Market Newsdesk

Full Year 2024 Highlights

¹

• Revenues of $860.2 million
• Net Loss of $(110.3) million, a net loss margin of (12.8)%, includes $130.5 million of expenses incurred related to the acquisition of Sterling Check Corp. (“Sterling”)
• Adjusted Net Income of $123.7 million
• Adjusted EBITDA of $249.3 million; Adjusted EBITDA Margin of 29.0%
• GAAP Diluted Net Loss Per Share of $(0.74), includes $0.66 per share of expenses incurred related to the Sterling acquisition
• Adjusted Diluted Earnings Per Share of $0.82
• Cash Flows from Operations of $28.2 million; Adjusted Operating Cash Flows of $164.5 million, after adjusting for $136.3 million of cash costs directly associated with the Sterling acquisition
• Closed the Sterling acquisition on October 31, 2024, which was first announced on February 29, 2024

Fourth Quarter 2024 Highlights

¹

• Revenues of $307.1 million
• Net Loss of $(100.4) million, a net loss margin of (32.7)%, includes $97.1 million of expenses incurred related to the acquisition of Sterling
• Adjusted Net Income of $30.2 million
• Adjusted EBITDA of $82.9 million; Adjusted EBITDA Margin of 27.0%
• GAAP Diluted Net Loss Per Share of $(0.62), includes $0.43 per share of expenses incurred related to the Sterling acquisition
• Adjusted Diluted Earnings Per Share of $0.18
• Cash Flows from Operations of $(85.7) million; Adjusted Operating Cash Flows of $39.4 million, after adjusting for $125.1 million of cash costs directly associated with the Sterling acquisition

Full Year 2025 Guidance

• Introducing full year 2025 guidance ranges, including the expected benefits of synergies, for Revenues of $1.5 billion to $1.6 billion, Adjusted EBITDA of $410 million to $450 million, Adjusted Net Income of $152 million to $182 million, and Adjusted Diluted Earnings Per Share of $0.86 to $1.03²

ATLANTA, Feb. 27, 2025 (GLOBE NEWSWIRE) — First Advantage Corporation (NASDAQ: FA), a leading global provider of employment background screening, identity, and verification solutions, today announced financial results for the fourth quarter and full year ended December 31, 2024.

Key Financials

(Amounts in millions, except per share data and percentages)

		Three Months Ended December 31,								Year Ended December 31,
		2024				2023				2024				2023
Revenues		$	307.1			$	202.6			$	860.2			$	763.8
(Loss) income from operations		$	(80.7	)		$	29.4			$	(62.4	)		$	81.5
Net (loss) income		$	(100.4	)		$	14.8			$	(110.3	)		$	37.3
Net (loss) income margin			(32.7	)%			7.3	%			(12.8	)%			4.9	%
Diluted net (loss) income per share		$	(0.62	)		$	0.10			$	(0.74	)		$	0.26
Adjusted EBITDA1		$	82.9			$	68.2			$	249.3			$	237.6
Adjusted EBITDA Margin1			27.0	%			33.7	%			29.0	%			31.1	%
Adjusted Net Income1		$	30.2			$	42.6			$	123.7			$	145.8
Adjusted Diluted Earnings Per Share1		$	0.18			$	0.29			$	0.82			$	1.00

^{1 Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, and Adjusted Operating Cash Flow are non-GAAP measures. Please see the schedules accompanying this earnings release for a reconciliation of these measures to their most directly comparable respective GAAP measures.}

“2024 was a milestone year for First Advantage as we advanced our strategy with the transformational acquisition of Sterling,” said Scott Staples, Chief Executive Officer. “We are progressing well on our integration efforts, actioning and realizing our synergy targets, and accelerating our strategic execution, all while enabling a seamless experience for customers. We have already actioned $20 million in run rate cost synergies, and we are pleased to announce that we have updated our run rate synergy target range from $50 million to $70 million previously to $60 million to $70 million. Alongside our efforts on the transaction, we have been refining our updated strategy that prioritizes growth and innovation of our business through new technologies, AI, and product initiatives.”

“For the full year and fourth quarter of 2024, we delivered solid results amid an uncertain macroeconomic environment. Considering the pre-acquisition results from Sterling, the combined company generated approximately $1.51 billion of revenues and nearly $397 million of Adjusted EBITDA in 2024. The combination of upsell, cross-sell, and new logo growth rates for the year for both First Advantage and Sterling performed in line with the respective historical revenue growth algorithms, and our team continued to demonstrate outstanding execution with important new logo and upsell bookings,” Staples concluded.

Full Year 2025 Guidance

“We are introducing our full year 2025 guidance, which includes our increased scale with the acquisition of Sterling and the expected benefits of synergies,” commented Steven Marks, Chief Financial Officer. “Our full year 2025 guidance ranges reflect the realization of synergies already actioned or expected to be actioned in 2025, our prudent posture towards growth in 2025 due in part to our expectation that base will remain a headwind through the middle of the year as we fully lap prior year base declines, and our latest view of the macroeconomic environment and labor market. In the year ahead, we plan to maintain our product and customer focus while continuing the integration process, maintaining customer continuity, actioning synergies, and reducing net leverage.”

The following table summarizes our full year 2025 guidance.

	As of February 27, 2025
Revenues	$1.5 billion – $1.6 billion
Adjusted EBITDA2	$410 million – $450 million
Adjusted Net Income2	$152 million – $182 million
Adjusted Diluted Earnings Per Share2	$0.86 – $1.03

^{2 A reconciliation of the foregoing guidance for the non-GAAP metrics of Adjusted EBITDA and Adjusted Net Income to GAAP net (loss) income and Adjusted Diluted Earnings Per Share to GAAP diluted net (loss) income per share cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.}

Actual results may differ materially from First Advantage’s full-year 2025 guidance as a result of, among other things, the factors described under “Forward-Looking Statements” below.

Conference Call and Webcast Information

First Advantage will host a conference call to review its fourth quarter and full year 2024 results today, February 27, 2025, at 8:30 a.m. ET.

To participate in the conference call, please dial 800-445-7795 (domestic) or 785-424-1699 (international) approximately ten minutes before the 8:30 a.m. ET start. Please mention to the operator that you are dialing in for the First Advantage fourth quarter and full year 2024 earnings call or provide the conference code FA4Q24. The call will also be webcast live on the Company’s investor relations website at https://investors.fadv.com under the “News & Events” and then “Events & Presentations” section, where related presentation materials will be posted prior to the conference call.

Following the conference call, a replay of the webcast will be available on the Company’s investor relations website, https://investors.fadv.com. Alternatively, the live webcast and subsequent replay will be available at https://event.on24.com/wcc/r/4818015/A54E8C5466B3E71E29525C125548AFA6.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “target,” “guidance,” the negative version of these words, or similar terms and phrases.

These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Such risks and uncertainties include, but are not limited to, the following:

• negative changes in external events beyond our control, including our customers’ onboarding volumes, economic drivers which are sensitive to macroeconomic cycles, such as interest rate volatility and inflation, geopolitical unrest, and uncertainty in financial markets;
• our operations in a highly regulated industry and the fact that we are subject to numerous and evolving laws and regulations, including with respect to personal data, data security, and artificial intelligence;
• inability to identify and successfully implement our growth strategies on a timely basis or at all;
• potential harm to our business, brand, and reputation as a result of security breaches, cyber-attacks, or the mishandling of personal data;
• our reliance on third-party data providers;
• due to the sensitive and privacy-driven nature of our products and solutions, we could face liability and legal or regulatory proceedings, which could be costly and time-consuming to defend and may not be fully covered by insurance;
• our international business exposes us to a number of risks;
• the continued integration of our platforms and solutions with human resource providers such as applicant tracking systems and human capital management systems as well as our relationships with such human resource providers;
• our ability to obtain, maintain, protect and enforce our intellectual property and other proprietary information;
• disruptions, outages, or other errors with our technology and network infrastructure, including our data centers, servers, and third-party cloud and internet providers and our migration to the cloud;
• our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations;
• the failure to realize the expected benefits of our acquisition of Sterling Check Corp.; and
• control by our Sponsor, “Silver Lake” (Silver Lake Group, L.L.C., together with its affiliates, successors, and assignees) and its interests may conflict with ours or those of our stockholders.

For additional information on these and other factors that could cause First Advantage’s actual results to differ materially from expected results, please see our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in our filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which is expected to be filed after this press release, which are or will be accessible on the SEC’s website at www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.

Non-GAAP Financial Information

This press release contains “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, we make use of the non-GAAP financial measures “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Net Income,” “Adjusted Diluted Earnings Per Share,” “Constant Currency Revenues,” “Constant Currency Adjusted EBITDA,” and “Adjusted Operating Cash Flow.”

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Constant Currency Revenues, and Constant Currency Adjusted EBITDA have been presented in this press release as supplemental measures of financial performance that are not required by or presented in accordance with GAAP because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Constant Currency Revenues, and Constant Currency Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Constant Currency Revenues, and Constant Currency Adjusted EBITDA are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or cash provided by (used in) operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP.

We define Adjusted EBITDA as net (loss) income before interest, taxes, depreciation, and amortization, and as further adjusted for loss on extinguishment of debt, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenues. We define Adjusted Net Income for a particular period as net (loss) income before taxes adjusted for debt-related costs, acquisition-related depreciation and amortization, share-based compensation, transaction and acquisition-related charges, integration and restructuring charges, and other non-cash charges, to which we then apply the related effective tax rate. We define Adjusted Diluted Earnings Per Share as Adjusted Net Income divided by adjusted weighted average number of shares outstanding—diluted. We define Constant Currency Revenues as current period revenues translated using prior-year period exchange rates. We define Constant Currency Adjusted EBITDA as current period Adjusted EBITDA translated using prior-year period exchange rates.

Additionally, we use Adjusted Operating Cash Flow to review the liquidity of our operations. We define Adjusted Operating Cash Flow as cash flows from operating activities less cash costs directly associated with the Sterling acquisition. We believe Adjusted Operating Cash Flow is a useful supplemental financial measure for management and investors in assessing the Company’s ability to pursue business opportunities and investments and to service its debt. Adjusted Operating Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities.

