Form: 6-K

Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments

August 22, 2024

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-42039

 

 

Viking Holdings Ltd

(Translation of registrant’s name into English)

 

 

94 Pitts Bay Road

Pembroke, Bermuda HM 08

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 


TABLE OF CONTENTS

 

 

 

Page

PART I - FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

3

Interim condensed consolidated statements of operations

 

3

Interim condensed consolidated statements of comprehensive income (loss)

 

4

Interim condensed consolidated statements of financial position

 

5

Interim condensed consolidated statements of changes in equity

 

6

Interim condensed consolidated statements of cash flows

 

7

Notes to the interim condensed consolidated financial statements

 

8

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

 

34

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

53

 

 

 

PART II - OTHER INFORMATION

 

 

Item 1. Legal Proceedings

 

54

Item 1A. Risk Factors

 

54

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

54

Item 3. Defaults Upon Senior Securities

 

54

Item 5. Other Information

 

54

Item 6. Exhibits

 

54

Signatures

 

55

 

This report on Form 6-K shall be incorporated by reference into any registration statement filed by Viking Holdings Ltd (“VHL” or the “Company”) with the Securities and Exchange Commission (the “SEC”) that by its terms automatically incorporates the Company’s filings and submissions with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.

2


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

VIKING HOLDINGS LTD

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in USD and thousands, except per share data, unaudited)

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

 

June 30,

 

 

June 30,

 

 

 

Notes

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cruise and land

 

 

 

$

1,480,539

 

 

$

1,355,701

 

 

$

2,145,823

 

 

$

1,939,578

 

Onboard and other

 

 

 

 

106,722

 

 

 

99,070

 

 

 

159,593

 

 

 

144,187

 

Total revenue

 

4

 

 

1,587,261

 

 

 

1,454,771

 

 

 

2,305,416

 

 

 

2,083,765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cruise operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions and transportation costs

 

 

 

 

(346,080

)

 

 

(328,544

)

 

 

(483,488

)

 

 

(467,067

)

Direct costs of cruise, land and onboard

 

 

 

 

(203,523

)

 

 

(178,938

)

 

 

(288,950

)

 

 

(253,693

)

Vessel operating

 

 

 

 

(328,998

)

 

 

(324,861

)

 

 

(610,088

)

 

 

(588,070

)

Total cruise operating expenses

 

 

 

 

(878,601

)

 

 

(832,343

)

 

 

(1,382,526

)

 

 

(1,308,830

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and administration

 

 

 

 

(220,593

)

 

 

(195,649

)

 

 

(440,411

)

 

 

(401,319

)

Depreciation, amortization and impairment

 

8

 

 

(61,141

)

 

 

(63,311

)

 

 

(126,052

)

 

 

(126,010

)

Total other operating expenses

 

 

 

 

(281,734

)

 

 

(258,960

)

 

 

(566,463

)

 

 

(527,329

)

Operating income

 

 

 

 

426,926

 

 

 

363,468

 

 

 

356,427

 

 

 

247,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-operating income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

14,738

 

 

 

10,029

 

 

 

33,207

 

 

 

18,833

 

Interest expense

 

 

 

 

(100,623

)

 

 

(173,334

)

 

 

(218,112

)

 

 

(296,927

)

Currency gain (loss)

 

 

 

 

1,382

 

 

 

(11,541

)

 

 

10,180

 

 

 

(14,982

)

Private Placement derivative (loss) gain

 

13

 

 

(57,568

)

 

 

27,101

 

 

 

(364,214

)

 

 

66,260

 

Other financial loss

 

 

 

 

(121,568

)

 

 

(23,707

)

 

 

(146,523

)

 

 

(40,273

)

Income (loss) before income taxes

 

 

 

 

163,287

 

 

 

192,016

 

 

 

(329,035

)

 

 

(19,483

)

Income tax expense

 

 

 

 

(7,486

)

 

 

(1,962

)

 

 

(9,092

)

 

 

(4,830

)

Net income (loss)

 

 

 

$

155,801

 

 

$

190,054

 

 

$

(338,127

)

 

$

(24,313

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Viking Holdings Ltd

 

 

 

$

155,652

 

 

