Seven Seas Cruises S. DE R.L. - FORM 10-Q

Seven Seas Cruises S. DE R.L. - FORM 10-Q - November 14, 2014

Attached files

Attached files

Seven Seas Cruises S. DE R.L. Reports

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Seven Seas Cruises S. DE R.L.	Financial_Report.xls
EX-31.2 - CERTIFICATION OF CFO - Seven Seas Cruises S. DE R.L.	exhibit312cfocertification.htm
EX-32.1 - CERTIFICATION OF CEO 906 - Seven Seas Cruises S. DE R.L.	exhibit321section906certif.htm
EX-31.1 - CERTIFICATION OF CEO - Seven Seas Cruises S. DE R.L.	exhibit311ceocertification.htm
EX-32.2 - CERTIFICATION OF CFO 906 - Seven Seas Cruises S. DE R.L.	exhibit322section906cerifi.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-178244

Seven Seas Cruises S. DE R.L.

(Exact Name of Registrant as Specified in Its Charter)



Republic of Panama				75-3262685
(State or Other Jurisdiction of Incorporation)				(I.R.S. Employer Identification No.)

8300 NW 33^rd Street, Suite 100

Miami, FL 33122

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (305) 514-2300

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x* No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

* The registrant has not been subject to the filing requirements of Section 15(d) of the Securities Exchange Act of 1934 since December 31, 2012. The registrant is a voluntary filer and accordingly has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the period it was required to file such reports and during the past 90 days, notwithstanding that the registrant is no longer required to file such reports.

SEVEN SEAS CRUISES S. DE R.L.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS



		Page

PART I. Financial Information
Item 1.	Financial Statements	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	37

PART II.
Item 1A.	Risk Factors	37
Item 6.	Exhibits	37
Signatures		39

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SEVEN SEAS CRUISES S. DE R.L.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands)



	September 30,			December 31,
	2014			2013

Assets
Current assets
Cash and cash equivalents	$	122,858		$	138,526
Restricted cash	59			367
Trade and other receivables, net	7,640			7,706
Inventories	8,285			7,352
Prepaid expenses	19,351			21,266
Other current assets	2,544			3,007
Total current assets	160,737			178,224
Property and equipment, net	673,137			651,286
Goodwill	404,858			404,858
Intangible assets, net	80,748			81,324
Other long-term assets	23,650			36,776
Total assets	$	1,343,130		$	1,352,468

Liabilities and Members' Equity
Current liabilities
Trade and other payables	$	4,741		$	5,798
Related party payables	2,057			1,560
Accrued expenses	44,987			48,154
Passenger deposits	192,716			194,173
Derivative liabilities	1,205			—
Current portion of long-term debt	2,214			2,679
Total current liabilities	247,920			252,364
Long-term debt	465,832			516,833
Other long-term liabilities	23,248			8,896
Total liabilities	737,000			778,093
Commitments and contingencies
Members' equity
Contributed capital	565,395			564,830
Retained earnings	49,860			6,843
Accumulated other comprehensive (loss) income	(9,125		)	2,702
Total members' equity	606,130			574,375
Total liabilities and members' equity	$	1,343,130		$	1,352,468

The accompanying notes are an integral part of these consolidated financial statements.

SEVEN SEAS CRUISES S. DE R.L.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Revenue
Passenger ticket	$	152,642		$	149,771		$	400,322		$	392,983
Onboard and other	17,179			16,185			44,712			40,026
Total revenue	169,821			165,956			445,034			433,009

Cruise operating expense
Commissions, transportation and other	51,558			50,355			136,299			139,564
Onboard and other	4,430			4,651			12,897			11,126
Payroll, related and food	20,744			20,502			60,162			59,922
Fuel	9,494			9,855			30,248			31,384
Other ship operating	11,749			11,212			31,931			32,927
Other	1,176			1,262			9,587			3,783
Total cruise operating expense	99,151			97,837			281,124			278,706
Other operating expense
Selling and administrative	20,823			18,216			62,937			59,765
Depreciation and amortization	10,290			9,064			29,371			27,432
Total operating expense	130,264			125,117			373,432			365,903
Operating income	39,557			40,839			71,602			67,106

Non-operating income (expense)
Interest income	59			67			187			206
Interest expense	(7,773		)	(9,375		)	(24,515		)	(29,066		)
Other income (expense)	(2,244		)	1,272			(3,984		)	(3,924		)
Total non-operating expense	(9,958		)	(8,036		)	(28,312		)	(32,784		)
Income before income taxes	29,599			32,803			43,290			34,322
Income tax (expense) benefit	(84		)	85			(273		)	(24		)
Net income	29,515			32,888			43,017			34,298

Other comprehensive income:
Change in fair value of derivatives	(10,348		)	(719		)	(11,722		)	(719		)
Cash flow hedge reclassified into earnings	—			—			(105		)	—
Total comprehensive income	$	19,167		$	32,169		$	31,190		$	33,579

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

SEVEN SEAS CRUISES S. DE R.L.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)



	Nine Months Ended September 30,
	2014			2013
Cash flows from operating activities
Net income	$	43,017		$	34,298
Adjustments:
Depreciation and amortization	29,371			27,432
Amortization of deferred financing costs	1,629			1,529
Accretion of debt discount	560			520
Stock-based compensation	1,020			572
Change in fair value of derivative contracts	2,077			455
Loss on early extinguishment of debt, excluding prepayment penalty	2,008			2,500
Prepayment penalty excluded from loss on early extinguishment of debt	—			(2,093		)
Other, net	192			(133		)
Changes in operating assets and liabilities:
Trade and other accounts receivable	64			2,076
Prepaid expenses and other current assets	601			(7,051		)
Inventories	(933		)	283
Accounts payable and accrued expenses	(357		)	3,463
Passenger deposits	4,016			18,144
Net cash provided by operating activities	83,265			81,995
Cash flows from investing activities
Purchases of property and equipment	(51,246		)	(32,262		)
Change in restricted cash	12,347			7,585
Other	(113		)	(165		)
Net cash used in investing activities	(39,012		)	(24,842		)
Cash flows from financing activities
Repayment of long-term debt	(52,095		)	—
Debt related costs	(7,077		)	(9,239		)
Payments on other financing obligations	—			(2,000		)
PCI offering costs	(571		)	—
Net cash used in financing activities	(59,743		)	(11,239		)
Effect of exchange rate changes on cash and cash equivalents	(178		)	7
Net (decrease) increase in cash and cash equivalents	(15,668		)	45,921
Cash and cash equivalents
Beginning of period	138,526			99,857
End of period	$	122,858		$	145,778

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1.General

Description of Business

Seven Seas Cruises S. DE R.L. (“SSC”, “we” or “our”) is a Panamanian sociedad de responsibilidad limitada organized on November 7, 2007, and is owned by Classic Cruises, LLC (“CCL I”) and Classic Cruises II, LLC (“CCL II”). CCL I and CCL II are Delaware companies and each company owns 50% of SSC. Prestige Cruise Holdings, Inc. (“PCH”) owns both CCL I and CCL II. PCH is a 100% owned subsidiary of our ultimate parent company, Prestige Cruises International, Inc. (“PCI”). PCI is controlled by funds affiliated with Apollo Global Management, LLC ("Apollo"). We commenced operations on February 1, 2008 upon the consummation of the Regent Seven Seas acquisition when we acquired substantially all the assets of Regent Seven Seas Cruises, Inc. (the “Regent Seven Seas Transaction”).

Norwegian Cruise Line Holdings Ltd. Transaction

On September 2, 2014, Prestige Cruises International, Inc. ("PCI") and Apollo Management, L.P., as the representative of PCI's stockholders, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Norwegian Cruise Line Holdings Ltd. (“Norwegian”) and Portland Merger Sub, Inc., a wholly owned, indirect subsidiary of Norwegian (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into PCI (the “Merger”), and upon consummation of the Merger, Merger Sub will cease to exist and PCI will continue as a wholly owned, indirect subsidiary of Norwegian. The aggregate consideration for the Merger Agreement is approximately $3.025 billion in cash and stock, including the assumption of debt. The closing of the Merger is subject to customary closing conditions, including receipt of all required regulatory approvals. The Merger is anticipated to close in the fourth quarter of 2014. Either Norwegian or PCI may terminate the Merger Agreement if the closing has not occurred on or before February 15, 2015. In the event of termination of the Merger Agreement, under certain circumstances principally related to Norwegian’s failure to consummate the Merger due to the failure to obtain the necessary financing, the Merger Agreement provides for Norwegian to pay or cause to be paid to PCI a termination fee of $88.9 million in cash.

The accompanying unaudited interim consolidated financial statements include the accounts of SSC and its 100% owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures herein are adequate to ensure the information presented is not misleading. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Due to the seasonality of our business, our results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for our fiscal year ending December 31, 2014. There have been no significant changes in our financial position, results of operations or cash flows as a result of the adoption of new accounting pronouncements or to our significant accounting policies that were disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

The accompanying consolidated balance sheet at September 30, 2014 and the consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2014 and 2013 and the consolidated statements of cash flows for the nine months ended September 30, 2014 and 2013 are unaudited, and, in the opinion of management, contain all adjustments necessary for fair presentation, consisting of only normal recurring adjustments.

Significant Accounting Policies

Restricted Cash

As of September 30, 2014 and December 31, 2013, restricted cash was $0.3 million and $12.7 million, respectively, of which $0.3 million and $12.3 million were classified in other long-term assets on the consolidated balance sheets at September 30, 2014 and December 31, 2013, respectively. During March 2014, $12.0 million was released as we were no longer required to cash collateralize a letter of credit for the benefit of one of our credit card processors.

New Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 amends the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. The amendments require expanded disclosures for discontinued operations that would provide users of financial statements with more information about the assets, liabilities, revenues, and expenses of discontinued operations and disclosure of the pretax profit or loss of individually significant components of an entity that do not qualify for discontinued operations reporting. ASU No. 2014-08 is to be applied prospectively to all disposals (or classifications as held for sale) of components of an entity and all businesses or nonprofit activities that, on acquisition, are classified as held for sale that occur within fiscal years, and interim periods within those years, beginning after December 15, 2014. The adoption of ASU No. 2014-08 is not expected to have a material impact on our results of operations, cash flows or financial position.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU No. 2014-09 requires entities to recognize revenue through the application of a five-step model, which includes identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligation and recognition of revenue as the entity satisfies the performance obligations. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance. ASU No. 2014-09 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the guidance to determine the potential impact of adopting ASU No. 2014-09 on its results of operations, cash flows and financial position.