For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures, see the reconciliations included at the end of this press release.

The presentations of these measures have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Numerical figures included in the reconciliations have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

About First Advantage

First Advantage (NASDAQ: FA) is a leading global provider of employment background screening, identity, and verification solutions. Enabled by its proprietary technology, First Advantage delivers innovative services and insights that help customers mitigate risk and hire the best talent: employees, contractors, contingent workers, tenants, and drivers. Headquartered in Atlanta, Georgia, First Advantage performs screens in over 200 countries and territories on behalf of its 80,000 customers. For more information about how to hire smarter and onboard faster with First Advantage, visit the Company’s website at https://fadv.com/.

Investor Contact

Stephanie Gorman
Vice President, Investor Relations
[email protected]
(888) 314-9761

Condensed Financial Statements

First Advantage Corporation

Condensed Consolidated Balance Sheets

(Unaudited)

		December 31,
(in thousands, except share and per share amounts)		2024				2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	168,688			$	213,774
Restricted cash			795				138
Accounts receivable (net of allowance for doubtful accounts of $3,832 and $1,036 at December 31, 2024 and 2023, respectively)			266,800				142,690
Prepaid expenses and other current assets			31,041				13,426
Income tax receivable			8,669				3,710
Total current assets			475,993				373,738
Property and equipment, net			307,539				79,441
Goodwill			2,124,528				820,654
Intangible assets, net			987,948				344,014
Deferred tax asset, net			5,682				2,786
Other assets			21,203				10,021
TOTAL ASSETS		$	3,922,893			$	1,630,654
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable		$	120,872			$	47,024
Accrued compensation			52,805				16,379
Accrued liabilities			44,700				16,162
Current portion of long-term debt			21,850				—
Current portion of operating lease liability			4,245				3,354
Income tax payable			1,942				264
Deferred revenues			4,274				1,856
Total current liabilities			250,688				85,039
Long-term debt (net of deferred financing costs of $41,861 and $6,268 at December 31, 2024 and 2023, respectively)			2,121,289				558,456
Deferred tax liability, net			222,738				71,274
Operating lease liability, less current portion			9,149				5,931
Other liabilities			11,990				3,221
Total liabilities			2,615,854				723,921
EQUITY
Common stock – $0.001 par value; 1,000,000,000 shares authorized, 173,171,145 and 145,074,802 shares issued and outstanding as of December 31, 2024 and 2023, respectively			173				145
Additional paid-in-capital			1,504,007				977,290
Accumulated deficit			(159,808	)			(49,545	)
Accumulated other comprehensive loss			(37,333	)			(21,157	)
Total equity			1,307,039				906,733
TOTAL LIABILITIES AND EQUITY		$	3,922,893			$	1,630,654

First Advantage Corporation

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

(Unaudited)

		Interim Periods								Annual Periods
(in thousands, except share and per share amounts)		Three Months Ended December 31, 2024				Three Months Ended December 31, 2023				Year Ended December 31, 2024				Year Ended December 31, 2023
REVENUES		$	307,124			$	202,562			$	860,205			$	763,761
OPERATING EXPENSES:
Cost of services (exclusive of depreciation and amortization below)			168,492				101,309				448,911				386,777
Product and technology expense			24,765				10,889				63,817				49,263
Selling, general, and administrative expense			138,590				27,851				263,942				116,732
Depreciation and amortization			55,951				33,132				145,919				129,473
Total operating expenses			387,798				173,181				922,589				682,245
(LOSS) INCOME FROM OPERATIONS			(80,674	)			29,381				(62,384	)			81,516
OTHER EXPENSE, NET:
Interest expense, net			23,734				12,915				51,848				33,040
Loss on extinguishment of debt			383				—				383				—
Total other expense, net			24,117				12,915				52,231				33,040
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES			(104,791	)			16,466				(114,615	)			48,476
(Benefit) provision for income taxes			(4,425	)			1,653				(4,342	)			11,183
NET (LOSS) INCOME		$	(100,366	)		$	14,813			$	(110,273	)		$	37,293
Foreign currency translation (loss) income			(18,636	)			1,697				(16,176	)			1,174
COMPREHENSIVE (LOSS) INCOME		$	(119,002	)		$	16,510			$	(126,449	)		$	38,467
NET (LOSS) INCOME		$	(100,366	)		$	14,813			$	(110,273	)		$	37,293
Basic net (loss) income per share		$	(0.62	)		$	0.10			$	(0.74	)		$	0.26
Diluted net (loss) income per share		$	(0.62	)		$	0.10			$	(0.74	)		$	0.26
Weighted average number of shares outstanding – basic			162,774,306				143,167,422				148,582,226				144,083,808
Weighted average number of shares outstanding – diluted			162,774,306				144,969,753				148,582,226				146,226,096

First Advantage Corporation

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		December 31,
(in thousands)		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income		$	(110,273	)		$	37,293
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization			145,919				129,473
Loss on extinguishment of debt			383				—
Amortization of deferred financing costs			2,619				1,807
Bad debt expense (recovery)			158				(56	)
Deferred taxes			(31,418	)			(19,497	)
Share-based compensation			31,762				15,265
Loss on foreign currency exchange rates			—				8
(Gain) loss on disposal of fixed assets and impairment of ROU assets			(275	)			1,608
Change in fair value of interest rate swaps			(10,511	)			116
Changes in operating assets and liabilities:
Accounts receivable			20,775				2,339
Prepaid expenses and other assets			(1,908	)			13,440
Accounts payable			(25,450	)			(8,503	)
Accrued compensation and accrued liabilities			7,176				(9,301	)
Deferred revenues			762				788
Operating lease liabilities			(883	)			(1,378	)
Other liabilities			(961	)			347
Income taxes receivable and payable, net			321				(929	)
Net cash provided by operating activities			28,196				162,820
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired			(1,619,812	)			(41,122	)
Purchases of property and equipment			(1,720	)			(2,085	)
Capitalized software development costs			(30,545	)			(25,614	)
Other investing activities			89				1,974
Net cash used in investing activities			(1,651,988	)			(66,847	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from First Lien Credit Facility			1,679,093				—
Repayments of First Lien Credit Facility			(59,200	)			—
Payments of debt issuance costs			(38,212	)			—
Proceeds from issuance of common stock under share-based compensation plans			14,653				4,565
Net settlement of share-based compensation plan awards			(14,305	)			(350	)
Payments on deferred purchase agreements			(703	)			(938	)
Cash dividends paid			(255	)			(217,739	)
Share repurchases			—				(58,990	)
Payments on finance lease obligations			(6	)			(104	)
Net cash provided by (used in) financing activities			1,581,065				(273,556	)
Effect of exchange rate on cash, cash equivalents, and restricted cash			(1,702	)			(301	)
(Decrease) increase in cash, cash equivalents, and restricted cash			(44,429	)			(177,884	)
Cash, cash equivalents, and restricted cash at beginning of period			213,912				391,796
Cash, cash equivalents, and restricted cash at end of period		$	169,483			$	213,912
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes, net of refunds received		$	23,388			$	31,623
Cash paid for interest		$	65,767			$	45,697
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired on account		$	539			$	118
Non-cash property and equipment additions		$	540			$	—
Excise taxes on share repurchases incurred but not paid		$	—			$	490
Dividends declared but not paid		$	—			$	614

Reconciliation of Consolidated Non-GAAP Financial Measures

		Three Months Ended December 31, 2024
(in thousands)		First Advantage Americas				First Advantage International				Sterling				Eliminations				Total revenues
Revenues, as reported (GAAP)		$	172,349			$	24,020			$	113,068			$	(2,313	)		$	307,124
Foreign currency translation impact (a)			126				(415	)			—				22				(267	)
Constant currency revenues		$	172,475			$	23,605			$	113,068			$	(2,291	)		$	306,857

		Year Ended December 31, 2024
(in thousands)		First Advantage Americas				First Advantage International				Sterling				Eliminations				Total revenues
Revenues, as reported (GAAP)		$	658,758			$	96,854			$	113,068			$	(8,475	)		$	860,205
Foreign currency translation impact (a)			165				(663	)			—				64				(434	)
Constant currency revenues		$	658,923			$	96,191			$	113,068			$	(8,411	)		$	859,771

^{(a) Constant currency revenues is calculated by translating current period amounts using prior-year period exchange rates.}

		Interim Periods								Annual Periods
(in thousands)		Three Months Ended December 31, 2024				Three Months Ended December 31, 2023				Year Ended December 31, 2024				Year Ended December 31, 2023
Net (loss) income		$	(100,366	)		$	14,813			$	(110,273	)		$	37,293
Interest expense, net			23,734				12,915				51,848				33,040
(Benefit) provision for income taxes			(4,425	)			1,653				(4,342	)			11,183
Depreciation and amortization			55,951				33,132				145,919				129,473
Loss on extinguishment of debt			383				—				383				—
Share-based compensation(a)			12,459				4,816				31,762				15,265
Transaction and acquisition-related charges(b)			93,151				532				128,234				4,364
Integration, restructuring, and other charges(c)			2,050				373				5,771				6,938
Adjusted EBITDA		$	82,937			$	68,234			$	249,302			$	237,556
Revenues			307,124				202,562				860,205				763,761
Net (loss) income margin			(32.7	)%			7.3	%			(12.8	)%			4.9	%
Adjusted EBITDA Margin			27.0	%			33.7	%			29.0	%			31.1	%
Adjusted EBITDA			82,937								249,302
Foreign currency translation impact(d)			(11	)							59
Constant currency Adjusted EBITDA		$	82,926							$	249,361