$

189,928

 

 

$

(338,572

)

 

$

(24,300

)

Net income (loss) attributable to non-controlling interests

 

 

 

$

149

 

 

$

126

 

 

$

445

 

 

$

(13

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average ordinary and special shares outstanding (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

15

 

 

364,787

 

 

 

221,936

 

 

 

293,362

 

 

 

221,936

 

Diluted

 

15

 

 

367,188

 

 

 

406,203

 

 

 

293,362

 

 

 

406,203

 

Net income (loss) per share attributable to ordinary and special
   shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

15

 

$

0.37

 

 

$

0.51

 

 

$

(0.80

)

 

$

(0.01

)

Diluted

 

15

 

$

0.37

 

 

$

0.46

 

 

$

(0.80

)

 

$

(0.11

)

 

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

3


VIKING HOLDINGS LTD

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

(in USD and thousands, unaudited)

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

Notes

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

 

 

$

155,801

 

 

$

190,054

 

 

$

(338,127

)

 

$

(24,313

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) to be reclassified to net income (loss) in subsequent periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange differences on translation of foreign operations

 

 

 

1,186

 

 

 

12,435

 

 

 

3,850

 

 

 

12,676

 

Net change in cash flow hedges

18

 

 

(5,750

)

 

 

(3,919

)

 

 

(19,017

)

 

 

(2,218

)

Net other comprehensive (loss) income to be reclassified to net income (loss) in subsequent periods

 

 

 

 

(4,564

)

 

 

8,516

 

 

 

(15,167

)

 

 

10,458

 

Other comprehensive (loss) income, net of tax

 

 

 

(4,564

)

 

 

8,516

 

 

 

(15,167

)

 

 

10,458

 

Total comprehensive income (loss)

 

 

$

151,237

 

 

$

198,570

 

 

$

(353,294

)

 

$

(13,855

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss) attributable to Viking Holdings Ltd

 

 

$

151,091

 

 

$

198,472

 

 

$

(353,728

)

 

$

(13,817

)

Total comprehensive income (loss) attributable to non-controlling interests

 

 

$

146

 

 

$

98

 

 

$

434

 

 

$

(38

)

 

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

4


VIKING HOLDINGS LTD

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in USD and thousands, unaudited)

 

 

 

Notes

 

June 30, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

(audited)

 

Assets

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

Property, plant and equipment and intangible assets

 

8

 

$

5,816,957

 

 

$

5,684,315

 

Right-of-use assets

 

 

 

 

260,833

 

 

 

268,834

 

Investments in associated companies

 

 

 

 

10,414

 

 

 

10,473

 

Deferred tax assets

 

 

 

 

48,122

 

 

 

42,853

 

Other non-current assets

 

 

 

 

161,524

 

 

 

136,855

 

Total non-current assets

 

 

 

 

6,297,850

 

 

 

6,143,330

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

5

 

 

1,842,142

 

 

 

1,513,713

 

Accounts and other receivables

 

6

 

 

244,718

 

 

 

344,754

 

Inventories

 

 

 

 

52,646

 

 

 

54,602

 

Prepaid expenses and other current assets

 

7

 

 

539,048

 

 

 

427,202

 

Current receivables due from related parties

 

20

 

 

6,267

 

 

 

12,316

 

Total current assets

 

 

 

 

2,684,821

 

 

 

2,352,587

 

Total assets

 

 

$

8,982,671

 

 

$

8,495,917

 

Shareholders' equity and liabilities

 

 

 

 

 

 

 

Shareholders' equity

 

 

$

(1,180,658

)

 

$

(5,349,879

)

Non-current liabilities

 

 

 

 

 

 

 

Long-term portion of bank loans and financial liabilities

 

10

 

 

1,603,075

 

 

 

1,757,372

 

Secured Notes

 

10

 

 

1,016,566

 

 

 

1,015,657

 

Long-term portion of Unsecured Notes

 

10

 

 

2,023,051

 

 

 

2,270,246

 

Private Placement liability

 

13

 

 

 

 

 

1,394,552

 

Private Placement derivative

 

13

 

 

 

 

 

2,640,759

 

Long-term portion of lease liabilities

 

 