In June 2014, the FASB issued ASU No. 2014-12 "Compensation - Stock Compensation (Topic 718) - Accounting for Share Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU No. 2014-12 is effective for interim and annual periods beginning after December 15, 2015. The amendments can be applied prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented and to all new or modified awards thereafter. Early adoption is permitted. The Company has determined that ASU No. 2014-12 will not have an impact on it results of operations, cash flows or financial position.

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern". ASU No, 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The adoption of ASU No. 2014-15 is not expected to have a material impact on our results of operations, cash flows or financial position. The Company is currently assessing the impact the adoption of ASU No. 2014-15 will have on its disclosures and results of operations, cash flows and financial position.

There are no other recently issued accounting pronouncements not yet adopted that we expect to have a material effect on the presentation or disclosure of our future consolidated operating results, cash flows or financial position.

Note 2. Property and Equipment, net

Property and equipment consists of the following:



	September 30,			December 31,
(in thousands)	2014			2013
Ships	$	868,621		$	823,195
Furniture, equipment, and other	12,666			11,645
Less: Accumulated depreciation and amortization	(208,150		)	(183,554		)
Property and equipment, net	$	673,137		$	651,286

During the nine months ended September 30, 2014, property and equipment, net increased $21.9 million. Capital expenditures, net of retirements totaled $46.4 million for the nine months ended September 30, 2014. The capitalized additions included ship improvements and refurbishments completed during the Seven Seas Mariner drydock and the contractual installment payment of approximately $23.4 million made to Fincantieri in July 2014 for Seven Seas Explorer. Depreciation expense on assets in service was $10.2 million and $8.2 million for the three months ended September 30, 2014 and 2013, respectively, and $28.8 million and $25.0 million for the nine months ended September 30, 2014 and 2013, respectively.

Note 3. Debt

Debt consists of the following:



	September 30,			December 31,
(in thousands)	2014			2013
$300 million term loan, 3.75% and 4.75% for 2014 and 2013, respectively, due through 2018	$	244,155		$	296,250
$225 million senior secured notes, 9.125%, due 2019	225,000			225,000
Total debt	469,155			521,250
Less: Original issue discount	(1,109		)	(1,738		)
Less: Current portion of long-term debt and discount	(2,214		)	(2,679		)
Long-term portion	$	465,832		$	516,833

Interest expense on third-party debt was $6.9 million (net of capitalized interest of $0.7 million) and $8.5 million (net of capitalized interest of $0.3 million) for the three months ended September 30, 2014 and 2013, respectively, and $21.8 million (net of capitalized interest of $1.4 million) and $26.6 million (net of capitalized interest of $0.3 million) for the nine months ended September 30, 2014 and 2013, respectively.

Term Loans

On February 7, 2014, we amended our existing $340.0 million credit facility, consisting of a $300.0 million term loan and a $40.0 million revolving credit facility. In conjunction with this amendment, $50.3 million of the term loan was prepaid such that the outstanding balance on the term loan of $296.3 million was reduced to $246.0 million. The interest rate margin on the amended term loan is 2.75% compared to 3.50% on the previously existing term loan and the LIBOR floor was reduced from 1.25% to 1.00%. The amended term loan requires quarterly payments of principal equal to $0.6 million beginning March 2014, with the remaining unpaid amount due and payable at maturity. Borrowings under the amended term loan are pre-payable in whole or in part at any time

without penalty, but are subject to a prepayment premium in the event of a refinancing of the term loan within six months of the amendment date. There were no changes to the terms of the $40.0 million revolving credit facility, the financial covenants or the maturity date of the credit facility. We paid $1.5 million of accrued interest, $1.2 million in arranger fees to participating creditors and $0.2 million in legal fees, in conjunction with the amendment.

We applied ASC 470-50 Debt - Modifications and Extinguishments to this transaction. After evaluating the criteria as applicable to syndicated loans, the repricing resulted in an extinguishment of debt for certain creditors whose balances were entirely repaid and in a debt modification for certain creditors whose terms were not substantially different before and after the amendment. The new fees paid and the previously existing deferred financing costs were proportionally allocated between modification and extinguishment. Of the $1.4 million in new fees, $1.2 million of the amendment fees were capitalized and are being amortized over the remaining term of the debt. Previously existing deferred financing costs and debt discount of $1.6 million and $0.4 million, respectively, allocated to the extinguishment were included in the calculation of loss on early extinguishment of debt, which resulted in a loss of $2.0 million and was recorded within other income (expense) in the consolidated statement of income and comprehensive income for the nine months ended September 30, 2014.

As of September 30, 2014 and December 31, 2013, the total undrawn amount available under the revolving credit facility was $40.0 million.

Debt Covenants

Our credit agreements and senior secured notes contain a number of covenants that impose operating and financial restrictions, including requirements that we maintain a minimum liquidity level, a maximum loan-to-value ratio, a minimum interest coverage ratio (applicable only to our revolving credit facility, if drawn) and restrictions on our and our subsidiaries’ ability to, among other things, incur additional indebtedness, incur liens on assets, make certain investments, issue disqualified stock and preferred stock, make restricted payments, pay dividends or make distributions, enter into certain transactions with affiliates, and consolidate or sell certain key assets. The newbuild loan facility contains financial covenants, including requirements that SSC maintain a minimum liquidity balance, that PCH as guarantor maintains a maximum total debt to EBITDA ratio, a minimum EBITDA to debt service ratio and a maximum total debt to total adjusted equity ratio, on the last day of the calendar year. As of September 30, 2014, we are in compliance with all financial covenants.

The following schedule represents the maturities of long-term debt:



(in thousands)
For the twelve months ended September 30,
2015	$	2,460
2016	2,460
2017	2,460
2018	2,460
2019	459,315
Thereafter	—
Total	$	469,155

Note 4. Derivative Instruments, Hedging Activities and Fair Value Measurements

We are exposed to market risks attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies as described below. The financial impacts of these hedging instruments are primarily offset by corresponding changes in the underlying exposures being hedged. We achieve this by closely matching the amount, term and conditions of the

derivative instrument with the underlying risk being hedged. We do not hold or issue derivative financial instruments for trading or other speculative purposes. We monitor our derivative positions using techniques including market valuations and sensitivity analyses.

Foreign Currency Exchange Risk

Our exposure to foreign currency exchange rate risks relates to our Euro denominated installment payments on our newbuild ship contract, vessel drydock and other operational expenses. We have entered into foreign currency swaps and collars to limit the exposure to movements in foreign currency exchange rates.

During August 2013, we entered into a foreign currency collar option with an aggregate notional amount €274.4 million ($346.6 million at September 30, 2014) to limit our exposure to foreign currency exchange rates for Euro denominated payments related to the ship construction contract for Seven Seas Explorer. The notional amount of the collar represents 80% of the construction contract of the vessel due at delivery. This foreign currency collar option was designated as a cash flow hedge at the inception of the instrument and will mature June 2016. The change in fair value of the effective portion of the derivative was recorded as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. Ineffective portions of the changes in fair value of the instrument will be recognized in other income (expense) in the statement of income and other comprehensive income. We recorded $0.1 million of ineffectiveness for the nine months ended September 30, 2014. There was no ineffectiveness recorded in 2013.

Fuel Price Risk

Our exposure to market risk for changes in fuel prices relates primarily to the consumption of fuel on our vessels. We use fuel derivative swap agreements to mitigate the financial impact of fluctuations in fuel prices. The fuel swaps do not qualify for hedge accounting; therefore, the changes in fair value of these fuel derivatives are recorded in other income (expense) in the accompanying consolidated statements of income and comprehensive income. As of September 30, 2014, we have hedged the variability in future cash flows for estimated fuel consumption requirements occurring through December 2015.

As of September 30, 2014 and December 31, 2013, we have entered into the following fuel swap agreements:



	Fuel Swap Agreements
	September 30, 2014		December 31, 2013
	(in barrels)
2014	73,500		188,850
2015	143,400		37,500

	Fuel Swap Agreements
	September 30, 2014		December 31, 2013
	(% hedged - estimated consumption)
2014	77	%	51	%
2015	38	%	10	%

We have certain fuel derivative contracts that are subject to margin requirements. For these specific fuel derivative contracts, we may be required to post collateral if the mark-to-market exposure assessed at our parent company level exceeds $3.0 million, on any business day. The amount of collateral required to be posted is an amount equal to the difference between the mark-to-market exposure and $3.0 million. At September 30, 2014, the fair market value of our derivative liability related to this counterparty was zero and we were not required to post any collateral for our fuel derivative instruments.