1. _{Share-based compensation for the three months ended December 31, 2024 and 2023, includes approximately $3.5 million and $2.6 million, respectively, of incrementally recognized expense associated with the May 2023 vesting modification. Share-based compensation for the years ended December 31, 2024 and 2023, include approximately $13.1 million and $6.6 million, respectively, of incrementally recognized expense associated with the May 2023 vesting modification. Share-based compensation for the three months and year ended December 31, 2024 also includes approximately $2.1 million and $4.2 million, respectively, of incrementally recognized expense associated with the retirements of the Company’s former Chief Financial Officer and former President, Americas.}
2. _{Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Transaction and acquisition related charges for the three months ended December 31, 2024 include approximately $92.3 million of expense associated with the acquisition of Sterling, primarily consisting of $41.2 million of compensation expense attributable to converted Sterling equity awards, of which $38.9 million related to accelerated vesting for employees terminated after the acquisition, $16.5 million in debt refinancing costs, $12.4 million of legal, regulatory, integration, and diligence professional service fees, $10.7 million in post-combination restructuring expenses, $9.5 million in success-based banking fees, and $2.0 million of other one-time transaction charges. Transaction and acquisition related charges for the year ended December 31, 2024 include approximately $125.7 million of expense associated with the acquisition of Sterling, primarily consisting of $41.2 million of compensation expense attributable to converted Sterling equity awards, of which $38.9 million related to accelerated vesting for employees terminated after the acquisition, $45.8 million of legal, regulatory, integration, and diligence professional service fees, $16.5 million in debt refinancing costs, $10.7 million in post-combination restructuring expenses, $9.5 million in success-based banking fees, and $2.0 million of other one-time transaction charges. Also includes incremental professional service fees incurred related to the initial public offering.}
3. _{Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to nonrecurring legal exposures, foreign currency (gains) losses, (gains) losses on the sale of assets, and other non-recurring items.}
4. _{Constant currency Adjusted EBITDA is calculated by translating current period amounts using prior-year period exchange rates.}

Reconciliation of Consolidated Non-GAAP Financial Measures (continued)

		Interim Periods								Annual Periods
(in thousands)		Three Months Ended December 31, 2024				Three Months Ended December 31, 2023				Year Ended December 31, 2024				Year Ended December 31, 2023
Net (loss) income		$	(100,366	)		$	14,813			$	(110,273	)		$	37,293
(Benefit) provision for income taxes			(4,425	)			1,653				(4,342	)			11,183
(Loss) income before provision for income taxes			(104,791	)			16,466				(114,615	)			48,476
Debt-related costs(a)			(6,232	)			5,812				549				12,845
Acquisition-related depreciation and amortization(b)			45,079				26,044				112,966				102,659
Share-based compensation(c)			12,459				4,816				31,762				15,265
Transaction and acquisition-related charges(d)			93,151				532				128,234				4,364
Integration, restructuring, and other charges(e)			2,050				373				5,771				6,938
Adjusted Net Income before income tax effect			41,716				54,043				164,667				190,547
Less: Adjusted income taxes(f)			11,531				11,480				40,953				44,759
Adjusted Net Income		$	30,185			$	42,563			$	123,714			$	145,788

		Interim Periods								Annual Periods
		Three Months Ended December 31, 2024				Three Months Ended December 31, 2023				Year Ended December 31, 2024				Year Ended December 31, 2023
Diluted net (loss) income per share (GAAP)		$	(0.62	)		$	0.10			$	(0.74	)		$	0.26
Adjusted Net Income adjustments per share
(Benefit) provision for income taxes			(0.03	)			0.01				(0.03	)			0.08
Debt-related costs(a)			(0.04	)			0.04				0.00				0.09
Acquisition-related depreciation and amortization(b)			0.27				0.18				0.75				0.70
Share-based compensation(c)			0.08				0.03				0.21				0.10
Transaction and acquisition-related charges(d)			0.56				0.00				0.85				0.03
Integration, restructuring, and other charges(e)			0.02				0.00				0.05				0.05
Adjusted income taxes(f)			(0.07	)			(0.08	)			(0.27	)			(0.31	)
Adjusted Diluted Earnings Per Share (Non-GAAP)		$	0.18			$	0.29			$	0.82			$	1.00
Weighted average number of shares outstanding used in computation of Adjusted Diluted Earnings Per Share:
Weighted average number of shares outstanding—diluted (GAAP)			162,774,306				144,969,753				148,582,226				146,226,096
Options and restricted stock not included in weighted average number of shares outstanding—diluted (GAAP) (using treasury stock method)			3,178,548				—				2,606,405				—
Adjusted weighted average number of shares outstanding—diluted (Non-GAAP)			165,952,854				144,969,753				151,188,631				146,226,096

1. _{Represents the non-cash interest expense related to the amortization of debt issuance costs for the 2021 February and 2024 October refinancing of the Company’s First Lien Credit Facility. This adjustment also includes the impact of the change in fair value of interest rate swaps, which represents the difference between the fair value gains or losses and actual cash payments and receipts on the interest rate swaps.}
2. _{Represents the depreciation and amortization expense related to incremental intangible and developed technology assets recorded due to the application of ASC 805, Business Combinations. As a result, the purchase accounting related depreciation and amortization expense will recur in future periods until the related assets are fully depreciated or amortized, and the related purchase accounting assets may contribute to revenue generation.}
3. _{Share-based compensation for the three months ended December 31, 2024 and 2023, includes approximately $3.5 million and $2.6 million, respectively, of incrementally recognized expense associated with the May 2023 vesting modification. Share-based compensation for the years ended December 31, 2024 and 2023, include approximately $13.1 million and $6.6 million, respectively, of incrementally recognized expense associated with the May 2023 vesting modification. Share-based compensation for the three months and year ended December 31, 2024 also includes approximately $2.1 million and $4.2 million, respectively, of incrementally recognized expense associated with the retirements of the Company’s former Chief Financial Officer and former President, Americas.}
4. _{Represents charges incurred related to acquisitions and similar transactions, primarily consisting of change in control-related costs, professional service fees, and other third-party costs. Transaction and acquisition related charges for the three months ended December 31, 2024 include approximately $92.3 million of expense associated with the acquisition of Sterling, primarily consisting of $41.2 million of compensation expense attributable to converted Sterling equity awards, of which $38.9 million related to accelerated vesting for employees terminated after the acquisition, $16.5 million in debt refinancing costs, $12.4 million of legal, regulatory, integration, and diligence professional service fees, $10.7 million in post-combination restructuring expenses, $9.5 million in success-based banking fees, and $2.0 million of other one-time transaction charges. Transaction and acquisition related charges for the year ended December 31, 2024 include approximately $125.7 million of expense associated with the acquisition of Sterling, primarily consisting of $41.2 million of compensation expense attributable to converted Sterling equity awards, of which $38.9 million related to accelerated vesting for employees terminated after the acquisition, $45.8 million of legal, regulatory, integration, and diligence professional service fees, $16.5 million in debt refinancing costs, $10.7 million in post-combination restructuring expenses, $9.5 million in success-based banking fees, and $2.0 million of other one-time transaction charges. Also includes incremental professional service fees incurred related to the initial public offering.}
5. _{Represents charges from organizational restructuring and integration activities, non-cash, and other charges primarily related to nonrecurring legal exposures, foreign currency (gains) losses, (gains) losses on the sale of assets, and other non-recurring items.}
6. _{Effective tax rates of approximately 27.6% and 21.2% have been used to compute Adjusted Net Income and Adjusted Diluted Earnings Per Share for the three months ended December 31, 2024 and 2023, respectively. Effective tax rates of approximately 24.9% and 23.5%, have been used to compute Adjusted Net Income and Adjusted Diluted Earnings Per Share for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had net operating loss carryforwards of approximately $15.3 million for federal income tax purposes available to reduce future income subject to income taxes. As a result, the amount of actual cash taxes we may pay for federal income taxes differs significantly from the effective income tax rate computed in accordance with GAAP and from the normalized rate shown above.}

		Interim Periods								Annual Periods
(in thousands)		Three Months Ended December 31, 2024				Three Months Ended December 31, 2023				Year Ended December 31, 2024				Year Ended December 31, 2023
Cash flows from operating activities, as reported (GAAP)		$	(85,666	)		$	56,740			$	28,196			$	162,820
Cost paid related to the Sterling acquisition			125,107				—				136,311				—
Adjusted Operating Cash Flow		$	39,441			$	56,740			$	164,507			$	162,820

WAYNE, Pa., Feb. 27, 2025 (GLOBE NEWSWIRE) — Teleflex Incorporated (NYSE:TFX), a leading global provider of medical technologies, today announced it has entered into a definitive agreement to acquire substantially all of the Vascular Intervention business of BIOTRONIK SE & Co. KG for an estimated cash payment on closing of approximately €760 million, less certain adjustments as provided in the purchase agreement including certain working capital not transferring and other customary adjustments. The acquisition is subject to customary closing conditions, including receipt of certain regulatory approvals, and is expected to be completed by the end of the third quarter of 2025.

The acquisition reflects Teleflex’s commitment to investing in the estimated $10 billion interventional cardiology and peripheral vascular market served by the Company’s portfolio post close.^1,2 The acquired business will expand the Teleflex Interventional portfolio to include a broad suite of vascular intervention devices such as drug-coated balloons, drug-eluting stents, covered stents, balloon and self-expanding bare metal stents, and balloon catheters. In 2023, approximately 75% of the acquired revenues were generated by coronary interventions while the remaining approximately 25% were associated with peripheral interventional procedures.³

“We are excited to announce the acquisition of BIOTRONIK’s Vascular Intervention business, which we anticipate will significantly enhance our global presence in the cath lab, expand our suite of innovative technologies, and improve patient care” said Liam Kelly, Chairman, President and Chief Executive Officer of Teleflex. “We believe the acquisition will allow us to position this advanced coronary portfolio alongside our existing Interventional business and establish our global footprint in the fast-growing peripheral intervention market. In particular, the acquired coronary products will be highly complementary to our well-established complex percutaneous coronary intervention (PCI) platform and expand and enhance the legacy Interventional salesforce and offerings by combining existing Teleflex access products with the Vascular Intervention therapeutic devices. The acquired business is rooted in robust research and development, clinical expertise, and global manufacturing capabilities, which we believe will further bolster Teleflex’s innovation pipeline, and position the company to participate in the emerging potential for resorbable scaffold technologies. We believe the acquired business will be a meaningful contributor to our growth in the coming years, diversify our geographic revenue mix with 50% of the acquired revenues generated in EMEA³, and provide additional scale for investment into innovation.”