 

 

215,385

 

 

 

227,956

 

Deferred tax liabilities

 

 

 

 

3,736

 

 

 

4,082

 

Other non-current liabilities

 

11

 

 

36,453

 

 

 

171,281

 

Total non-current liabilities

 

 

 

 

4,898,266

 

 

 

9,481,905

 

Current liabilities

 

 

 

 

 

 

 

Accounts payables

 

 

 

 

275,244

 

 

 

244,581

 

Short-term portion of bank loans and financial liabilities

 

10

 

 

190,805

 

 

 

253,020

 

Short-term portion of Unsecured Notes

 

10

 

 

249,198

 

 

 

 

Short-term portion of lease liabilities

 

 

 

 

24,658

 

 

 

24,670

 

Deferred revenue

 

4

 

 

3,823,353

 

 

 

3,486,579

 

Accrued expenses and other current liabilities

 

9

 

 

701,805

 

 

 

355,041

 

Total current liabilities

 

 

 

 

5,265,063

 

 

 

4,363,891

 

Total shareholders' equity and liabilities

 

 

$

8,982,671

 

 

$

8,495,917

 

 

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

5


VIKING HOLDINGS LTD

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(in USD and thousands, unaudited)

 

 

 

Attributable to the equity holders of the parent

 

 

 

 

 

 

Notes

Share capital

 

Share premium

 

Treasury shares

 

Other paid-in equity

 

Translation adjustment

 

Pension
measurement
adjustment

 

Cash flow hedge

 

Retained losses

 

Non-controlling interests

 

Total shareholders' equity

 

Balance at January 1, 2023

 

$

2,253

 

$

(44,565

)

$

 

$

133,620

 

$

(3,736

)

$

2,667

 

$

7,589

 

$

(3,594,507

)

$

3,262

 

$

(3,493,417

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24,300

)

 

(13

)

 

(24,313

)

Other comprehensive income

18

 

 

 

 

 

 

 

 

 

12,701

 

 

 

 

(2,218

)

 

 

 

(25

)

 

10,458

 

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

12,701

 

 

 

 

(2,218

)

 

(24,300

)

 

(38

)

 

(13,855

)

Dividend distribution

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24,624

)

 

 

 

(24,624

)

Stock based compensation

14

 

 

 

 

 

 

 

12,259

 

 

 

 

 

 

 

 

 

 

 

 

12,259

 

Income tax impact due to stock based compensation

14

 

 

 

 

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

 

14

 

Balance at June 30, 2023

 

$

2,253

 

$

(44,565

)

$

 

$

145,893

 

$

8,965

 

$

2,667

 

$

5,371

 

$

(3,643,431

)

$

3,224

 

$

(3,519,623

)

Balance at January 1, 2024

 

$

2,253

 

$

(44,565

)

$

 

$

178,492

 

$

4,203

 

$

(83

)

$

9,315

 

$

(5,503,218

)

$

3,724

 

$

(5,349,879

)

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(338,572

)

 

445

 

 

(338,127

)

Other comprehensive loss

18

 

 

 

 

 

 

 

 

 

3,861

 

 

 

 

(19,017

)

 

 

 

(11

)

 

(15,167

)

Total comprehensive loss

 

 

 

 

 

 

 

 

 

 

3,861

 

 

 

 

(19,017

)

 

(338,572

)

 

434

 

 

(353,294

)

Proceeds from initial public offering, net of underwriting discounts and commissions, and offering expenses

2

 

110

 

 

243,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

243,927

 

Conversion of Series C Preference Shares to ordinary shares

13

 

1,843

 

 

4,401,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,402,933

 

Issuance of ordinary shares for vesting of restricted share units

14

 

163

 

 

 

 

 

 

(163

)

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary shares withheld related to restricted share units

14

 

 

 

 

 

(124,109

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(124,109

)

Dividend distribution

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,342

)

 

(607

)

 

(18,949

)

Stock based compensation

14

 

 

 

 

 

 

 

7,058

 

 

 

 

 

 

 

 

 

 

 

 

7,058

 

Income tax impact due to stock based compensation

14

 

 

 

 

 

 

 

11,655

 

 

 

 

 

 

 