At September 30, 2014 and December 31, 2013, the fair values and line item captions of derivative instruments designated as hedging instruments under FASB ASC 815-20 were:



		Fair Value
(in thousands)	Balance Sheet Location	September 30, 2014		December 31, 2013
Foreign currency collar	Other long-term assets	$	—	$	2,702
	Total Derivatives Assets	$	—	$	2,702

Foreign currency collar	Other long-term liabilities	$	9,021	$	—
	Total Derivatives Liabilities	$	9,021	$	—

At September 30, 2014 and December 31, 2013, the fair values and line item captions of derivative instruments not designated as hedging instruments under FASB ASC 815-20 were:



		Fair Value
(in thousands)	Balance Sheet Location	September 30, 2014		December 31, 2013
Fuel hedges	Other current assets	$	—	$	813
Fuel hedges	Other long-term assets	—		58
	Total Derivatives Assets	$	—	$	871

Fuel hedges	Current liabilities - Derivative liabilities	$	1,205	$	—
Fuel hedges	Other long-term liabilities	105		—
	Total Derivatives Liabilities	$	1,310	$	—

The effect of derivative instruments qualifying and designated as hedging instruments on the consolidated financial statements for the three months ended September 30, 2014, was as follows:



(in thousands)	Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Location of Gain (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion excluded from Effectiveness Testing)
Foreign currency collar	(10,348		)	N/A	$	—	Other income (expense)	—
Total	$	(10,348	)		$	—		$	—

The effect of derivative instruments qualifying and designated as hedging instruments on the consolidated financial statements for the nine months ended September 30, 2014, was as follows:



(in thousands)	Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Location of Gain (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion excluded from Effectiveness Testing)
Foreign currency collar	$	(11,722	)	N/A	$	—	Other income (expense)	105
Total	$	(11,722	)		$	—		$	105

The effect of derivative instruments qualifying and designated as hedging instruments on the consolidated financial statements for the three and nine months ended September 30, 2013, was as follows:



(in thousands)	Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)			Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Location of Gain (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion excluded from Effectiveness Testing)
Foreign currency collar	$	(719	)	N/A	$	—	N/A	—
Total	$	(719	)		$	—		$	—

The effect of derivative instruments not designated as hedging instruments on the consolidated financial statements for the three and nine months ended September 30, 2014 and 2013 was:



	Location of Gain (Loss) Recognized in Income on Derivative Instruments	Amount of Gain (Loss) Recognized in Income on Derivative Instruments
		Three Months Ended September 30,
(in thousands)		2014			2013
Fuel hedges	Other income (expense)	(1,975		)	899
Total		$	(1,975	)	$	899



	Location of Gain (Loss) Recognized in Income on Derivative Instruments	Amount of Gain (Loss) Recognized in Income on Derivative Instruments
		Nine Months Ended September 30,
(in thousands)		2014			2013
Fuel hedges	Other income (expense)	(1,807		)	(206		)
Total		$	(1,807	)	$	(206	)

Fair Value Measurements

U.S GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions which market participants would use in pricing the asset or liability based on the best available information under the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:


•	Level 1 Inputs – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.


•	Level 2 Inputs – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability, either directly or indirectly.


•	Level 3 Inputs – Inputs that are unobservable for the asset or liability.

Fair Value of Financial Instruments

We use quoted prices in active markets when available to determine the fair value of our financial instruments. The fair value of our financial instruments that are not measured at fair value on a recurring basis are:



(in thousands)		Carrying Value				Fair Value
		September 30, 2014		December 31, 2013		September 30, 2014		December 31, 2013
Long-term bank debt	(a)	$	243,046	$	294,512	$	244,180	$	309,738
Senior secured notes		225,000		225,000		255,019		249,188
Total		$	468,046	$	519,512	$	499,199	$	558,926

(a) The carrying value is net of $1.1 million and $1.7 million of original issue discount as of September 30, 2014 and December 31, 2013, respectively.

Long-term bank debt: At September 30, 2014, we calculated the fair value of the long-term bank debt by adding the face value of the debt and the related accrued interest at September 30, 2014, as these loans are expected to be settled shortly after this reporting period, we consider these inputs to be level 2. See "Note 1. General Norwegian Cruise Line Holdings Ltd. Transaction." At December 31, 2013, level 2 inputs were used to calculate the fair value of our long-term bank debt, which was estimated using the present value of expected future cash flows and incorporates our risk profile. The valuation also takes into account debt maturity and interest rate based on the contract terms.

As previously reported at March 31, 2014, we corrected our fair value disclosure for long-term bank debt at December 31, 2013, from $292.6 million to $309.7 million. This revision relates to the correction of the discount rate used to fair value the debt. There was no impact to the consolidated balance sheet or statement of income and comprehensive income for the year ended December 31, 2013. We assessed the materiality of this disclosure error on the previously issued financial statements and concluded that the error was immaterial qualitatively and quantitatively to the previously issued financial statements.

Senior secured notes: At September 30, 2014, fair value was calculated by adding the face value of the notes, the prepayment penalty and the accrued interest as of September 30, 2014, as these loans are expected to be settled shortly after this reporting period, we consider these inputs to be level 2. See "Note 1. General Norwegian Cruise Line Holdings Ltd. Transaction.". At December 31, 2013 level 2 inputs were used to calculate the fair value of our senior secured notes, which was estimated using quoted market prices.

Other financial instruments: Due to their short-term maturities and no interest rate, currency or price risk, the carrying amounts of cash and cash equivalents, passenger deposits, accrued interest, and accrued expenses approximate their fair values. We consider these inputs to be Level 1 as all are observable and require no judgment for valuation.

The following table presents information about our financial instrument assets that are measured at fair value on a recurring basis:



(in thousands)		As of September 30, 2014								As of December 31, 2013
Description		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets
Derivative financial instruments	(a)	$	—	$	—	$	—	$	—	$	3,573	$	—	3,573		$	—
Total Assets		$	—	$	—	$	—	$	—	$	3,573	$	—	$	3,573	$	—
Liabilities
Derivative financial instruments		$	10,331	$	—	$	10,331	$	—	$	—	$	—	$	—	$	—
Total liabilities		$	10,331	$	—	$	10,331	$	—	$	—	$	—	$	—	$	—

(a) As of September 30, 2014, derivative financial instruments liabilities of $1.2 million and $9.1 million are classified as other current liabilities and other long-term liabilities, respectively, in the consolidated balance sheets. As of December 31, 2013, $0.8 million was classified as other current assets and $2.8 million was classified as other long-term assets in the consolidated balance sheets.

Our derivative financial instruments consist of fuel swaps and a foreign currency exchange collar. Fair value is derived using the valuation models that utilize the income value approach. These valuation models take into account the derivative contract terms, such as maturity, and inputs, such as forward fuel prices, forward exchange rates, discount rates, creditworthiness of the counterparty and ourselves, as well as other data points. The data sources utilized in these valuation models that are significant to the fair value measurement are classified as Level 2 sources in the fair value input level hierarchy.

Non-recurring Measurements of Non-financial Assets

Goodwill and indefinite-lived intangible assets not subject to amortization are reviewed for impairment on an annual basis or earlier if there is an event or change in circumstances that would indicate that the carrying value of these assets could not be fully recovered. For goodwill, if the carrying amount of the reporting unit exceeds the estimated discounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the reporting unit to its estimated fair value. For indefinite-lived intangible assets, if the carrying amount of the asset exceeds the estimated discounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the asset to its fair value.

Other long-lived assets, such as our ships, are reviewed for impairment whenever events or changes in circumstances indicate an asset's carrying amount may not be recoverable. If the carrying amount exceeds the estimated expected undiscounted future cash flows, we measure the amount of the impairment by comparing its

carrying amount to its estimated fair value. The estimation of fair value measured by undiscounted or discounted expected future cash flows would be considered Level 3 inputs.

An entity has the option to assess the fair value of a reporting unit using either a qualitative analysis (“step zero”) or a discounted cash flow analysis (“step one”). Similarly, an entity has the option to use a step zero or step one approach to assess the fair value of indefinite-lived assets. As of September 30, 2014, we used the step zero approach to assess the fair value of our reporting unit and the recoverability of indefinite-lived intangible assets. We reviewed various factors during our step zero assessment such as our financial performance, macroeconomics conditions, industry and market considerations and costs factors. Based on our assessments, we determined it was "more likely-than-not" that the fair value of our reporting unit and indefinite-lived assets exceeded our carrying amount. As of September 30, 2013, we elected to forgo the qualitative assessment and use the step one analysis for both goodwill impairment and indefinite-lived intangible asset impairment using the discounted cash flow analysis and the relief from royalty method, respectively. Based on the discounted cash flow model, we determined that the fair value of our reporting unit and our indefinite-lived assets exceeded our carrying amount. As such, we did not record any goodwill or indefinite-lived intangible asset impairment charges during 2014 and 2013.

Note 5. Commitments and Contingencies

Contingencies – Litigation

On an ongoing basis, we assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of such actions, we use our judgment to determine if it is probable that we will incur an expense related to the settlement or final adjudication of such matters and whether a reasonable estimation of such probable loss can be made. In assessing probable losses, we take into consideration estimates of the amount of insurance recoveries, if any. We accrue a liability when we believe a loss is probable and the amount of loss can be reasonably estimated. The majority of claims are covered by insurance and we believe the outcome of such claims, net of estimated insurance recoveries, will not have a material adverse impact on our financial condition, results of operations or cash flows.

Other

As mandated by the Federal Maritime Commission ("FMC") for sailings from U.S. ports, the availability of passenger deposits received for future sailings is restricted until the completion of the related sailing in accordance with FMC regulations. We met this obligation as of September 30, 2014 by posting a $22.0 million surety bond. Our surety bond obligation will increase to $30.0 million in April 2015.

Note 6. Accumulated Other Comprehensive (Loss) Income

The following schedule represents the changes in accumulated other comprehensive (loss) income by component for the three months ended September 30, 2014 and 2013:



(in thousands)	Change related to Cash Flow Hedges
	Three Months Ended September 30,
	2014			2013
Beginning balance	$	1,223		$	—
Other comprehensive loss before reclassifications	(10,348		)	(719		)
Net current-period other comprehensive loss	(10,348		)	(719		)
Ending balance	$	(9,125	)	$	(719	)

The following schedule represents the changes in accumulated other comprehensive (loss) income by component for the nine months ended September 30, 2014 and 2013:

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(in thousands)	Change related to Cash Flow Hedges
	Nine Months Ended September 30,
	2014			2013
Beginning balance	$	2,702		$	—
Other comprehensive loss before reclassifications	(11,722		)	(719		)
Amount reclassified from accumulated other comprehensive loss to other income (expense)	(105		)	—
Net current-period other comprehensive loss	(11,827		)	(719		)
Ending balance	$	(9,125	)	$	(719	)

The gain or loss on the foreign currency collar is deferred, classified as accumulated other comprehensive income and will be reclassified into earnings when the ship is placed into service and amortized over its estimated useful life. We do not expect any amounts to be reclassified out of accumulated other comprehensive income within the next twelve months.

Note 7. Condensed Consolidating Financial Information

Our $225 million senior secured notes are collateralized by our vessels and guaranteed fully and unconditionally, jointly and severally by all our subsidiaries (the "Guarantors" and each a "Guarantor"). These Guarantors are 100% owned subsidiaries of SSC.