The acquired Vascular Intervention business consists of a comprehensive and differentiated portfolio for coronary and peripheral interventions performed in the cath lab and interventional radiology suites. In coronary vascular interventions, key products include the Pantera™ Lux™ Drug-Coated Balloon Catheter, the novel PK Papyrus™ Covered Coronary Stent for acute coronary artery perforations, and the Orsiro™ Mission Drug Eluting Stent, an ultrathin drug-eluting stent with differentiated clinical features. For peripheral interventions, the portfolio includes the Passeo™-18 Lux™ Peripheral Drug-Coated Balloon Catheter, Dynetic™-35 Balloon-Expandable Cobalt Chromium Stent, and the Pulsar™-18 T3 Self-Expanding 4F Stent.

The acquisition of the Vascular Intervention business will also allow Teleflex the opportunity to invest in and expand the clinical trial program for BIOTRONIK’s Freesolve™, a sirolimus-eluting Resorbable Metallic Scaffold (RMS) technology, including possible pursuit of the U.S. market. Freesolve™, which received its CE Mark in February 2024, is indicated in CE-mark accepting countries for de novo coronary artery lesions. The combination of temporary scaffolding with drug delivery is anticipated to address the current trend in interventional coronary and endovascular procedures toward leaving behind less permanent hardware. As demonstrated in the BIOMAG-I study, Freesolve™ RMS demonstrated resorption after 12 months, a target lesion failure rate comparable to contemporary drug-eluting stents, and no definite or probable scaffold thrombosis.^4,5 The European pivotal BIOMAG-II study is now enrolling.

Teleflex’s established peer-to-peer education, patient outreach, and clinical platform for its existing Interventional business will be further leveraged by the acquired portfolio of coronary vascular and peripheral vascular intervention devices.

As the interventional cardiology and peripheral intervention markets grow on a global basis, Teleflex anticipates that this acquisition will enhance its offerings to cardiac and peripheral care specialists, while significantly advancing its corporate growth objectives.

Vascular Intervention Acquisition Financial Outlook

The acquired BIOTRONIK products delivered a constant currency revenue CAGR of 5.4% from 2022 to 2024. The acquired products are expected to generate approximately €91 million in revenues in the fourth quarter of 2025. Beginning in 2026, the BIOTRONIK acquisition is expected to deliver constant currency revenue growth of 6% or better.  

Excluding non-recurring purchase accounting items and other acquisition and integration related costs, the transaction is expected to be approximately $0.10 accretive to the Company’s adjusted earnings per share in the first year of ownership from the date of close, and to be increasingly accretive, thereafter.

Teleflex plans to initially finance the acquisition through a new term loan and revolving borrowings under its existing senior credit facility and cash on hand.

Additionally, the Company entered into foreign exchange derivative contracts to economically hedge against the foreign currency exposure associated with the cash consideration needed to complete the acquisition.

Company To Host Conference Call

The Company will host a conference call to discuss its fourth quarter financial results and provide an operational update inclusive of the transaction at 8:00 a.m. ET on Thursday, February 27, 2025. To participate in the conference call, please utilize this link to pre-register and receive the dial-in information. The call can also be accessed through a live audio webcast on the company’s website, teleflex.com.

An audio replay of the call will be available beginning at 11:00 am Eastern Time on February 27, 2025, either on the Teleflex website or by telephone. The call can be accessed by dialing 1 800 770 2030 (U.S. and Canada) or 1 609 800 9909 (all other locations). The conference ID is 69028.

About Teleflex Incorporated

As a global provider of medical technologies, Teleflex is driven by our purpose to improve the health and quality of people’s lives. Through our vision to become the most trusted partner in healthcare, we offer a diverse portfolio with solutions in the therapy areas of anesthesia, emergency medicine, interventional cardiology and radiology, surgical, vascular access, and urology. We believe that the potential of great people, purpose driven innovation, and world-class products can shape the future direction of healthcare.

Teleflex is the home of Arrow™, Barrigel™, Deknatel™, LMA™, Pilling™, QuikClot™, Rüsch™, UroLift™ and Weck™ – trusted brands united by a common sense of purpose.

At Teleflex, we are empowering the future of healthcare. For more information, please visit teleflex.com.

Not all products may be available in all countries. The above-referenced drug-coated devices are not available in the United States and Japan.

References:

1. iData Research. (2023). Global Market Report Suite for Peripheral Vascular Devices: With Impact of COVID-19 (iDATA_GLPV24_MS).
2. iData Research. (2023). Global Market Report Suite for Interventional Cardiology Devices: With Impact of COVID-19 (iDATA_GLIC23_MS).
3. Based on BIOTRONIK 2023 actual net revenue at constant currency.
4. Seguchi M, Aytekin A, Xhepa E, Haude M, Wlodarczak A, van der Schaaf RJ, Torzewski J, Ferdinande B, Escaned J, Iglesias JF, Bennett J, Toth GG, Toelg R, Wiemer M, Olivecrona G, Vermeersch P, Waksman R, Garcia-Garcia HM, Joner M. Vascular response following implantation of the third-generation drug-eluting resorbable coronary magnesium scaffold: an intravascular imaging analysis of the BIOMAG-I first-in-human study. EuroIntervention. 2024 Sep 16;20(18):e1173-e1183. doi: 10.4244/EIJ-D-24-00055. PMID: 39279514; PMCID: PMC11384225. The study was sponsored by BIOTRONIK. M. Seguchi, M. Haude, J.F. Iglesias, J. Bennett, G.G. Toth, M. Wiemer, G. Olivecrona, R. Waksman, H.M. Garcia-Garcia, and M. Joner are paid consultants of BIOTRONIK.
5. Haude M, Wlodarczak A, van der Schaaf RJ, Torzewski J, Ferdinande B, Escaned J, Iglesias JF, Bennett J, Toth GG, Joner M, Toelg R, Wiemer M, Olivecrano G, Vermeersch P, Garcia-Garcia HM, Waksman R. A new resorbable magnesium scaffold for de novo coronary lesions (DREAMS 3): one-year results of the BIOMAG-I first-in-human study. EuroIntervention. 2023 Aug 7;19(5):e414-e422. doi: 10.4244/EIJ-D-23-00326. PMID: 37334655; PMCID: PMC10397670.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements about our proposed acquisition of the Vascular Intervention business, our and the Vascular Intervention business’s commercialized and pipeline products, and the Vascular Intervention business’s technology platform, including, in each case, their potential benefits, anticipated revenue contribution, anticipated financing, anticipated accretion and the anticipated timing of completion of the proposed acquisition. Actual results could differ materially from those in the forward-looking statements due to, among other things, the possibility that the acquisition does not close; unanticipated costs and length of time required to comply with legal requirements and regulatory approvals applicable to the transaction; unanticipated difficulties and expenditures in connection with integration programs; customer and shareholder reaction to the transaction; risks associated with the financing of the transaction; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs; unknown liabilities; the risk of regulatory actions related to the proposed acquisition; changes in general and international economic conditions, including fluctuations in foreign currency exchange rates; and other factors described or incorporated in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2023.

CAUTION: Federal (USA) law restricts these devices for sale or use by or on the order of a physician.

Teleflex, the Teleflex logo, Arrow, Barrigel, Deknatel, LMA, Pilling, QuikClot, Titan SGS, Rüsch, UroLift and Weck are trademarks or registered trademarks of Teleflex Incorporated or its affiliates in the U.S. and/or other countries. Other names are the trademarks of their respective owners. Refer to the Instructions for Use for a complete listing of the indications, contraindications, warnings, and precautions. Information in this document is not a substitute for the product Instructions for Use. Not all products may be available in all countries. Please contact your local representative. 

© 2025 Teleflex Incorporated. All rights reserved.

Contacts:

Teleflex
Lawrence Keusch
Vice President, Investor Relations and Strategy Development

[email protected]


610-948-2836

Strong demand drives 2024 revenue up ~11% to full year record

Company beats full year guidance across key metrics and announces 2025 full year guidance

MIAMI, Feb. 27, 2025 (GLOBE NEWSWIRE) — Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) (together with NCL Corporation Ltd. (“NCLC”), “Norwegian Cruise Line Holdings”, “Norwegian”, “NCLH” or the “Company”) today reported financial results for the fourth quarter and full year ended December 31, 2024 and provided guidance for the first quarter and full year 2025.

Highlights

• Generated 2024 full year record total revenue of $9.5 billion, increasing ~11% over full year 2023 on 3% capacity growth. GAAP net income was $910.3 million, up 448% compared to 2023, with EPS increasing 386%, to $1.89.
• 2024 full year Adjusted EBITDA grew 32% to a record $2.45 billion, compared to $1.86 billion in 2023 with Adjusted EPS of $1.82.
• Total debt was $13.1 billion and Net Leverage was 5.3x at December 31, 2024, a two turn reduction from December 31, 2023 on net cash provided by operating activities of ~$2.0 billion.
• 2025 Adjusted EBITDA is expected to be ~$2.72 billion, or an 11.0% increase versus 2024.
• 2025 Adjusted Net Income is expected to be ~$1.07 billion, including headwinds from foreign exchange and fuel. Adjusted EPS is expected to be ~$2.05, further establishing a clear path towards our Charting the Course 2026 targets.

“2024 was marked by strategic and transformative milestones for Norwegian Cruise Line Holdings. From launching our Charting the Course strategy, announcing an ambitious newbuild program and the construction of our Great Stirrup Cay pier, and successfully executing brand initiatives and new guest experiences across our entire portfolio, we have laid out a solid foundation for an exciting future,” said Harry Sommer, president and chief executive officer of Norwegian Cruise Line Holdings Ltd. “These achievements, driven by the dedication of our over 41,000 team members both shoreside and shipboard, led to exceptional financial performance with record revenue, Net Yield growth, and Adjusted EBITDA, enabling us to further strengthen our balance sheet and reduce our Net Leverage two full turns. Through disciplined cost management and by capitalizing on strong demand, we remain confident in achieving our 2026 Charting the Course targets.”