 

 

 

 

 

11,655

 

Balance at June 30, 2024

 

$

4,369

 

$

4,600,342

 

$

(124,109

)

$

197,042

 

$

8,064

 

$

(83

)

$

(9,702

)

$

(5,860,132

)

$

3,551

 

$

(1,180,658

)

 

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

6


VIKING HOLDINGS LTD

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in USD and thousands, unaudited)

 

 

 

 

 

Six Months Ended

 

 

 

 

 

June 30,

 

 

 

Notes

 

2024

 

 

2023

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

 

 

$

(338,127

)

 

$

(24,313

)

Adjustments to reconcile net loss to net cash flows

 

 

 

 

 

 

 

 

Depreciation, amortization and impairment

 

8

 

 

126,052

 

 

 

126,010

 

Amortization of debt transaction costs

 

 

 

 

16,815

 

 

 

19,679

 

Loss on planned redemption of debt

 

 

 

 

 

 

 

48,033

 

Private Placement derivative loss (gain)

 

13

 

 

364,214

 

 

 

(66,260

)

Foreign currency (gain) loss on loans

 

10

 

 

(20,125

)

 

 

1,918

 

Non-cash financial loss

 

 

 

 

145,317

 

 

 

44,996

 

Stock based compensation expense

 

14

 

 

7,058

 

 

 

12,259

 

Interest income

 

 

 

 

(33,207

)

 

 

(18,833

)

Interest expense

 

 

 

 

201,297

 

 

 

229,215

 

Dividend income

 

 

 

 

(442

)

 

 

(2,042

)

Changes in working capital:

 

 

 

 

 

 

 

 

Increase in deferred revenue

 

4

 

 

336,774

 

 

 

344,057

 

Changes in other liabilities and assets

 

 

 

 

84,839

 

 

 

90,540

 

Decrease (increase) in inventories

 

 

 

 

1,956

 

 

 

(5,144

)

Changes in deferred tax assets and liabilities

 

 

 

 

6,040

 

 

 

(3,029

)

Changes in other non-current assets and other non-current liabilities

 

 

 

 

(16,760

)

 

 

11,876

 

Changes in related party receivables and payables

 

 

 

 

6,049

 

 

 

8,475

 

Income taxes paid

 

 

 

 

(4,931

)

 

 

(3,988

)

Net cash flow from operating activities

 

 

 

 

882,819

 

 

 

813,449

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Investments in property, plant and equipment and intangible assets

 

8

 

 

(251,828

)

 

 

(519,176

)

Capital contribution to associated company

 

20

 

 

(4,000

)

 

 

(5,000

)

Prepayment for vessel charter

 

 

 

 

(1,050

)

 

 

(1,201

)

Dividends received

 

 

 

 

442

 

 

 

2,042

 

Interest received

 

 

 

 

35,603

 

 

 

18,833

 

Net cash flow used in investing activities

 

 

 

 

(220,833

)

 

 

(504,502

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Repayment of borrowings

 

10

 

 

(206,874

)

 

 

(132,899

)

Proceeds from borrowings

 

 

 

 

 

 

 

1,069,088

 

Transaction costs incurred for borrowings

 

10

 

 

(4,698

)

 

 

(51,291

)

Proceeds from initial public offering, net of underwriting discounts and commissions, and offering expenses

 

2

 

 

243,927

 

 

 

 

Taxes paid related to net share settlement of equity awards

 

14

 

 

(124,109

)

 

 

 

Dividend distribution

 

12

 

 

(18,949

)

 

 

(24,624

)

Trustee deposit for redemption of debt

 

 

 

 

 

 

 

(721,556

)

Principal payments for lease liabilities

 

 

 

 

(12,574

)

 

 

(10,610

)

Interest payments for lease liabilities

 

 

 

 

(10,601

)

 

 

(11,626

)

Interest paid

 

 

 

 

(197,186

)

 

 

(216,510

)

Net cash flow used in financing activities

 

 

 

 

(331,064

)

 

 

(100,028

)

Change in cash and cash equivalents

 

 

 

 

330,922

 

 

 

208,919

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

(2,493

)

 

 

2,321

 

Net increase in cash and cash equivalents

 