The following condensed consolidating financial statements for SSC and the Guarantors present condensed consolidating statements of income (loss) and comprehensive income (loss) for the three and nine months ended September 30, 2014 and 2013, condensed consolidating balance sheets as of September 30, 2014 and December 31, 2013 and condensed consolidating statements of cash flows for the nine months ended September 30, 2014 and 2013, using the equity method of accounting, as well as elimination entries necessary to consolidate the parent company and all of its subsidiaries.

On February 4, 2013, Seven Seas Voyager and Seven Seas Navigator exited the UK tonnage tax regime and are no longer required to abide by certain UK specific regulations. Also on this date, we transferred these ships to new legal entities domiciled in the United States. The new vessel-owning subsidiaries are each a Guarantor. These transactions had no impact on our subsidiary guarantor financial statements within our condensed consolidating financial statements. Previously, SSC had charter hire agreements in place with the two UK subsidiaries, which previously owned Seven Seas Voyager and Seven Seas Navigator. These agreements required SSC to pay a daily hire fee to the subsidiary to administratively manage the vessels. The costs incurred by the vessel owning subsidiaries included deck and engine, crew payroll and expenses, vessel insurance and depreciation. These charter hire agreements were novated to the new legal entities. On January 1, 2014, these charter hire agreements were terminated. As a result, charter hire fees, crew payroll and deck and engine expenses are no longer recorded to the vessel owning subsidiaries. In addition to the vessel owning subsidiaries, we have a sales and marketing office that is a Guarantor.

Each subsidiary guarantee will be automatically released upon any one or more of the following circumstances: the subsidiary is sold or sells all of its assets; the subsidiary is declared “unrestricted” for covenant purposes; the subsidiary’s guarantee of other indebtedness is terminated or released; the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied; or the subsidiary transfers ownership of a mortgaged vessel in connection with a permitted reflagging transaction.

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Condensed Consolidating Balance Sheets
	September 30, 2014
(in thousands)	Parent			Subsidiaries Guarantors		Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	119,036		$	3,822	$	—		$	122,858
Restricted cash	59			—		—			59
Trade and other receivables, net	7,369			271		—			7,640
Inventories	8,285			—		—			8,285
Prepaid expenses	18,356			995		—			19,351
Intercompany receivable	265,957			—		(265,957		)	—
Other current assets	2,544			—		—			2,544
Total current assets	421,606			5,088		(265,957		)	160,737
Property and equipment, net	143,982			529,155		—			673,137
Goodwill	404,858			—		—			404,858
Intangible assets, net	80,748			—		—			80,748
Other long-term assets	23,650			—		—			23,650
Investment in subsidiaries	265,964			—		(265,964		)	—
Total assets	$	1,340,808		$	534,243	$	(531,921	)	$	1,343,130

Liabilities and Members' Equity
Current liabilities
Trade and other payables	$	3,958		$	783	$	—		$	4,741
Related party payables	1,646			411		—			2,057
Intercompany payables	—			265,957		(265,957		)	—
Accrued expenses	43,859			1,128		—			44,987
Passenger deposits	192,716			—		—			192,716
Derivative liabilities	1,205			—		—			1,205
Current portion of long-term debt	2,214			—		—			2,214
Total current liabilities	245,598			268,279		(265,957		)	247,920
Long-term debt	465,832			—		—			465,832
Other long-term liabilities	23,248			—		—			23,248
Total liabilities	734,678			268,279		(265,957		)	737,000
Commitments and contingencies
Members' equity
Contributed capital	565,395			134,036		(134,036		)	565,395
Retained earnings	49,860			131,928		(131,928		)	49,860
Accumulated other comprehensive loss	(9,125		)	—		—			(9,125		)
Total members' equity	606,130			265,964		(265,964		)	606,130
Total liabilities and members' equity	$	1,340,808		$	534,243	$	(531,921	)	$	1,343,130

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Condensed Consolidating Balance Sheets
	December 31, 2013
(in thousands)	Parent		Subsidiaries Guarantors			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	137,494	$	1,032		$	—		$	138,526
Restricted cash	367					—			367
Trade and other receivables, net	7,503		203			—			7,706
Inventories	4,955		2,397			—			7,352
Prepaid expenses	18,661		2,605			—			21,266
Intercompany receivable	262,359		795			(263,154		)	—
Other current assets	3,007		—			—			3,007
Total current assets	434,346		7,032			(263,154		)	178,224
Property and equipment, net	107,519		543,767			—			651,286
Goodwill	404,858		—			—			404,858
Intangible assets, net	81,324		—			—			81,324
Other long-term assets	36,776		—			—			36,776
Investment in subsidiaries	284,139		—			(284,139		)	—
Total assets	$	1,348,962	$	550,799		$	(547,293	)	$	1,352,468

Liabilities and Members' Equity
Current liabilities
Trade and other payables	$	3,968	$	1,830		$	—		$	5,798
Related party payables	1,985		(425		)	—			1,560
Intercompany payables	795		262,359			(263,154		)	—
Accrued expenses	45,258		2,896			—			48,154
Passenger deposits	194,173		—			—			194,173
Current portion of long-term debt	2,679		—			—			2,679
Total current liabilities	248,858		266,660			(263,154		)	252,364
Long-term debt	516,833		—			—			516,833
Other long-term liabilities	8,896		—			—			8,896
Total liabilities	774,587		266,660			(263,154		)	778,093
Commitments and contingencies
Members' equity
Contributed capital	564,830		134,036			(134,036		)	564,830
Retained earnings	6,843		150,103			(150,103		)	6,843
Accumulated other comprehensive income	2,702		—			—			2,702
Total members' equity	574,375		284,139			(284,139		)	574,375
Total liabilities and members' equity	$	1,348,962	$	550,799		$	(547,293	)	$	1,352,468

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Condensed Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Three Months Ended September 30, 2014
(in thousands)	Parent			Subsidiaries Guarantors			Eliminations			Consolidated
Revenue
Passenger ticket	$	152,642		$	—		$	—		$	152,642
Onboard and other	17,174			5			—			17,179
Related Party Revenue	—			3,575			(3,575		)	—
Total revenue	169,816			3,580			(3,575		)	169,821

Cruise operating expense
Commissions, transportation and other	51,513			1,280			(1,235		)	51,558
Onboard and other	4,429			1			—			4,430
Payroll, related and food	20,744			—			—			20,744
Fuel	9,494			—			—			9,494
Other ship operating	11,749			—			—			11,749
Other	16			1,160			—			1,176
Total cruise operating expense	97,945			2,441			(1,235		)	99,151
Other operating expense
Selling and administrative	21,061			2,102			(2,340		)	20,823
Depreciation and amortization	5,413			4,877			—			10,290
Total operating expense	124,419			9,420			(3,575		)	130,264
Operating income (loss)	45,397			(5,840		)	—			39,557

Non-operating income (expense)
Interest income	58			1			—			59
Interest expense	(7,773		)	—			—			(7,773		)
Other income (expense)	(2,164		)	(80		)	—			(2,244		)
Equity in losses of subsidiaries	(5,992		)	—			5,992			—
Total non-operating income (expense)	(15,871		)	(79		)	5,992			(9,958		)
Income (loss) before income taxes	29,526			(5,919		)	5,992			29,599
Income tax expense	(11		)	(73		)	—			(84		)
Net income (loss)	29,515			(5,992		)	5,992			29,515

Other comprehensive income (loss):
Change in fair value of derivatives	(10,348		)	—			—			(10,348		)
Total comprehensive income (loss)	$	19,167		$	(5,992	)	$	5,992		$	19,167

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Condensed Consolidating Statements of Income and Comprehensive Income
	Three Months Ended September 30, 2013
(in thousands)	Parent			Subsidiaries Guarantors			Eliminations			Consolidated
Revenue
Passenger ticket	$	149,771		$	—		$	—		$	149,771
Onboard and other	16,185			—			—			16,185
Related Party Revenue	—			27,534			(27,534		)	—
Total revenue	165,956			27,534			(27,534		)	165,956

Cruise operating expense
Commissions, transportation and other	50,312			1,128			(1,085		)	50,355
Onboard and other	4,650			1			—			4,651
Payroll, related and food	17,264			3,238			—			20,502
Fuel	9,855			—			—			9,855
Other ship operating	8,271			2,941			—			11,212
Other	24,532			1,176			(24,446		)	1,262
Total cruise operating expense	114,884			8,484			(25,531		)	97,837
Other operating expense
Selling and administrative	18,405			1,814			(2,003		)	18,216
Depreciation and amortization	4,187			4,877			—			9,064
Total operating expense	137,476			15,175			(27,534		)	125,117
Operating income	28,480			12,359			—			40,839

Non-operating income (expense)
Interest income	65			2			—			67
Interest expense	(9,375		)	—			—			(9,375		)
Other income (expense)	1,148			124			—			1,272
Equity in earnings of subsidiaries	12,438			—			(12,438		)	—
Total non-operating expense	4,276			126			(12,438		)	(8,036		)
Income before income taxes	32,756			12,485			(12,438		)	32,803
Income tax benefit (expense)	132			(47		)	—			85
Net income	32,888			12,438			(12,438		)	32,888
Other comprehensive income:
Change in fair value of derivatives	(719		)	—			—			(719		)
Total comprehensive income	$	32,169		$	12,438		$	(12,438	)	$	32,169

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Condensed Consolidating Statements of Income (Loss) and Comprehensive Income (Loss)
	Nine Months Ended September 30, 2014
(in thousands)	Parent			Subsidiaries Guarantors			Eliminations			Consolidated
Revenue
Passenger ticket	$	400,322		$	—		$	—		400,322
Onboard and other	44,706			6			—			44,712
Related party revenue	—			12,948			(12,948		)	—
Total revenue	445,028			12,954			(12,948		)	445,034

Cruise operating expense
Commissions, transportation and other	136,190			6,487			(6,378		)	136,299
Onboard and other	12,894			3						12,897
Payroll, related and food	60,162			—			—			60,162
Fuel	30,248			—			—			30,248
Other ship operating	31,930			1			—			31,931
Other	5,857			3,730			—			9,587
Total cruise operating expense	277,281			10,221			(6,378		)	281,124
Other operating expense
Selling and administrative	63,392			6,115			(6,570		)	62,937
Depreciation and amortization	14,739			14,632			—			29,371
Total operating expense	355,412			30,968			(12,948		)	373,432
Operating income (loss)	89,616			(18,014		)	—			71,602