Full year 2024

• Generated record total revenue of $9.5 billion, an ~11% increase compared to full year 2023 on 3% capacity growth. GAAP net income was $910.3 million, a 448% increase compared to 2023, with EPS increasing 386%, to $1.89. Performance was driven by strong revenue growth and continued execution on cost reductions and efficiencies throughout the year. In 2024, the Company recorded a $162 million or $0.31 per share benefit from a tax valuation allowance release related to US deferred tax assets and a $53 million or $0.10 per share benefit from foreign exchange.
• Gross margin per Capacity Day was up 23% versus 2023 on an as reported and Constant Currency basis. Net Yield growth reached record levels, increasing over prior year by approximately 9.9% on an as reported and Constant Currency basis, due to strong demand and pricing across our deployment.¹
• The Company’s sustained focus on margin enhancement drove significant improvements in operating costs. Gross Cruise Costs per Capacity Day was approximately $304 for the year. Adjusted Net Cruise Cost excluding Fuel per Capacity Day was approximately $160 on an as reported and Constant Currency basis, and was up 3.9% as reported and 3.8% on a Constant Currency basis compared to $154 in 2023. Excluding a $5 impact from higher Dry-dock days and related expenses, Adjusted Net Cruise Cost excluding Fuel per Capacity day was up approximately $1, or 1%, year-over-year driven by higher variable compensation.
• Adjusted EBITDA grew 32% to $2.45 billion, a record high, compared to $1.86 billion in 2023. Adjusted EPS grew to $1.82, which includes a $0.10 benefit from foreign exchange.
• Total debt was $13.1 billion. Net Leverage was 5.3x at December 31, 2024, a two turn reduction from December 31, 2023.
• Achieved Adjusted ROIC of 10.9%, a 320 basis point improvement from 7.7% in the prior year.
• Made strong progress and on track towards achieving our Charting the Course 2026 targets announced at our May 2024 Investor Day.
• Announced a transformative newbuild program – a total of eight state-of-the-art vessels, representing approximately 25,000 additional berths, and the construction of a multi-ship pier at Great Stirrup Cay.

¹ See “Terminology”, “Non-GAAP Financial Measures” and “Outlook” below for additional information about Adjusted Net Cruise Cost excluding Fuel per Capacity Day, Adjusted EPS, Adjusted EBITDA and other non-GAAP financial measures.

Fourth Quarter 2024

• Generated record fourth quarter total revenue of $2.1 billion, a ~6% increase compared to fourth quarter 2023 on a 1% capacity decline. GAAP net income was $254.5 million, a $361.0 million increase compared to fourth quarter 2023, with EPS increasing $0.77 to $0.52. Performance was driven by strong revenue growth and continued execution on cost efficiencies. The quarter also included a $162 million, or $0.31 per share, tax valuation allowance release related to US deferred tax assets and a $70 million, or $0.13 per share, benefit from foreign exchange rates in the quarter.²
• Gross margin per Capacity Day was up 29% versus 2023 on an as reported and Constant Currency basis. Net Yield growth was approximately 9.0% on an as reported and Constant Currency basis, beating guidance by 210 basis points, due to strong onboard spend.
• The Company’s focus on margin enhancement continued to drive cost savings in the quarter. Gross Cruise Costs per Capacity Day was approximately $286 for the quarter. Adjusted Net Cruise Cost excluding Fuel per Capacity Day was approximately $158 as reported and $157 on a Constant Currency basis, slightly above guidance due to increased variable compensation.
• Adjusted EBITDA grew 30% to $468.2 million, a fourth quarter record high, compared to $359.6 million in 2023 and above guidance of approximately $445 million. Adjusted EPS exceeded guidance of $0.09, and grew to $0.26 which includes a $0.15 benefit from foreign exchange in the quarter.

² Considering a share count of 518 million diluted weighted-average shares outstanding.

Recent Highlights

• S&P upgraded the Company’s unsecured notes one notch to B+ with a positive outlook. Additionally, Moody’s upgraded the Company’s ratings by one notch, with the corporate rating now at B1 with a positive outlook.
• Successfully issued $1,800 million of 6.750% Senior Unsecured Notes due 2032. The net proceeds, together with cash on hand, were used to redeem $1,200 million aggregate principal amount of the 5.875% Senior Notes due 2026 and $600 million aggregate principal amount of 8.375% Senior Secured Notes due 2028.
• The Company successfully upsized its revolving credit facility from $1.2 billion to $1.7 billion, extending the tenor to 5-years with improved pricing.

2025 Outlook

• 2025 full year Net Yield guidance on a Constant Currency basis is expected to increase approximately 3.0% versus 2024.
• 2025 full year Adjusted EBITDA is expected to be approximately $2.72 billion, or an 11.0% increase versus 2024 including approximately $70 million of headwinds from foreign exchange and fuel since our third quarter earnings report.
• Adjusted Operational EBITDA Margin for the full year 2025 is expected to increase to approximately 37%.
• 2025 Adjusted Net Cruise Cost excluding Fuel per Capacity Day is expected to grow 1.25% on a Constant Currency basis versus 2024.
• Full year Adjusted Net Income is expected to be approximately $1,065 million. Adjusted EPS is expected to be $2.05, increasing approximately 13% year-over-year.
• Net Leverage is expected to end the year at approximately 5x or better.
• Remain committed to Charting the Course targets; progressing towards achieving 2026 goals.

First Quarter 2025 Outlook

• Net Yield is expected to increase approximately 0.5% on a Constant Currency basis versus the first quarter of 2024. This Net Yield growth comes on the back of 16.4% Net Yield growth in the first quarter of 2024 and an increase in Dry-dock capacity and repositioning days on large vessels, lowering year-over-year Occupancy.
• First quarter 2025 Adjusted Net Cruise Cost excluding Fuel per Capacity Day is expected to grow 3.9% in Constant Currency versus 2024, which includes a 180 basis points impact of increased Dry-dock days and related costs. Excluding this, Adjusted Net Cruise Cost excluding Fuel per Capacity Day is expected to grow ~2.1%.
• Net Leverage is expected to slightly increase to ~5.7x versus year-end 2024 as a result of the delivery of Norwegian Aqua in March.

Booking Environment Update

The Company continues to experience strong consumer demand for its offerings across itineraries and brands throughout 2025 and into 2026. As a result, the Company remains at its optimal booked position on a 12-month forward basis. Occupancy was 100.8% for the fourth quarter of 2024 and full year 2024 Occupancy was approximately 104.9%. The Company’s advance ticket sales balance, including the long-term portion, ended the fourth quarter of 2024 at $3.2 billion.

Liquidity and Financial Position

The Company is committed to prioritizing efforts to optimize its balance sheet and reduce leverage. As of December 31, 2024, the Company had total debt of $13.1 billion and Net Debt of $12.9 billion. Net Leverage improved by approximately two turns compared to December 31, 2023, ending 2024 at 5.3x.

At year-end, liquidity was $2.0 billion including approximately $190.8 million of cash and cash equivalents, $955.0 million of availability under our Revolving Loan Facility, a $650 million undrawn backstop commitment and other commitments.

“We’ve made significant strides in strengthening our financial position during 2024, reducing our Net Leverage by two full turns to 5.3 times. This progress was recently recognized by S&P’s and Moody’s, which each upgraded our credit ratings with positive outlooks,” said Mark A. Kempa, executive vice president and chief financial officer of Norwegian Cruise Line Holdings Ltd. “We’ve started 2025 strong – recently refinancing $1.8 billion of debt, which included replacing $600 million of secured debt with unsecured debt. We also upsized our revolving credit facility to $1.7 billion with improved terms. Through these strategic transactions, we have optimized our collateral utilization and strengthened our capital structure, while supporting our growth trajectory. As we progress through 2025, I am confident we will continue to improve our Net Leverage to approximately 5x or better and strengthen our balance sheet as we make strides towards our 2026 Charting the Course financial targets.”

Outlook and Guidance

In addition to announcing the results for the fourth quarter and full year 2024, the Company also provided guidance for the first quarter and full year 2025, along with accompanying sensitivities. The Company does not provide certain estimated future results on a GAAP basis because the Company is unable to predict, with reasonable certainty, the future movement of foreign exchange rates or the future impact of certain gains and charges. These items are uncertain and will depend on several factors, including industry conditions, and could be material to the Company’s results computed in accordance with GAAP. The Company has not provided reconciliations between the Company’s 2025 guidance and the most directly comparable GAAP measures because it would be too difficult to prepare a reliable U.S. GAAP quantitative reconciliation without unreasonable effort.

	2025 Guidance
	First Quarter 2025				Full Year 2025
	As Reported	Constant Currency			As Reported	Constant Currency
Net Yield	~0.1% ~$278	~0.5% ~$279			~2.4% ~$301	~3.0% ~$303
Adjusted Net Cruise Cost Excluding Fuel per Capacity Day1	~3.8% ~$171		~3.9% ~$171		~0.9% ~$161	~1.25% ~$162
Capacity Days	~5.71 million				~24.55 million
Occupancy	~101.5%				~103.4%
Adjusted EBITDA	~$435 million				~$2.72 billion
Adjusted Net Income	~$37 million				~$1,065 million
Adjusted EPS2	~$0.08				~$2.05
Diluted Weighted-Average Shares Outstanding3	~441 million				~520 million
Depreciation and Amortization	~$230 million				~$985 million
Adjusted Interest Expense, net4	~$170 million				~$700 million
Effect of a 1% change in Net Yield on Adjusted EBITDA / Adjusted EPS	~$16 million ~$0.04				~$74 million ~$0.14
Effect of a $1 change in Adjusted Net Cruise Cost Excluding Fuel per Capacity Day on Adjusted EBITDA / Adjusted EPS	~$6 million ~$0.01				~$25 million ~$0.05
Effect of a 1% change in Foreign Exchange rates on Adjusted Net Income / Adjusted EPS	~$1.5 million ~$0.00				~$6.4 million ~$0.01

 

____________________
(1)	Q1 2025 includes an approximate 180 basis point, or approximately $8 impact of increased Dry-dock days and related costs. Excluding this impact, the Adjusted Net Cruise Cost Excluding Fuel per Capacity Day would increase ~2.0% and ~2.1% on an as reported and Constant Currency basis, respectively, in the first quarter amounting to $163. We do not expect any year-over-year impact from Dry-docks in 2025.
(2)	Based on guidance and using diluted weighted-average shares outstanding of approximately 441 million for the first quarter of 2025 and 520 million for full year 2025.
(3)	Q1 2025 assumes all three of the Company’s exchangeable notes are anti-dilutive and therefore are not included in diluted weighted-average shares outstanding and full year 2025 assumes all three of the Company’s exchangeable notes are dilutive and therefore are included in diluted weighted-average shares outstanding.
(4)	Based on the Company’s December 31, 2024 outstanding variable rate debt balance, a one percentage point increase in annual SOFR interest rates would increase the Company’s annual interest expense by approximately $8 million excluding the effects of capitalization of interest.