 

 

$

328,429

 

 

$

211,240

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

Cash and cash equivalents at January 1

 

5

 

$

1,513,713

 

 

$

1,253,140

 

Cash and cash equivalents at June 30

 

5

 

 

1,842,142

 

 

 

1,464,380

 

Net increase in cash and cash equivalents

 

 

 

$

328,429

 

 

$

211,240

 

 

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

7


VIKING HOLDINGS LTD

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(unaudited)

1.
CORPORATE INFORMATION

Viking Holdings Ltd (“VHL” or the “Company”) is a Bermuda company, incorporated on July 21, 2010, whose registered address is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The Company is registered in Bermuda as an exempted company and, pursuant to Section 14(3) of the Companies Act 1981, has perpetual succession. The Company’s majority shareholder is Viking Capital Limited (“VCAP”), which is registered in the Cayman Islands as an exempted company.

The principal business activity of the Company and its subsidiaries (the “Group”) is to engage in passenger shipping and other forms of passenger transport and as a tour entrepreneur for passengers and related activities in tourism.

The interim condensed consolidated financial statements of the Group (“interim financial statements”) for the three and six months ended June 30, 2024 were authorized for issuance by the Company’s Board of Directors on August 22, 2024.

Initial Public Offering

On May 3, 2024, the Company closed its initial public offering (the “IPO”) of its ordinary shares. The Company issued 11,000,000 ordinary shares, at a public offering price of $24.00 per share. The Company received net proceeds of $243.9 million after deducting underwriting discounts and commissions of $13.2 million and other offering expenses of $6.9 million. In addition, certain existing shareholders sold ordinary shares in the IPO.

Immediately prior to the consummation of the IPO, all outstanding preference shares and Series C Preference Shares converted to ordinary shares on a one-for-one basis (the “Conversion Event”). Additionally, all outstanding options for non-voting ordinary shares and all outstanding restricted share units (“RSUs”) for non-voting ordinary shares converted to options for ordinary shares and RSUs for ordinary shares, respectively, on a one-for-one basis. All authorized Series C Preference Shares, preference shares and non-voting ordinary shares were also redesignated into authorized ordinary shares. Additionally, in connection with the IPO, the Company adopted updated bye-laws (“Post IPO Bye Laws”). Following the IPO and in accordance with the Post IPO Bye Laws, the Company has two classes of authorized share capital: ordinary shares and special shares. Each ordinary share is entitled to one vote per share, and each special share is entitled to 10 votes per share.

As a result of the conversion of the Series C Preference Shares to ordinary shares immediately prior to the consummation of the IPO, the Private Placement liability and Private Placement derivative were derecognized with an offsetting amount recognized in equity. See Note 13.

All RSUs granted by the Company are subject to a liquidity vesting condition and some RSUs are also subject to a service condition. Upon the consummation of the IPO, the liquidity condition was satisfied, resulting in the vesting of 16,251,664 outstanding RSUs. In connection with the settlement of the RSUs that vested upon IPO, the Company withheld 5,171,224 ordinary shares and used $136.4 million of the net proceeds from the IPO to satisfy tax withholding and remittance obligations. As a result, the Company issued 11,080,440 ordinary shares in connection with the net settlement of RSUs that vested upon IPO. See Note 14.

Following the IPO, the Company has 431,603,528 total ordinary shares and special shares outstanding, comprised of 303,832,404 ordinary shares and 127,771,124 special shares. See Note 12.

2.
BASIS OF PREPARATION AND ACCOUNTING POLICIES

Basis of preparation

The interim financial statements for the three and six months ended June 30, 2024 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The interim financial statements are prepared based on the same accounting policies used in the Group’s annual consolidated financial statements as of and for the year ended December 31, 2023 (the “annual consolidated financial statements”).

The interim financial statements are unaudited and do not include all the information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Group’s audited consolidated financial statements and notes included in its

8


final prospectus, dated April 30, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 2, 2024 (the “Prospectus”) in connection with the Company’s IPO.

The interim financial statements have been prepared on a historical cost basis, except for forward foreign currency contracts, financial assets and liabilities at fair value through profit or loss, the warrant liability and the Private Placement derivative, which are carried at fair value and are re-measured through the interim condensed consolidated statements of operations and the interim condensed consolidated statements of other comprehensive income (loss).