Non-operating income (expense)
Interest income	183			4			—			187
Interest expense	(24,515		)	—			—			(24,515		)
Other income (expense)	(3,904		)	(80		)	—			(3,984		)
Equity in losses of subsidiaries	(18,175		)	—			18,175			—
Total non-operating income (expense)	(46,411		)	(76		)	18,175			(28,312		)
Income (loss) before income taxes	43,205			(18,090		)	18,175			43,290
Income tax expense	(188		)	(85		)	—			(273		)
Net income (loss)	43,017			(18,175		)	18,175			43,017

Other comprehensive income (loss):
Change in fair value of derivatives	(11,722		)	—			—			(11,722		)
Cash flow hedge reclassified into earnings	(105		)	—			—			(105		)
Total comprehensive income (loss)	$	31,190		$	(18,175	)	$	18,175		$	31,190

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Condensed Consolidating Statements of Income and Comprehensive Income
	Nine Months Ended September 30, 2013
(in thousands)	Parent			Subsidiaries Guarantors			Eliminations			Consolidated
Revenue
Passenger ticket	$	392,983		$	—		$	—		$	392,983
Onboard and other	40,026			—			—			40,026
Related Party Revenue	—			82,921			(82,921		)	—
Total revenue	433,009			82,921			(82,921		)	433,009

Cruise operating expense
Commissions, transportation and other	139,478			4,655			(4,569		)	139,564
Onboard and other	11,107			19			—			11,126
Payroll, related and food	50,022			9,900			—			59,922
Fuel	31,384			—			—			31,384
Other ship operating	22,524			10,403			—			32,927
Other	72,791			3,534			(72,542		)	3,783
Total cruise operating expense	327,306			28,511			(77,111		)	278,706
Other operating expense
Selling and administrative	59,592			5,983			(5,810		)	59,765
Depreciation and amortization	12,802			14,630			—			27,432
Total operating expense	399,700			49,124			(82,921		)	365,903
Operating income	33,309			33,797			—			67,106

Non-operating income (expense)
Interest income	202			4			—			206
Interest expense	(29,066		)	—			—			(29,066		)
Other income (expense)	(3,988		)	64			—			(3,924		)
Equity in earnings of subsidiaries	33,799			—			(33,799		)	—
Total non-operating income (expense)	947			68			(33,799		)	(32,784		)
Income before income taxes	34,256			33,865			(33,799		)	34,322
Income tax benefit (expense)	42			(66		)	—			(24		)
Net income	34,298			33,799			(33,799		)	34,298
Other comprehensive income:
Change in fair value of derivatives	(719		)	—			—			(719		)
Total comprehensive income	$	33,579		$	33,799		$	(33,799	)	$	33,579

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Condensed Consolidating Statements of Cash Flows
	Nine Months Ended September 30, 2014
(in thousands)	Parent			Subsidiaries Guarantors			Eliminations		Consolidated
Net cash provided by operating activities	$	80,424		$	2,841		$	—	$	83,265
Cash flows from investing activities
Purchases of property and equipment	(51,227		)	(19		)	—		(51,246		)
Change in restricted cash	12,347			—			—		12,347
Other	(113		)	—			—		(113		)
Net cash used in investing activities	(38,993		)	(19		)	—		(39,012		)
Cash flows from financing activities
Repayment of long-term debt	(52,095		)	—			—		(52,095		)
Debt related costs	(7,077		)	—			—		(7,077		)
PCI offering costs	(571		)	—			—		(571		)
Net cash used in financing activities	(59,743		)	—			—		(59,743		)
Effect of exchange rate changes on cash and cash equivalents	(146		)	(32		)	—		(178		)
Net (decrease) increase in cash and cash equivalents	(18,458		)	2,790			—		(15,668		)
Cash and cash equivalents
Beginning of period	137,494			1,032			—		138,526
End of period	$	119,036		$	3,822		$	—	$	122,858



Condensed Consolidating Statements of Cash Flows
	Nine Months Ended September 30, 2013
(in thousands)	Parent			Subsidiaries Guarantors			Eliminations		Consolidated
Net cash provided by operating activities	$	80,839		$	1,156		$	—	$	81,995
Cash flows from investing activities
Purchases of property and equipment	(32,249		)	(13		)	—		(32,262		)
Change in restricted cash	7,585			—			—		7,585
Other	(165		)	—			—		(165		)
Net cash provided by (used in) investing activities	(24,829		)	(13		)	—		(24,842		)
Cash flows from financing activities
Debt related costs	(9,239		)	—			—		(9,239		)
Payments on other financing obligations	(2,000		)	—			—		(2,000		)
Net cash used in financing activities	(11,239		)	—			—		(11,239		)
Effect of exchange rate changes on cash and cash equivalents	5			2			—		7
Net increase in cash and cash equivalents	44,776			1,145			—		45,921
Cash and cash equivalents
Beginning of period	98,815			1,042			—		99,857
End of period	$	143,591		$	2,187		$	—	$	145,778

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Concerning Factors That May Affect Future Results

The discussion under this caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this quarterly report includes forward-looking statements, as defined under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects and objectives of management for future operations (including development plans and objectives relating to our activities), made in this quarterly report are forward-looking. Many, but not all, of these statements can be found by looking for terms like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “could,” “will,” “may,” “might,” “forecast,” “estimate,” “intend,” and “future” and for similar words. Forward-looking statements reflect management's current expectations and do not guarantee future performance and may involve risks, uncertainties and other factors that are difficult to predict and many of which are beyond our control. These factors 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:


•	adverse economic conditions that may affect consumer demand for cruises, such as declines in the securities and real estate markets, declines in disposable income and consumer confidence;


•	changes in cruise capacity, as well as capacity changes in the overall vacation industry;


•	intense competition from other cruise companies, as well as non-cruise vacation alternatives, which may affect our ability to compete effectively;


•	the delivery schedules and estimated costs of newbuilds, in particular Seven Seas Explorer, on terms that are favorable or consistent with our expectations;


•	our substantial leverage, including the inability to generate the necessary amount of cash to service our existing debt and the incurrence of substantial indebtedness in the future;


•	continued availability under our loan agreements and compliance with the covenants under our loan agreements and our senior secured notes;


•	changes in interest rates, fuel costs, or foreign currency rates;


•	the risks associated with operating internationally;


•	changes in general economic, business and geopolitical conditions;


•	the impact of changes in the global credit markets on our ability to borrow and our counterparty credit risks, including with respect to our loan agreements, derivative instruments, contingent obligations and insurance contracts;


•	the impact of problems encountered at shipyards, as well as any potential claim, impairment, loss, cancellation or breach of contract in connection with any contracts we have with shipyards;


•	the impact of any future changes relating to how travel agents sell and market our cruises;


•	the impact of any future increases in the price of, or major changes or reduction in, commercial airline services;


•	the impact of seasonal variations in passenger fare rates and occupancy levels at different times of the year;


•	adverse events impacting the security of travel that may affect consumer demand for cruises, such as terrorist acts, acts of piracy, armed conflict and other international events, including political hostilities or war;


•	the impact of the spread of contagious diseases;


•	the impact of mechanical failures or accidents involving our ships and the impact of delays, costs and other factors resulting from emergency ship repairs, as well as scheduled maintenance, repairs and refurbishment of our ships;


•	accidents, criminal behavior and other incidents affecting the health, safety, security and vacation satisfaction of passengers and causing damage to ships, which could, in each case, cause reputation harm, the modification of itineraries or cancellation of a cruise or series of cruises;


•	the continued availability of attractive port destinations;


•	our ability to attract and retain qualified shipboard crew members and key personnel;


•	the impact of any breaches in our data security or other disturbances to our information technology and other networks; and


•	changes involving the corporate, tax, environmental, health, safety and other regulatory regimes in which we operate.

The above examples are not exhaustive. From time to time, new risks emerge and existing risks increase in relative importance to our operations. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein 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. 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 will operate in the future. These forward-looking statements speak only as of the date of this report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and in our risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 11, 2014.

Key Operational and Financial Metrics, including Non-GAAP

We use a variety of operational and financial metrics which are defined below to evaluate our performance and financial condition. We use certain non-GAAP measures, such as EBITDA, Adjusted EBITDA, Net Per Diems, Net Yields, and Net Cruise Costs to enable us to analyze our performance and financial condition. We use these financial measures to manage our business on a day-to-day basis and believe that they are the most relevant measures of our performance. Some of these measures are commonly used in the cruise industry to measure performance. We believe these non-GAAP measures provide expanded insight to measure revenue and cost performance, in addition to the standard United States GAAP based financial measures. There are no specific rules or regulations for determining non-GAAP measures, and as such, there exists the possibility that they may not be comparable to other companies within our industry. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

EBITDA is net income (loss) excluding depreciation and amortization, net interest expense, and income tax benefit (expense).

Adjusted EBITDA is net income (loss) excluding depreciation and amortization, interest income, interest expense, other income (expense), and income tax benefit (expense), and other supplemental adjustments in connection with the calculation of certain financial ratios in accordance with our debt agreements. Management believes Adjusted EBITDA, when considered along with other performance measures, is a useful measure as it reflects certain operating drivers of our business, such as sales growth, operating costs, selling and administrative expense, and other operating income and expense. Management believes Adjusted EBITDA can provide a more complete understanding of the underlying operating results and trends and an enhanced overall understanding of our financial performance and prospects for the future. While Adjusted EBITDA is not a recognized measure under GAAP, management uses this financial measure to evaluate and forecast our business performance. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net income 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 is subject to certain additional adjustments as permitted under our debt agreement. Our use of Adjusted EBITDA may not be comparable to other companies within our industry. Management compensates for these limitations by using Adjusted EBITDA as only one of several measures for evaluating our business performance. In addition, capital expenditures, which impact depreciation and amortization, interest expense, and income tax benefit (expense), are reviewed separately by management.

Available Passenger Cruise Days (“APCD”) is our measurement of capacity and represents double occupancy per cabin multiplied by the number of cruise days for the period. We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers which cause our cruise revenue and expense to vary.