The following reflects the foreign currency exchange rates as of January 31, 2025 that the Company used in its first quarter and full year 2025 guidance.

		Current Guidance
Euro		$	1.04
British pound		$	1.24
Australian Dollar		$	0.62
Canadian Dollar		$	0.69

Fuel

The Company reported fuel expense of $160 million in the quarter. Fuel price per metric ton, net of hedges, decreased to $641 from $726 in 2023. Fuel consumption of 250,000 metric tons was in-line with projections. The following reflects the Company’s expectations regarding fuel consumption and pricing, along with accompanying sensitivities.

		First Quarter 2025			Full Year 2025
Fuel consumption in metric tons1			255,000			990,000
Fuel price per metric ton, net of hedges2		$	690		$	722
Effect on Adjusted EPS of a 10% change in fuel prices, net of hedges		$	0.01		$	0.06

____________________
(1)	Total fuel consumption for the full year 2025 is expected to be comprised mainly of heavy fuel oil and marine gas oil, as well as other fuel types.
(2)	Fuel prices are based on forward curves as of 2/11/2025.

As of December 31, 2024, the Company had hedged approximately 56% and 21% of its total projected metric tons of fuel consumption for 2025 and 2026, respectively. We primarily hedge heavy fuel oil (“HFO”) and marine gas oil (“MGO”). Other fuel types are unhedged. The following table provides amounts hedged and price per metric ton of heavy fuel oil (“HFO”) and marine gas oil (“MGO”).

		2025			2026
Blended HFO and MGO Hedge Price / Metric Ton		$	597		$	526
Total % of Consumption Hedged			56	%		21	%

____________________
Hedged derivatives include accounting hedges as well as economic hedges.

Capital Expenditures

The following table presents newbuild-and-growth capital expenditures, which mainly consists of capital expenditures related to the construction of new ships, private island developments and enhancements and other strategic growth initiatives:

			First Quarter 2025 (millions)		Full Year 2025 (billions)		Full Year 2026 (billions)		Full Year 2027 (billions)
Newbuild-and-Growth Capital Expenditures, Gross1			~$1,295		~$2.5		~$2.4		~$2.5
Export Credit Financing for Newbuild-and-Growth Capital Expenditures			~$850		~$1.5		~$1.5		~$1.8
Newbuild-and-Growth Capital Expenditures, Net of Financing			~$445		~$1.0		~$1.0		~$0.7

____________________
1. Includes all newbuild related capital expenditures including shipyard progress payments.
Note: Numbers may not add due to rounding.

The following table presents other capital expenditures, which mainly consists of investments related to maintenance, Dry-dock renovations, and technology and digital:

			First Quarter 2025 (millions)		Full Year 2025 (millions)
Other Capital Expenditures			~$130		~$590

Company Updates and Other Business Highlights:

Company Updates

• Appointed Jason Montague, an industry veteran with over 20 years of expertise in luxury hospitality, to Chief Luxury Officer for NCLH. In his new role, Mr. Montague will head both Regent Seven Seas Cruises and Oceania Cruises, replacing both Andrea DeMarco and Frank A. Del Rio, and oversee the execution on their multibillion-dollar fleet expansion.

Fleet and Brand Updates

• Norwegian Cruise Line recently announced the two-time Emmy®-Award-winning actor, Eric Stonestreet, as the Company’s new brand ambassador and star of its newest advertising campaign, “Experience More.” In addition, Eric was also named the godfather of the new groundbreaking vessel, Norwegian Aqua. Learn more here.
• Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises announced that the installation of Starlink has been completed across the entire fleet. Learn more here and here.
• Norwegian Cruise Line unveiled all-new and expanded guest experiences aboard the Norwegian Bliss and Norwegian Breakaway. Set to undergo significant updates, the new experiences include a brand-new cinema and dining experience, Silver Screen Bistro; a new outdoor recreational concept, Horizon Park; as well as the extension of popular dining venues; and expanded accommodations including The Haven. Learn more here.

Conference Call

The Company has scheduled a conference call for Thursday, February 27, 2025 at 8:00 a.m. Eastern Time to discuss fourth quarter and full year 2024 results and provide a business update. A link to the live webcast along with a slide presentation can be found on the Company’s Investor Relations website at https://www.nclhltd.com/investors. A replay of the conference call will also be available on the website for 30 days after the call.

About Norwegian Cruise Line Holdings Ltd.

Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a leading global cruise company which operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. With a combined fleet of 32 ships and approximately 66,500 berths, NCLH offers itineraries to approximately 700 destinations worldwide. NCLH expects to add 13 additional ships across its three brands through 2036, which will add approximately 41,000 berths to its fleet. To learn more, visit www.nclhltd.com.

Terminology

Adjusted EBITDA. EBITDA adjusted for other income (expense), net and other supplemental adjustments.

Adjusted EPS. Adjusted Net Income (Loss) divided by the number of diluted weighted-average shares outstanding.

Adjusted Gross Margin. Gross margin adjusted for payroll and related, fuel, food, other and ship depreciation. Gross margin is calculated pursuant to GAAP as total revenue less total cruise operating expense and ship depreciation.

Adjusted Net Cruise Cost Excluding Fuel. Net Cruise Cost less fuel expense adjusted for supplemental adjustments.

Adjusted Net Income (Loss). Net income (loss), adjusted for the effect of dilutive securities and other supplemental adjustments.

Adjusted Operational EBITDA Margin. Adjusted EBITDA divided by Adjusted Gross Margin.

Adjusted ROIC. An amount expressed as a percentage equal to (i) Adjusted EBITDA less depreciation and amortization plus other supplemental adjustments, divided by (ii) the sum of total long-term debt and shareholders’ equity as of the end of a respective quarter, averaged for the most recent five fiscal quarters ending with the last date of the applicable fiscal year.

Berths. Double occupancy capacity per cabin (single occupancy per studio cabin) even though many cabins can accommodate three or more passengers.

Capacity Days. Berths available for sale multiplied by the number of cruise days for the period for ships in service.

Constant Currency. A calculation whereby foreign currency-denominated revenues and expenses in a period are converted at the U.S. dollar exchange rate of a comparable period in order to eliminate the effects of foreign exchange fluctuations.

Dry-dock. A process whereby a ship is positioned in a large basin where all of the fresh/sea water is pumped out in order to carry out cleaning and repairs of those parts of a ship which are below the water line.

EBITDA. Earnings before interest, taxes, and depreciation and amortization.

EPS. Diluted earnings (loss) per share.

GAAP. Generally accepted accounting principles in the U.S.

Gross Cruise Cost. The sum of total cruise operating expense and marketing, general and administrative expense.

Net Cruise Cost. Gross Cruise Cost less commissions, transportation and other expense and onboard and other expense.

Net Cruise Cost Excluding Fuel. Net Cruise Cost less fuel expense.

Net Debt


.

Long-term debt, including current portion, less cash and cash equivalents.

Net Leverage. Net Debt divided by Adjusted EBITDA for the trailing twelve-months.

Net Per Diem. Adjusted Gross Margin divided by Passenger Cruise Days.

Net Yield. Adjusted Gross Margin per Capacity Day.

Occupancy, Occupancy Percentage or Load Factor. The ratio of Passenger Cruise Days to Capacity Days. A percentage in excess of 100% indicates that three or more passengers occupied some cabins.

Passenger Cruise Days. The number of passengers carried for the period, multiplied by the number of days in their respective cruises.

Revolving Loan Facility. $1.7 billion senior secured revolving credit facility.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures, such as Adjusted Gross Margin, Adjusted Operational EBITDA Margin, Net Yield, Net Cruise Cost, Adjusted Net Cruise Cost Excluding Fuel, Adjusted EBITDA, Net Leverage, Net Debt, Adjusted Net Income (Loss), Adjusted EPS, Adjusted ROIC and Net Per Diem, to enable us to analyze our performance. See “Terminology” for the definitions of these and other non-GAAP financial measures. Our management believes the presentation of Adjusted ROIC provides a useful performance metric to both management and investors for evaluating our effective use of capital and has used it as a performance measure for our incentive compensation. We utilize Adjusted Gross Margin, Net Yield, and Net Per Diem to manage our business on a day-to-day basis because they reflect revenue earned net of certain direct variable costs. We utilize Adjusted Operational EBITDA Margin to assess operating performance. We also utilize Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to manage our business on a day-to-day basis. In measuring our ability to control costs in a manner that positively impacts our net income (loss), we believe changes in Adjusted Gross Margin, Adjusted Operational EBITDA Margin, Net Yield, Net Cruise Cost and Adjusted Net Cruise Cost Excluding Fuel to be the most relevant indicators of our performance.

As our business includes the sourcing of passengers and deployment of vessels outside of the U.S., a portion of our revenue and expenses are denominated in foreign currencies, particularly British pound, Canadian dollar, Euro and Australian dollar which are subject to fluctuations in currency exchange rates versus our reporting currency, the U.S. dollar. In order to monitor results excluding these fluctuations, we calculate certain non-GAAP measures on a Constant Currency basis, whereby current period revenue and expenses denominated in foreign currencies are converted to U.S. dollars using currency exchange rates of the comparable period. We believe that presenting these non-GAAP measures on both a reported and Constant Currency basis is useful in providing a more comprehensive view of trends in our business.

We believe that Adjusted EBITDA is appropriate as a supplemental financial measure as it is used by management to assess operating performance. We also believe that Adjusted EBITDA is a useful measure in determining our performance as it reflects certain operating drivers of our business, such as sales growth, operating costs, marketing, general and administrative expense and other operating income and expense. In addition, management uses Adjusted EBITDA as a performance measure for our incentive compensation. Adjusted EBITDA is not a defined term under GAAP nor is it intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income (loss), as it does not take into account certain requirements such as capital expenditures and related depreciation, principal and interest payments and tax payments and it includes other supplemental adjustments.

