve our business objectives, motivate our executive officers to achieve our short - term and long - term busin
Slide 6: Dramatic Change in Environment from 2015-2017
DRAMATIC CHANGE IN ENVIRONMENT FROM 2015 - 2017 The targets for our CEO’s equity award in August 2015 were meant to be aggressive and rigorous… 2017: $5.03 2018: $6.30 2018: 13.3% to 14.3% $100/share Adjusted EPS Targets Adjusted ROIC Target Share Appreciation Target 2017A: $3.96 2018E: $4.55 - $4.7
Slide 7: Rationale for 2017 CEO Performance Equity Award
RATIONALE FOR 2017 CEO PERFORMANCE EQUITY AWARD The August 2015 equity award was no longer providing appropriate performance or retention incentives as a result of unrealist ic performance goals and the Committee determined it was critical to grant a new competitive award. The new award is intended
Slide 8: Compensation & Governance Best Practices
COMPENSATION & GOVERNANCE BEST PRACTICES Compensation x No executives have tax “gross - up” provisions x Annual cash bonuses earned based on pre - established targets for entity - wide financial performance x Pay for performance = no payment of annual cash bonuses in 2016 x At least 60% of our Presi
Slide 9: Board Commitment to Diversity and Refreshment
BOARD COMMITMENT TO DIVERSITY AND REFRESHMENT Board Diversity Snapshot 9 Recently Added Independent Directors Mary E. Landry • Former Rear Admiral of the United States Coast Guard and former Special Assistant to the President on the White House National Security Council. • Brings significant experie
Slide 10: Appendix: Non-GAAP Financial Measures & Reconciliations
Appendix: Non - GAAP Financial Measures & Reconciliations 10
Slide 11: Information About Non-GAAP Financial Measures
INFORMATION ABOUT NON - GAAP FINANCIAL MEASURES 11 “ Adjusted EBITDA ” is a non - GAAP financial measure that is defined as earnings before interest, taxes, and depreciation and amortization (EBITDA), adjusted for other income (expense), net and other supplemental adjustments . Please see slide 12 f
Slide 12: Adjusted EBITDA Reconciliation
2015 2016 2017 Net income 427,137$ 633,085$ 759,872$ Interest expense, net 221,909 276,859 267,804 Income tax expense 6,772 7,218 10,742 Depreciation and amortization expense 432,114 432,495 509,957 EBITDA 1,087,932 1,349,657 1,548,375 Other expense, net (1) 46,668 8,302 10,401 Non-cash deferred com
Slide 13: Adjusted EPS Reconciliation
Adjusted EPS was calculated as follows (in thousands, except share and per share data): Year Ended December 31, 2015 2016 2017 Net income $ 427,137 $ 633,085 $ 759,872 Non - GAAP Adjustments: Non - cash deferred compensation (1) 10,154 3,167 3,292 Non - cash share - based compensation (2) 42,384 66,
Slide 14: Non-GAAP Reconciliation (Net Leverage)
Net Leverage was calculated as follows (in thousands) (1) See the reconciliation of Net Income to Adjusted EBITDA on slide 12 presented herein. Year Ended December 31, 2015 2016 2017 Long - term debt, net of current portion $ 5,767,697 $ 5,838,494 $ 5,688,392 Current portion of long - term 629,840 5
Slide 15: Non-GAAP Reconciliation (Adjusted ROIC)
Adjusted Return on Invested Capital (Adjusted ROIC) was calculated as follows (in thousands) (1) See the reconciliation of Net Income to Adjusted EBITDA on slide 12 presented herein. (2) Calculation consists of a four quarter average of long - term debt and shareholder’s equity. Year Ended December
Slide 16: Shareholder Engagement 2018
SHAREHOLDER ENGAGEMENT 2018 16
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