Gross Cruise Cost represents the sum of total cruise operating expense plus selling and administrative expense.

Gross Yield represents total revenue per APCD.

Net Cruise Cost represents Gross Cruise Cost excluding commissions, transportation and other expense, and onboard and other expense (each of which is described below under Description of Certain Line Items).

Net Cruise Cost, excluding Fuel and Other represents Gross Cruise Cost excluding commissions, transportation and other expense, onboard and other expense, fuel expense and other expense (each of which is described below under Description of Certain Line Items).

Net Per Diem represents Net Revenue divided by Passenger Days Sold.

Net Revenue represents total revenue less commissions, transportation and other expense, and onboard and other expense (each of which is described below under Description of Certain Line Items).

Net Yield represents Net Revenue per APCD.

Occupancy is calculated by dividing Passenger Days Sold by APCD.

Passenger Days Sold (“PDS”) represents the number of revenue passengers carried for the period multiplied by the number of days within the period of their respective cruises.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 11, 2014.

Seasonality

Our revenues are seasonal and based on demand for cruises. Demand is strongest for cruises during the Northern Hemisphere's summer months and holidays. In order to mitigate the impact of the winter weather in the Northern Hemisphere and to capitalize on the summer season in the Southern Hemisphere, we deploy our ships to South America, Asia, Australia, the South Pacific and the Caribbean during the Northern Hemisphere winter months.

Financial Presentation

Description of Certain Line Items

Revenues

Our revenue consists of the following:


•	Passenger ticket revenue consists of gross revenue recognized from the sale of passenger tickets net of dilutions, such as shipboard credits and certain included passenger shipboard event costs. Also included is gross revenue for air and related ground transportation sales.

•

Onboard and other revenue consists of revenue derived from the sale of goods and services rendered onboard the ships (net of related concessionaire costs), travel insurance (net of related costs), and cancellation fees. Also included in Onboard and other revenue is gross revenue from pre- and post-cruise hotel accommodations, shore excursions, land packages, and ground transportation for which we assume the risks of loss for collections and cancellations. Certain of our cruises include free unlimited shore excursions (“FUSE”) and/or free pre-cruise hotel accommodations, and such free excursions and hotel accommodations have no revenue attributable to them. The costs for FUSE and free pre-cruise

hotel accommodations are included in commissions, transportation and other expense in the consolidated statements of income and comprehensive income.

•

Cash collected in advance for future cruises is recorded as a passenger deposit liability. Those deposits for sailings traveling more than 12 months in the future are classified as a long-term liability. We recognize the revenue associated with these cash collections in the period in which the cruise occurs. For cruises that occur over multiple periods, revenue is prorated and recognized ratably in each period based on the overall length of the cruise. Cancellation fee revenue, along with associated commission expense and travel insurance revenue, if any, are recorded in the period the cancellation occurs.

Expenses

Cruise Operating Expense

Our cruise operating expense consists of the following:


•	Commissions, transportation and other consists of payments made to travel agencies that sell our product, costs associated with air and related ground transportation pre-sold to our guests, all credit card fees, and the costs associated with FUSE and pre-cruise hotel accommodations included as part of the overall cruise purchase price.


•	Onboard and other consists of costs related to land packages and ground transportation, as well as shore excursions and hotel accommodations costs not included in commissions, transportation and other.

•

Payroll, related and food consists of the costs of crew payroll and related expenses for shipboard personnel, as well as food expenses for both passengers and crew. We include food and payroll costs in a single expense line item as we contract with a single vendor to provide many of our hotel and restaurant services, including both food and labor costs, which are billed on a per-passenger basis. This per-passenger fee reflects the cost of both of the aforementioned expenses.


•	Fuel consists of fuel costs and related delivery and storage costs.


•	Other ship operating consists of port, deck and engine, certain entertainment-related expenses, and hotel consumables expenses.


•	Other consists primarily of drydock, ship insurance costs, and loss on disposals.

Selling and administrative expense

Selling and administrative expense includes advertising and promotional activities, shoreside personnel wages, benefits and expenses relating to our worldwide offices, professional fees, information technology support, our reservation call centers, and related support activities. Such expenditures are generally expensed in the period incurred.

Recently Adopted and Future Application of Accounting Standards

Refer to "Note 1. General" New Accounting Pronouncements in the notes to the consolidated financial statements.

Executive Overview


•	Third quarter 2014 revenue was $169.8 million, an increase of $3.8 million or 2.3% over the third quarter of 2013;


•	Adjusted EBITDA increased 4.1% to $52.6 million in the third quarter of 2014 from $50.5 million in the third quarter of 2013;


•	Net Yield increased 2.6% to $654.66 in the third quarter of 2014 from $638.08 in the third quarter of 2013;


•	Occupancy decreased by 0.6 percentage points to 97.0% for the third quarter of 2014 from 97.6% for the third quarter of 2013;


•	Available Passenger Cruise Days were 173,880 for the third quarter of 2014 and 2013, as there were no dry docks in either quarter;


•	Net Cruise Cost, excluding Fuel and Other, per APCD, increased 6.8% in the third quarter of 2014 versus the same period 2013 resulting from an increase in professional fees related to strategic projects;


•	Fuel expense, net of settled fuel hedges was $9.5 million for the third quarter of 2014 compared to $9.7 million for the third quarter of 2013, a decrease of 1.8% due to lower consumption.

Results of Operations

Operating results for the three months ended September 30, 2014 compared to the three months ended September 30, 2013 are shown in the following table:



	Three Months Ended September 30,
	2014					2013
(in thousands)				% of Total Revenues					% of Total Revenues
Revenue
Passenger ticket	$	152,642		89.9	%	$	149,771		90.2	%
Onboard and other	17,179			10.1	%	16,185			9.8	%
Total revenue	169,821			100.0	%	165,956			100.0	%

Cruise operating expense
Commissions, transportation and other	51,558			30.4	%	50,355			30.3	%
Onboard and other	4,430			2.6	%	4,651			2.8	%
Payroll, related and food	20,744			12.2	%	20,502			12.4	%
Fuel	9,494			5.6	%	9,855			5.9	%
Other ship operating	11,749			6.9	%	11,212			6.8	%
Other	1,176			0.7	%	1,262			0.8	%
Total cruise operating expense	99,151			58.4	%	97,837			59.0	%
Other operating expense
Selling and administrative	20,823			12.3	%	18,216			11.0	%
Depreciation and amortization	10,290			6.1	%	9,064			5.5	%
Total operating expense	130,264			76.8	%	125,117			75.4	%
Operating income	39,557			23.2	%	40,839			24.6	%

Non-operating income (expense)
Interest income	59			—	%	67			—	%
Interest expense	(7,773		)	(4.6	)%	(9,375		)	(5.6	)%
Other income (expense)	(2,244		)	(1.3	)%	1,272			0.8	%
Total non-operating expense	(9,958		)	(5.9	)%	(8,036		)	(4.8	)%
Income before income taxes	29,599			17.3	%	32,803			19.8	%
Income tax (expense) benefit	(84		)	—	%	85			0.1	%
Net income	$	29,515		17.3	%	$	32,888		19.8	%

Operating results for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 are shown in the following table:



	Nine Months Ended September 30,
	2014					2013
(in thousands)				% of Total Revenues					% of Total Revenues
Revenue
Passenger ticket	$	400,322		90.0	%	$	392,983		90.8	%
Onboard and other	44,712			10.0	%	40,026			9.2	%
Total revenue	445,034			100.0	%	433,009			100.0	%

Cruise operating expense
Commissions, transportation and other	136,299			30.6	%	139,564			32.2	%
Onboard and other	12,897			2.9	%	11,126			2.6	%
Payroll, related and food	60,162			13.5	%	59,922			13.8	%
Fuel	30,248			6.8	%	31,384			7.2	%
Other ship operating	31,931			7.2	%	32,927			7.6	%
Other	9,587			2.2	%	3,783			0.9	%
Total cruise operating expense	281,124			63.2	%	278,706			64.4	%
Other operating expense
Selling and administrative	62,937			14.1	%	59,765			13.8	%
Depreciation and amortization	29,371			6.6	%	27,432			6.3	%
Total operating expense	373,432			83.9	%	365,903			84.5	%
Operating income	71,602			16.1	%	67,106			15.5	%

Non-operating income (expense)
Interest income	187			—	%	206			—	%
Interest expense	(24,515		)	(5.5	)%	(29,066		)	(6.7	)%
Other income (expense)	(3,984		)	(0.9	)%	(3,924		)	(0.9	)%
Total non-operating expense	(28,312		)	(6.4	)%	(32,784		)	(7.6	)%
Income before income taxes	43,290			9.7	%	34,322			7.9	%
Income tax expense	(273		)	(0.1	)%	(24		)	—	%
Net income	$	43,017		9.6	%	$	34,298		7.9	%

The following table sets forth selected statistical information. Passenger Days Sold refers to the number of revenue passengers carried for the period multiplied by the number of days within the period in their respective cruises. Available Passenger Cruise Days refers to a measurement of capacity that represents double occupancy per suite multiplied by the number of cruise days for the period.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Passenger Days Sold	168,678		169,659		487,833		492,769
Available Passenger Cruise Days	173,880		173,880		508,970		515,970
Occupancy	97.0	%	97.6	%	95.8	%	95.5	%

Adjusted EBITDA was calculated as follows:



(in thousands)	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net income	$	29,515		$	32,888		$	43,017		$	34,298
Interest income	(59		)	(67		)	(187		)	(206		)
Interest expense	7,773			9,375			24,515			29,066
Depreciation and amortization	10,290			9,064			29,371			27,432
Income tax expense (benefit)	84			(85		)	273			24
Other (income) expense	2,244			(1,272		)	3,984			3,924
Equity-based compensation/transactions (a)	439			143			1,020			572
Fuel hedge gain (loss) (b)	(33		)	151			375			214
Loss on disposal (c)	—			—			187			—
Other addback expenses per credit agreement (d)	2,322			304			2,738			3,111
Adjusted EBITDA	$	52,575		$	50,501		$	105,293		$	98,435


(a)	Equity-based compensation/transactions represent stock compensation expense in each period.