In addition, Adjusted Net Income (Loss) and Adjusted EPS are non-GAAP financial measures that exclude certain amounts and are used to supplement GAAP net income (loss) and EPS. We use Adjusted Net Income (Loss) and Adjusted EPS as key performance measures of our earnings performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparison to our historical performance. In addition, management uses Adjusted EPS as a performance measure for our incentive compensation. The amounts excluded in the presentation of these non-GAAP financial measures may vary from period to period; accordingly, our presentation of Adjusted Net Income (Loss) and Adjusted EPS may not be indicative of future adjustments or results.

Net Leverage and Net Debt are performance measures that we believe provide management and investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents.

You are encouraged to evaluate each adjustment used in calculating our non-GAAP financial measures and the reasons we consider our non-GAAP financial measures appropriate for supplemental analysis. In evaluating our non-GAAP financial measures, you should be aware that in the future we may incur expenses similar to the adjustments in our presentation. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP. Our presentation of our non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our non-GAAP financial measures may not be comparable to other companies. Please see a historical reconciliation of these measures to the most comparable GAAP measure presented in our consolidated financial statements below.

Cautionary Statement Concerning Forward-Looking Statements

Some of the statements, estimates or projections contained in this release 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 release, including, without limitation, our expectations regarding our results of operations, future financial position, including our liquidity requirements and future capital expenditures, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, including with respect to refinancing, amending the terms of, or extending the maturity of our indebtedness, our ability to comply with covenants under our debt agreements, expectations regarding our exchangeable notes, valuation and appraisals of our assets, expectations regarding our deferred tax assets, and valuation allowances, expected fleet additions and cancellations, including expected timing thereof, our expectations regarding the impact of macroeconomic conditions and recent global events, and expectations relating to our sustainability program and decarbonization efforts may be 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: adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises; our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders; the unavailability of ports of call; future increases in the price of, or major changes, disruptions or reduction in, commercial airline services; changes involving the tax and environmental regulatory regimes in which we operate, including new and existing regulations aimed at reducing greenhouse gas emissions; the accuracy of any appraisals of our assets; our success in controlling operating expenses and capital expenditures; adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, armed conflict, or threats thereof, acts of piracy, and other international events; public health crises, and their effect on the ability or desire of people to travel (including on cruises); adverse incidents involving cruise ships; our ability to maintain and strengthen our brand; breaches in data security or other disturbances to our information technology systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; the risks and increased costs associated with operating internationally; our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues; impacts related to climate change and our ability to achieve our climate-related or other sustainability goals; our inability to obtain adequate insurance coverage; implementing precautions in coordination with regulators and global public health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with related regulatory restrictions; pending or threatened litigation, investigations and enforcement actions; volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; our reliance on third parties to provide hotel management services for certain ships and certain other services; fluctuations in foreign currency exchange rates; our expansion into new markets and investments in new markets and land-based destination projects; overcapacity in key markets or globally; and other factors set forth under “Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. The above examples are not exhaustive and new risks emerge from time to time. There may be additional risks that we currently consider immaterial or which are unknown. 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. You are cautioned not to place undue reliance on the forward-looking statements included in this release, which 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.

Investor Relations & Media Contacts

Sarah Inmon
(786) 812-3233
[email protected]

NORWEGIAN CRUISE LINE HOLDINGS LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except share and per share data)
		Three Months Ended								Year Ended
		December 31,								December 31,
		2024				2023				2024				2023
Revenue
Passenger ticket		$	1,408,734			$	1,333,057			$	6,415,545			$	5,753,966
Onboard and other			700,632				653,399				3,064,106				2,795,958
Total revenue			2,109,366				1,986,456				9,479,651				8,549,924
Cruise operating expense
Commissions, transportation and other			415,580				420,714				1,917,443				1,883,279
Onboard and other			146,057				129,633				661,553				599,904
Payroll and related			332,429				325,882				1,344,718				1,262,119
Fuel			160,418				186,830				698,050				716,833
Food			73,142				86,735				312,992				358,310
Other			179,953				172,019				753,940				648,142
Total cruise operating expense			1,307,579				1,321,813				5,688,696				5,468,587
Other operating expense
Marketing, general and administrative			360,566				328,258				1,434,807				1,341,858
Depreciation and amortization			226,480				212,055				890,242				808,568
Total other operating expense			587,046				540,313				2,325,049				2,150,426
Operating income			214,741				124,330				1,465,906				930,911
Non-operating income (expense)
Interest expense, net			(175,358	)			(197,381	)			(747,223	)			(727,531	)
Other income (expense), net			68,337				(35,266	)			54,224				(40,204	)
Total non-operating income (expense)			(107,021	)			(232,647	)			(692,999	)			(767,735	)
Net income (loss) before income taxes			107,720				(108,317	)			772,907				163,176
Income tax benefit			146,816				1,832				137,350				3,002
Net income (loss)		$	254,536			$	(106,485	)		$	910,257			$	166,178
Weighted-average shares outstanding
Basic			439,709,089				425,426,293				435,278,605				424,424,962
Diluted			518,111,963				425,426,293				515,030,548				427,400,849
Earnings (loss) per share
Basic		$	0.58			$	(0.25	)		$	2.09			$	0.39
Diluted		$	0.52			$	(0.25	)		$	1.89			$	0.39

NORWEGIAN CRUISE LINE HOLDINGS LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands)
		Three Months Ended								Year Ended
		December 31,								December 31,
		2024				2023				2024				2023
Net income (loss)		$	254,536			$	(106,485	)		$	910,257			$	166,178
Other comprehensive income (loss):
Shipboard Retirement Plan			6,835				(3,604	)			7,118				(3,413	)
Cash flow hedges:
Net unrealized loss			(2,974	)			(36,606	)			(10,642	)			(1,773	)
Amount realized and reclassified into earnings			8,776				(12,283	)			4,923				(26,173	)
Total other comprehensive income (loss)			12,637				(52,493	)			1,399				(31,359	)
Total comprehensive income (loss)		$	267,173			$	(158,978	)		$	911,656			$	134,819

NORWEGIAN CRUISE LINE HOLDINGS LTD. CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share data)
		December 31,				December 31,
		2024				2023
Assets
Current assets:
Cash and cash equivalents		$	190,765			$	402,415
Accounts receivable, net			221,412				280,271
Inventories			149,718				157,646
Prepaid expenses and other assets			448,209				472,816
Total current assets			1,010,104				1,313,148
Property and equipment, net			16,810,650				16,433,292
Goodwill			135,764				98,134
Trade names			500,525				500,525
Other long-term assets			1,512,768				1,147,891
Total assets		$	19,969,811			$	19,492,990
Liabilities and shareholders’ equity
Current liabilities:
Current portion of long-term debt		$	1,323,769			$	1,744,778
Accounts payable			171,106				174,338
Accrued expenses and other liabilities			1,180,026				1,058,919
Advance ticket sales			3,105,964				3,060,666
Total current liabilities			5,780,865				6,038,701
Long-term debt			11,776,721				12,314,147
Other long-term liabilities			986,786				839,335
Total liabilities			18,544,372				19,192,183
Commitments and contingencies
Shareholders’ equity:
Ordinary shares, $0.001 par value; 980,000,000 shares authorized; and 439,861,281 shares issued and outstanding at December 31, 2024 and 425,546,570 shares issued and outstanding at December 31, 2023			440				425
Additional paid-in capital			7,921,918				7,708,957
Accumulated other comprehensive income (loss)			(507,039	)			(508,438	)
Accumulated deficit			(5,989,880	)			(6,900,137	)
Total shareholders’ equity			1,425,439				300,807
Total liabilities and shareholders’ equity		$	19,969,811			$	19,492,990

NORWEGIAN CRUISE LINE HOLDINGS LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands)
		Year Ended
		December 31,
		2024				2023
Cash flows from operating activities
Net income		$	910,257			$	166,178
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense			973,512				883,236
Deferred income taxes, net			(155,114	)			—
(Gain) loss on derivatives			(979	)			13,760
Loss on extinguishment of debt			29,175				6,701
Provision for bad debts and inventory obsolescence			6,359				6,190
Gain on involuntary conversion of assets			(4,771	)			(6,852	)
Share-based compensation expense			91,781				118,940
Net foreign currency adjustments on euro-denominated debt			(25,837	)			8,188
Changes in operating assets and liabilities:
Accounts receivable, net			49,304				39,649
Inventories			6,950				(11,042	)
Prepaid expenses and other assets			88,366				410,266
Accounts payable			(20,208	)			(50,976	)
Accrued expenses and other liabilities			65,348				(82,202	)
Advance ticket sales			35,680				503,678
Net cash provided by operating activities			2,049,823				2,005,714
Cash flows from investing activities
Additions to property and equipment, net			(1,210,952	)			(2,750,362	)
Cash paid on settlement of derivatives			(1,789	)			(162,942	)
Acquisition, net of cash acquired			(27,322	)			—
Other			10,675				16,161
Net cash used in investing activities			(1,229,388	)			(2,897,143	)
Cash flows from financing activities
Repayments of long-term debt			(2,169,045	)			(3,758,234	)
Proceeds from long-term debt			1,298,599				4,322,941
Proceeds from employee related plans			—				5,307
Net share settlement of restricted share units			(25,333	)			(26,860	)
Early redemption premium			(19,166	)			—
Deferred financing fees			(117,140	)			(196,297	)
Net cash provided by (used in) financing activities			(1,032,085	)			346,857
Net decrease in cash and cash equivalents			(211,650	)			(544,572	)
Cash and cash equivalents at beginning of the period			402,415				946,987
Cash and cash equivalents at end of the period		$	190,765			$	402,415

NORWEGIAN CRUISE LINE HOLDINGS LTD.

NON-GAAP RECONCILING INFORMATION

(Unaudited)

The following table sets forth selected statistical information:

		Three Months Ended				Year Ended
		December 31,				December 31,
		2024		2023		2024		2023
Passengers carried		665,788		648,893		2,926,794		2,716,546
Passenger Cruise Days		5,881,777		5,856,413		24,593,331		23,311,672
Capacity Days		5,834,290		5,903,305		23,445,397		22,652,588
Occupancy Percentage		100.8	%	99.2	%	104.9	%	102.9	%

Adjusted Gross Margin, Net Per Diem, and Net Yield were calculated as follows (in thousands, except Net Yield, Net Per Diem, Capacity Days, Passenger Cruise Days, per Passenger Cruise Day and Capacity Day data):

		Three Months Ended									Year Ended
		December 31,									December 31,
					2024									2024
					Constant Currency									Constant Currency
		2024			compared to 2023			2023			2024			compared to 2023			2023
Total revenue		$	2,109,366		$	2,108,996		$	1,986,456		$	9,479,651		$	9,481,599		$	8,549,924
Less:
Total cruise operating expense			1,307,579			1,306,522			1,321,813			5,688,696			5,686,128			5,468,587
Ship depreciation			208,054			208,054			198,012			825,493			825,493			753,629
Gross margin			593,733			594,420			466,631			2,965,462			2,969,978			2,327,708
Ship depreciation			208,054			208,054			198,012			825,493			825,493			753,629
Payroll and related			332,429			332,397			325,882			1,344,718			1,344,620			1,262,119
Fuel			160,418			160,387			186,830			698,050			697,993			716,833
Food			73,142			72,700			86,735			312,992			312,625			358,310
Other			179,953			179,078			172,019			753,940			751,350			648,142
Adjusted Gross Margin		$	1,547,729		$	1,547,036		$	1,436,109		$	6,900,655		$	6,902,059		$	6,066,741
Passenger Cruise Days			5,881,777			5,881,777			5,856,413			24,593,331			24,593,331			23,311,672
Capacity Days			5,834,290			5,834,290			5,903,305			23,445,397			23,445,397			22,652,588
Total revenue per Passenger Cruise Day		$	358.63		$	358.56		$	339.19		$	385.46		$	385.54		$	366.77
Gross margin per Passenger Cruise Day		$	100.94		$	101.06		$	79.68		$	120.58		$	120.76		$	99.85
Net Per Diem		$	263.14		$	263.02		$	245.22		$	280.59		$	280.65		$	260.24
Gross margin per Capacity Day		$	101.77		$	101.88		$	79.05		$	126.48		$	126.68		$	102.76
Net Yield		$	265.28		$	265.16		$	243.27		$	294.33		$	294.39		$	267.82

NORWEGIAN CRUISE LINE HOLDINGS LTD.

NON-GAAP RECONCILING INFORMATION

(Unaudited)

Gross Cruise Cost, Net Cruise Cost, Net Cruise Cost Excluding Fuel and Adjusted Net Cruise Cost Excluding Fuel were calculated as follows (in thousands, except Capacity Days and per Capacity Day data):

		Three Months Ended									Year Ended
		December 31,									December 31,
					2024									2024
					Constant Currency									Constant Currency
		2024			compared to 2023			2023			2024			compared to 2023			2023
Total cruise operating expense		$	1,307,579		$	1,306,522		$	1,321,813		$	5,688,696		$	5,686,128		$	5,468,587
Marketing, general and administrative expense			360,566			360,668			328,258			1,434,807			1,434,245			1,341,858
Gross Cruise Cost			1,668,145			1,667,190			1,650,071			7,123,503			7,120,373			6,810,445
Less:
Commissions, transportation and other expense			415,580			415,903			420,714			1,917,443			1,917,987			1,883,279
Onboard and other expense			146,057			146,057			129,633			661,553			661,553			599,904
Net Cruise Cost			1,106,508			1,105,230			1,099,724			4,544,507			4,540,833			4,327,262
Less: Fuel expense			160,418			160,387			186,830			698,050			697,993			716,833
Net Cruise Cost Excluding Fuel			946,090			944,843			912,894			3,846,457			3,842,840			3,610,429
Less Other Non-GAAP Adjustments:
Non-cash deferred compensation (1)			719			719			578			2,875			2,875			2,312
Non-cash share-based compensation (2)			26,211			26,211			22,686			91,781			91,781			118,940
Adjusted Net Cruise Cost Excluding Fuel		$	919,160		$	917,913		$	889,630		$	3,751,801		$	3,748,184		$	3,489,177
Capacity Days			5,834,290			5,834,290			5,903,305			23,445,397			23,445,397			22,652,588
Gross Cruise Cost per Capacity Day		$	285.92		$	285.76		$	279.52		$	303.83		$	303.70		$	300.65
Net Cruise Cost per Capacity Day		$	189.66		$	189.44		$	186.29		$	193.83		$	193.68		$	191.03
Net Cruise Cost Excluding Fuel per Capacity Day		$	162.16		$	161.95		$	154.64		$	164.06		$	163.91		$	159.38
Adjusted Net Cruise Cost Excluding Fuel per Capacity Day		$	157.54		$	157.33		$	150.70		$	160.02		$	159.87		$	154.03

____________________
(1)	Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.
(2)	Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

NORWEGIAN CRUISE LINE HOLDINGS LTD.

NON-GAAP RECONCILING INFORMATION

(Unaudited)

Adjusted Net Income and Adjusted EPS were calculated as follows (in thousands, except share and per share data):

		Three Months Ended								Year Ended
		December 31,								December 31,
		2024				2023				2024				2023
Net income (loss)		$	254,536			$	(106,485	)		$	910,257			$	166,178
Effect of dilutive securities – exchangeable notes			14,985				—				63,308				—
Net income (loss) and assumed conversion of exchangeable notes			269,521				(106,485	)			973,565				166,178
Non-GAAP Adjustments:
Non-cash deferred compensation (1)			1,233				1,010				4,930				4,039
Non-cash share-based compensation (2)			26,211				22,686				91,781				118,940
Extinguishment and modification of debt (3)			—				5,669				29,175				8,822
Reversal of U.S. deferred tax asset valuation allowance (4)			(161,926	)			—				(161,926	)			—
Effect of dilutive securities – exchangeable notes (5)			(10,310	)			—				—				—
Adjusted Net Income (Loss)		$	124,729			$	(77,120	)		$	937,525			$	297,979
Diluted weighted-average shares outstanding – Net income (loss)			518,111,963				425,426,293				515,030,548				427,400,849
Diluted weighted-average shares outstanding – Adjusted Net Income (Loss) (5)			480,401,556				425,426,293				515,030,548				427,400,849
Diluted EPS		$	0.52			$	(0.25	)		$	1.89			$	0.39
Adjusted EPS		$	0.26			$	(0.18	)		$	1.82			$	0.70

____________________
(1)	Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense and other income (expense), net.
(2)	Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.
(3)	Losses on extinguishment of debt and modification of debt are included in interest expense, net.
(4)	Non-cash income tax benefit related to the reversal of a valuation allowance on our U.S. deferred tax assets. The deferred tax assets accumulated during the COVID-19 pandemic and a portion of the valuation allowance was released related to the deferred tax assets that more likely than not will be realized in the future. We consider this adjustment to be nonrecurring as it originated as a result of losses incurred during the pandemic and future income tax expense is not expected to change materially as a result of the reversal.
(5)	The impact of the above add-backs results in an anti-dilutive effect on Adjusted EPS related to our exchangeable notes for which we are reducing the impact on GAAP net income and dilutive weighted average shares.

EBITDA and Adjusted EBITDA were calculated as follows (in thousands):

		Three Months Ended								Year Ended
		December 31,								December 31,
		2024				2023				2024				2023
Net income (loss)		$	254,536			$	(106,485	)		$	910,257			$	166,178
Interest expense, net			175,358				197,381				747,223				727,531
Income tax benefit			(146,816	)			(1,832	)			(137,350	)			(3,002	)
Depreciation and amortization expense			226,480				212,055				890,242				808,568
EBITDA			509,558				301,119				2,410,372				1,699,275
Other (income) expense, net (1)			(68,337	)			35,266				(54,224	)			40,204
Other Non-GAAP Adjustments:
Non-cash deferred compensation (2)			719				578				2,875				2,312
Non-cash share-based compensation (3)			26,211				22,686				91,781				118,940
Adjusted EBITDA		$	468,151			$	359,649			$	2,450,804			$	1,860,731

 

____________________
(1)	Primarily consists of gains and losses, net for foreign currency remeasurements.
(2)	Non-cash deferred compensation expenses related to the crew pension plan and other crew expenses, which are included in payroll and related expense.
(3)	Non-cash share-based compensation expenses related to equity awards, which are included in marketing, general and administrative expense and payroll and related expense.

Net Debt and Net Leverage were calculated as follows (in thousands):

		December 31,			December 31,
		2024			2023
Long-term debt		$	11,776,721		$	12,314,147
Current portion of long-term debt			1,323,769			1,744,778
Total Debt			13,100,490			14,058,925
Less: Cash and cash equivalents			190,765			402,415
Net Debt		$	12,909,725		$	13,656,510
Adjusted EBITDA for the twelve months ended		$	2,450,804		$	1,860,731
Net Leverage			5.27x			7.34x

NORWEGIAN CRUISE LINE HOLDINGS LTD.

NON-GAAP RECONCILING INFORMATION

(Unaudited)

Adjusted ROIC was calculated as follows (in thousands):

		December 31,				December 31,
		2024				2023
Adjusted EBITDA		$	2,450,804			$	1,860,731
Less: Depreciation and Amortization			890,242				808,568
Total			1,560,562				1,052,163
Plus: Total long-term debt plus shareholders equity			14,333,899				13,705,994
Adjusted Return on Invested Capital			10.9%				7.7%

Our capital expenditures were previously presented classified as new-build related and non-newbuild. The presentation of capital expenditures under this classification is as follows (in millions):

			Fourth Quarter 2024			Full Year 2024
Newbuild-Related Capital Expenditures, Pre-Financing			$79			$619
Export Credit Financing for Newbuild-Related Capital Expenditures			$43			$355
Newbuild-Related Capital Expenditures, Net of Financing			$36			$264

			Fourth Quarter 2024			Full Year 2024
Non-Newbuild Capital Expenditures			$149			$583