(b)	Fuel hedge gain (loss) represents the realized gain (loss) on fuel hedges triggered by the settlement of the hedge instrument and is included in other income (expense).


(c)	Loss on disposal primarily represents asset write-offs during vessel drydock periods.


(d)	Other addback expenses per credit agreement represents the net impact of expenses associated with professional fees for strategic projects and other costs associated with raising capital through debt and equity offerings and certain legal fees. Also included are costs associated with personnel changes and other corporate reorganizations to improve efficiencies.

In the following table, Net Per Diem is calculated by dividing Net Revenue by Passenger Days Sold, Gross Yield is calculated by dividing total revenue by Available Passenger Cruise Days, and Net Yield is calculated by dividing Net Revenue by Available Passenger Cruise Days as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except Passenger Days Sold, Available Passenger Cruise Days, Net Per Diem, and Yield data)	2014		2013		2014		2013
Passenger ticket revenue	$	152,642	$	149,771	$	400,322	$	392,983
Onboard and other revenue	17,179		16,185		44,712		40,026
Total revenue	169,821		165,956		445,034		433,009
Less:
Commissions, transportation and other expense	51,558		50,355		136,299		139,564
Onboard and other	4,430		4,651		12,897		11,126
Net Revenue	$	113,833	$	110,950	$	295,838	$	282,319

Passenger Days Sold	168,678		169,659		487,833		492,769
Available Passenger Cruise Days	173,880		173,880		508,970		515,970
Net Per Diem	$	674.85	$	653.96	$	606.43	$	572.92
Gross Yield	$	976.66	$	954.43	$	874.38	$	839.21
Net Yield	$	654.66	$	638.08	$	581.25	$	547.16

In the following table, Gross Cruise Cost per Available Passenger Cruise Days is calculated by dividing Gross Cruise Cost by Available Passenger Cruise Days, and Net Cruise Cost per Available Passenger Cruise Days is calculated by dividing Net Cruise Costs by Available Passenger Cruise Days.



(in thousands, except APCD data)	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Total cruise operating expense	$	99,151	$	97,837	$	281,124	$	278,706
Selling and administrative expense	20,823		18,216		62,937		59,765
Gross Cruise Cost	119,974		116,053		344,061		338,471
Less:
Commissions, transportation and other expense	51,558		50,355		136,299		139,564
Onboard and other	4,430		4,651		12,897		11,126
Net Cruise Cost	63,986		61,047		194,865		187,781
Less:
Fuel	9,494		9,855		30,248		31,384
Other expense	1,176		1,262		9,587		3,783
Net Cruise Cost, excluding Fuel and Other	$	53,316	$	49,930	$	155,030	$	152,614

Available Passenger Cruise Days	173,880		173,880		508,970		515,970
Gross Cruise Cost per APCD	$	689.98	$	667.43	$	675.99	$	655.99
Net Cruise Cost per APCD	$	367.99	$	351.09	$	382.86	$	363.94
Net Cruise Cost, excluding Fuel and Other, per APCD	$	306.63	$	287.15	$	304.60	$	295.78

Three Months Ended September 30, 2014 compared to Three Months Ended September 30, 2013

Revenue

Total revenue increased $3.8 million, or 2.3%, to $169.8 million for the three months ended September 30, 2014 from $166.0 million for the three months ended September 30, 2013. This increase was primarily due to the following:


•	Passenger ticket revenue increased by $2.9 million, or 1.9% to $152.6 million for the three months ended September 30, 2014 from $149.8 million for the three months ended September 30, 2013, primarily due to a $3.7 million increase in ticket prices partially offset by a $0.8 million decrease due to lower PDS, and


•	Onboard and other revenue increased by $1.0 million, or 6.1%, to $17.2 million for the three months ended September 30, 2014 from $16.2 million for the three months ended September 30, 2013. The increase in Onboard and other revenue was attributable to an increase of $1.1 million in onboard and other spend partially offset by a $0.1 million decrease due to lower PDS.

Cruise Operating Expense

Total cruise operating expense increased $1.4 million, or 1.3%, to $99.2 million for the three months ended September 30, 2014 from $97.8 million for the three months ended September 30, 2013, primarily due to the following increases:


•	$1.3 million in Commission, transportation and other;


•	$0.6 million in Other ship operating costs; and


•	$0.2 million in Payroll, related and food costs.

Partially offset by the following decreases:


•	$0.4 million in Fuel due to lower consumption;


•	$0.2 million in Onboard and other; and


•	$0.1 million in Other expense.

Selling and Administrative Expense

Selling and administrative expense increased by $2.6 million, or 14.3%, to $20.8 million for the three months ended September 30, 2014 from $18.2 million for the three months ended September 30, 2013. The increase was due to an increase of $2.6 million in general and administrative costs primarily attributable to $1.8 million in professional fees related to strategic projects and approximately $0.8 million in certain employee costs.

Non-Operating Income (Expense)

Total non-operating expense increased $1.9 million, or 23.9%, to $10.0 million for the three months ended September 30, 2014 from $8.0 million for the three months ended September 30, 2013. The increase in expense was due to the following:

•

Other income (expense) increased $3.5 million, or 276.4%, to $2.2 million of other expense, net for the three months ended September 30, 2014 from other income, net of $1.3 million for the three months ended September 30, 2013. For the three months ended September 30, 2014, we recorded a net loss of $2.0 million on our fuel hedge contracts and a foreign currency transaction loss of $0.2 million as compared to a net gain of $0.9 million on our fuel hedge contracts and a foreign currency transaction gain of $0.3 million for the three months ended September 30, 2013.

The increase was partially offset by:


•	Interest expense decreased $1.6 million or 17.1%, to $7.8 million for the three months ended September 30, 2014 from $9.4 million for the three months ended September 30, 2013, due to the amendment of our first

lien credit facility in February 2014, which reduced our interest rate combined with the repayments of $52.1 million of principal.

Net Yield

Net Yield increased by $16.58, or 2.6%, to $654.66 for the three months ended September 30, 2014 from $638.08 for the three months ended September 30, 2013, which was primarily due to an increase in ticket prices.

Net Cruise Cost per APCD

Net Cruise Cost per APCD increased by $16.90, or 4.8%, to $367.99 for the three months ended September 30, 2014 from $351.09 for the three months ended September 30, 2013 primarily due to an increase in general and administrative expense. Net Cruise Cost, excluding fuel and other, per APCD increased by $19.48, or 6.8%, to $306.63 for the three months ended September 30, 2014 from $287.15 for the three months ended September 30, 2013 mainly due to an increase in general and administrative expense.

Nine Months Ended September 30, 2014 compared to Nine Months Ended September 30, 2013

Revenue

Total revenue increased $12.0 million, or 2.8%, to $445.0 million for the nine months ended September 30, 2014 from $433.0 million for the nine months ended September 30, 2013. This increase was primarily due to the following:


•	Passenger ticket revenue increased $7.3 million, or 1.9%, to $400.3 million for the nine months ended September 30, 2014, from $393.0 million for the nine months ended September 30, 2013, as a result of a $11.3 million increase in ticket prices partially offset by a $4.0 million decrease due to lower PDS.


•	Onboard and other revenue increased $4.7 million, or 11.7%, to $44.7 million for the nine months ended September 30, 2014 from $40.0 million for the nine months ended September 30, 2013, which was due to a $5.1 million increase in onboard and other spend and a $0.4 million decrease due to lower PDS.

Cruise Operating Expense

Total cruise operating expense increased $2.4 million, or 0.9%, to $281.1 million for the nine months ended September 30, 2014 from $278.7 million for the nine months ended September 30, 2013, primarily due to the following increases:


•	$5.8 million in Other expense primarily attributable to the 10-day scheduled Seven Seas Mariner drydock occurring during 2014 as compared to no drydocks in 2013; and


•	$1.8 million in Onboard and Other primarily due to increases in costs for destination services.

Partially offset by the following decreases:


•	$3.3 million in commission, transportation and other;


•	$1.1 million in fuel costs driven by lower consumption and prices; and


•	$1.0 million in other ship operating costs.

Selling and Administrative Expense

Selling and administrative expense increased by $3.2 million, or 5.3%, to $62.9 million for the nine months ended September 30, 2014 from $59.8 million for the nine months ended September 30, 2013. The increase was due to an increase in general and administrative costs of $2.4 million, which was primarily attributable to employee costs and professional fees related to strategic projects and an increase of $0.8 million in marketing costs.

Non-Operating Income (Expense)

Total non-operating expense decreased $4.5 million, or 13.6%, to $28.3 million for the nine months ended September 30, 2014 from $32.8 million for the nine months ended September 30, 2013. The decrease was due to the following:


•	Interest expense decreased $4.6 million, or 15.7%, to $24.5 million for the nine months ended September 30, 2014 from $29.1 million for the nine months ended September 30, 2013, due to the amendment of our first lien credit facility in February 2014, which reduced our interest rate combined with the repayment of $52.1 million of principal.

Partially offset by:

•

Other income (expense) increased by $0.1 million, or 1.5%, to $4.0 million for the nine months ended September 30, 2014 from $3.9 million for the nine months ended September 30, 2013. For the nine months ended September 30, 2014, we recorded a loss on the extinguishment of debt totaling $2.0 million as a result of amending our first lien credit facility, a net loss of $1.8 million on fuel hedge contracts and a foreign currency transaction loss of $0.2 million. For the nine months ended September 30, 2013, we had a loss on the extinguishment of debt of $3.7 million as a result of the repricing of our first lien term loan and a net loss of $0.2 million on our fuel hedge contracts.

Net Yield

Net Yield increased by $34.09, or 6.2%, to $581.25 for the nine months ended September 30, 2014 from $547.16 for the nine months ended September 30, 2013, which was primarily due to an increase in ticket prices.

Net Cruise Cost per APCD

Net Cruise Cost per APCD increased by $18.92, or 5.2%, to $382.86 for the nine months ended September 30, 2014 from $363.94 for the nine months ended September 30, 2013 primarily due to drydock costs, an increase in general and administrative costs, which was primarily attributable to employee costs and professional fees related to strategic projects, and an increase in marketing costs. Net Cruise Cost, excluding fuel and other, per APCD increased by $8.82, or 3.0%, to $304.60 for the nine months ended September 30, 2014 from $295.78 for the nine months ended September 30, 2013, due to an increase in general and administrative costs, which was primarily attributable to employee costs and professional fees related to strategic projects, and an increase in marketing costs.

Liquidity and Capital Resources

Sources and Uses of Cash

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased by $1.3 million to $83.3 million for the nine months ended September 30, 2014, from $82.0 million for the nine months ended September 30, 2013. The change was primarily due to an increase in income and other non-cash income/expense totaling $14.8 million partially offset by a decrease in working capital of $13.5 million. The unfavorable change in working capital was primarily attributable to the decrease in passenger deposits of $14.1 million and the timing of payments of trade and other payables resulting in a decrease of $3.8 million partially offset by an increase of $4.4 million in current assets. The favorable change in income and other non-cash income/expense was primarily due to an increase in net income of $8.7 million, a decrease in write-offs/fees associated with the amendment to our term loan totaling $1.6 million, which included a reduction in the interest rate, a decrease in the unrealized loss on derivatives of $1.6 million and other changes in non-cash income/expense.

Net Cash Used in Investing Activities

Net cash used in investing activities increased $14.2 million to $39.0 million for the nine months ended September 30, 2014 from $24.8 million for the nine months ended September 30, 2013. The change was primarily due to an increase in capital expenditures of $19.0 million due to the scheduled drydock of Sevens Seas Mariner in 2014, partially offset by the net change in restricted cash of $4.8 million resulting primarily from the release of $12.0

million in restricted cash no longer required to cash collateralize an outstanding letter of credit during 2014 and the release of $8.0 million held as collateral for a surety bond mandated by the Federal Maritime Commission during 2013.

Net Cash Used in Financing Activities

Net cash used in financing activities was $59.7 million for the nine months ended September 30, 2014 compared to $11.2 million for the nine months ended September 30, 2013. During the nine months ended September 30, 2014, we made principal payments of $52.1 million on our first lien term loan which included a $50.3 million prepayment and scheduled payments of $1.8 million. Additionally, we paid $7.1 million in debt related costs and $0.6 million in PCI offering costs. During the nine months ended September 30, 2013, we paid $2.0 million for previously acquired Regent licensing rights and $9.2 million in debt related costs.

Funding Sources and Future Commitments

At September 30, 2014, our liquidity was $162.9 million, consisting of $122.9 million in cash and cash equivalents and $40.0 million available under our revolving credit facility. We had a working capital deficit of $87.2 million at September 30, 2014 as compared to a working capital deficit of $74.1 million at December 31, 2013. Similar to others in our industry, we operate with a substantial working capital deficit. This deficit is attributable to the following factors: (i) passenger deposits are normally paid in advance with a relatively low-level of accounts receivable, (ii) rapid turnover results in a limited investment in inventories, and (iii) voyage-related accounts payable usually become due after receipt of cash from related bookings. Passenger deposits remain a liability until the sailing date; however, the cash generated from these advance receipts, as allowed by certain jurisdictions, is used interchangeably with cash on hand from other sources, such as our revolving credit facility and other cash from operations. This cash can be used to fund operating expenses for the applicable future sailing, pay down our credit facility, fund payments on new vessels or other uses.

On February 7, 2014, we amended our existing $340.0 million credit facility, consisting of a $300.0 million term loan and a $40.0 million revolving credit facility. In conjunction with this amendment, $50.3 million of the term loan was prepaid such that the outstanding balance on the term loan of $296.3 million was reduced to $246.0 million. The interest rate margin on the amended term loan is 2.75% compared to 3.50% on the previously existing term loan and the LIBOR floor was reduced from 1.25% to 1.00%. There was no change to the terms of the $40.0 million revolving credit facility, the financial covenants or the maturity date of the credit facility. Also during the nine months ended September 30, 2014, we made scheduled principal payments of $1.8 million on our first lien term loan.

We have contractual obligations of which our debt maturities represent our largest funding requirement. The only material change to our contractual obligations that occurred during the nine months ended September 30, 2014 was a result of the amendment described in the preceding paragraph. As of September 30, 2014, we have $469.2 million in future debt maturities. See "Note 3. Debt" in the accompanying notes to consolidated financial statements.

The agreements governing our indebtedness contain a number of covenants that impose operating and financial restrictions, including requirements that we maintain a minimum liquidity level, a maximum loan-to-value ratio, a minimum interest coverage ratio (applicable only to our revolving credit facility, if drawn) and restrictions on our and our subsidiaries' ability to, among other things, incur additional indebtedness, incur liens on assets, make certain investments, issue disqualified stock and preferred stock, make restricted payments, pay dividends or make distributions, enter into certain transactions with affiliates, and consolidate or sell certain key assets.The newbuild loan facility contains financial covenants, including requirements that SSC maintain a minimum liquidity balance, that PCH as guarantor maintains a maximum total debt to EBITDA ratio, a minimum EBITDA to debt service ratio and a maximum total debt to total adjusted equity ratio, on the last day of the calendar year. As of September 30, 2014, we are in compliance with all financial debt covenants.

On July 15, 2014, pursuant to the ship construction contract for our newbuild, Seven Seas Explorer, we made a payment of approximately $23.4 million to Fincantieri for the second installment payment.

We believe our cash on hand, expected future operating cash inflows, additional borrowings under our credit facility, our ability to issue debt securities, and our ability to raise additional equity, including capital contributions, will be sufficient over the next twelve-month period to fund operations, debt service requirements and capital expenditures, as well as maintain compliance with financial covenants under the agreements governing our

indebtedness. There is no assurance; however, that cash flows from operations and additional fundings will be available in the future to fund our future obligations.

As a normal part of our business, depending on market conditions, pricing and our overall growth strategy, we may consider opportunities to enter into contracts for building additional ships. We may also consider the sale of ships, the purchase of existing ships, potential acquisitions and strategic alliances. If any of these were to occur, they would be financed through the incurrence of additional indebtedness, the issuance of additional capital contributions, or through cash flows from operations.

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet arrangements, including guarantee contracts, retained or contingent interest, certain derivative instruments or variable interest entities that either have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks attributable to changes in interest rates, foreign currency exchange rates and fuel prices. We manage these risks through a combination of our normal operating and financing activities and through the use of derivative financial instruments pursuant to our hedging practices and policies. For a discussion of our hedging strategies on market risks see discussions below and Note 4. "Derivative Instruments, Hedging Activities and Fair Value Measurements" in the accompanying notes to the consolidated financial statements.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates to our long-term debt obligations including future interest payments. We have used interest rate swap agreements to modify our exposure to interest rate fluctuations and to manage our interest expense. There were no outstanding interest rate swap agreements as of September 30, 2014.

Foreign Currency Exchange Risk

Our exposure to market risk for changes in foreign currency relates to our use of foreign currency transactions denominated in currencies other than the U.S. dollar. We use foreign currency swaps and collars to limit our exposure to foreign currency exchange rates, for Euro denominated payments related to the construction of newbuilds, payments related to drydock expenses and other operational expenses.

During August 2013, we entered into a foreign currency collar option with an aggregate notional amount €274.4 million ($346.6 million at September 30, 2014), to hedge a portion of our foreign currency exposure related to the ship construction contract for the Seven Seas Explorer. The notional amount of the collar represents 80% of the construction contract of the vessel due at delivery. This foreign currency collar option was designated as a cash flow hedge at the inception of the instrument and will mature June 2016.The change in fair value of the effective portion of the derivative was recorded as a component of accumulated other comprehensive income in the accompanying consolidated balance sheets. Ineffective portions of future changes in fair value of the instrument will be recognized in other income (expense) in the consolidated statement of income and comprehensive income. The estimated fair value of the foreign currency collar option at September 30, 2014 was a liability of approximately $9.0 million. We recorded $0.1 million of ineffectiveness for the nine months ended September 30, 2014. There was no ineffectiveness recorded in 2013.

Fuel Price Risk

Our exposure to market risk for changes in fuel prices relates to the consumption of fuel on our vessels. Fuel expense, as a percentage of our total revenues, was approximately 6.8% for the nine months ended September 30, 2014 and 7.2% for the nine months ended September 30, 2013. We use fuel derivative swap agreements to mitigate the financial impact of fluctuations in fuel prices. At September 30, 2014, we had fuel swap agreements to pay fixed prices for fuel with an aggregate notional amount of approximately $19.0 million, maturing through December 2015. These agreements hedge approximately 73,500 barrels, or 77%, of our estimated remaining fuel consumption for 2014 and 143,400 barrels, or 38%, of our estimated 2015 fuel consumption. The fuel swaps do not qualify for hedge accounting; therefore, the changes in fair value of these fuel derivatives are recorded in other income (expense) in the accompanying consolidated statements of income and comprehensive income. The estimated fair value of these contracts at September 30, 2014 was approximately a $1.3 million liability.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2014. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures and have concluded, as of September 30, 2014, that all were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to the factors disclosed in "Item 1A. Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2013. We caution the reader that the risk factors discussed in "Item 1A. Risk Factors" in our 2013 Annual Report on Form 10-K, and those described elsewhere in this report or other filings with the Securities and Exchange Commission, could cause future results to differ materially from those stated in any forward-looking statements.



Item 6. Exhibits

INDEX TO EXHIBITS
		Incorporated by Reference			Filed/Furnished Herewith
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date	Filed/Furnished Herewith

Rule 13a-14(a)/15d-14(a) Certifications
31.1	Certification of Chief Executive Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.				X
31.2	Certification of Chief Financial Officer pursuant to Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.				X
Section 1350 Certifications
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. **				X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. **				X

XBRL Documents
101.INS	XBRL Instance Document *				X
101.SCH	XBRL Taxonomy Schema *				X
101.CAL	XBRL Taxonomy Calculation Linkbase *				X
101.DEF	XBRL Taxonomy Definition Linkbase *				X
101.LAB	XBRL Taxonomy Label Linkbasev *				X
101.PRE	XBRL Taxonomy Presentation Linkbase *				X

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, 2014



Seven Seas Cruises S. DE R.L.
(Registrant)

/s/ Jason M. Montague
Jason M. Montague, Executive Vice President and Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company