Except as otherwise noted, all amounts in the interim financial statements are presented in United States (“U.S.”) Dollars (“USD” or “$”) and all values are rounded to the nearest thousand ($000). The interim condensed consolidated statements of cash flows are prepared using the indirect method. The interim financial statements are based on the assumption of going concern.

On April 11, 2024, a 26-for-1 share split of the Company’s authorized and issued ordinary shares, special shares, preference shares, non-voting ordinary shares and Series C Preference Shares was effected by way of an increase in capital and bonus issue of 25 shares on each one outstanding share (the “26-for-1 share split”). Contractual agreements which settle in shares, including warrants and share-based payment arrangements, include anti-dilution provisions which provide for the automatic adjustment in the event of share splits. The Company has given retrospective effect to the 26-for-1 share split on all share and per-share amounts, including for such contractual arrangements that settle in shares, for all periods presented, including in Notes 12, 14 and 15.

New and amended standards and interpretations

The Group intends to adopt relevant new and amended accounting standards and interpretations when they become effective. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

In 2024, the Company adopted amendments to IAS 1, Presentation of Financial Statements (“IAS 1”), related to the classification of liabilities as current or non-current. The IAS 1 amendments clarified that settlement of a liability includes settlement with the Company’s own equity instruments. As the warrants (see Note 9) settle in the Company’s own equity instruments, the amendments impacted the classification of the warrants.

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) which replaces IAS 1. IFRS 18 requires an entity to classify all income and expenses within its statement of operations into one of five categories: operating, investing, financing, income taxes and discontinued operations. The first three categories are new. These categories are complemented by the requirement to present subtotals and totals for “operating profit or loss,” “profit or loss before financing and income taxes” and “profit or loss.” IFRS 18 and the amendments to other standards are effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted. The Group is currently evaluating the impact of this amendment.

Other than as described above, there are no standards, interpretations, or amendments issued but not yet effective, that are expected to have a material impact on the Group’s interim financial statements.

3.
SEASONALITY OF OPERATIONS

The Group’s results are seasonal because while the ocean, expedition and Mississippi products operate year-round, the primary cruising season for the river product is from April to October, although some of the river cruises run longer seasons. Additionally, the Group’s highest occupancy occurs during the Northern Hemisphere’s summer months. The Group recognizes cruise-related revenue over the duration of the cruise and expenses its marketing and employee costs when the related costs are incurred. As a result, the majority of the Group’s revenue and profits have historically been earned in the second and third quarters of each year, while the first and fourth quarters of each year have been closer to break even or a loss, as the Group’s selling and administration expenses are consistent throughout the year. Though the growth of the Group’s fleet of year-round products will continue to reduce the seasonality in future periods, the Group expects the seasonality trend of its revenue and profits to continue.

9


4.
REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of revenue

The table below disaggregates total revenue by reportable segment (see Note 16) for the three and six months ended June 30, 2024 and 2023:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

(in USD and thousands)

 

 

 

 

 

 

 

 

 

 

 

 

River

 

$

891,747

 

 

$

832,989

 

 

$

1,057,178

 

 

$

963,275

 

Ocean

 

 

573,225

 

 

 

529,917

 

 

 

1,020,905

 

 

 

927,549

 

Other

 

 

122,289

 

 

 

91,865

 

 

 

227,333

 

 

 

192,941

 

Total revenue

 

$

1,587,261

 

 

$

1,454,771

 

 

$

2,305,416

 

 

$

2,083,765

 

Total revenue for the three months ended June 30, 2024 increased by $132.5 million to $1,587.3 million from $1,454.8 million for the same period in 2023. Total revenue for the six months ended June 30, 2024 increased by $221.6 million to $2,305.4 million from $2,083.8 million for the same period in 2023. These increases were primarily due to higher revenue per passenger cruise day and an increase in passenger cruise days, mainly due to the operation of additional ships delivered, including the Viking Saturn and Viking Aton, which were delivered in April 2023 and August 2023, respectively. Additionally, for the six months ended June 30, 2024, the Group had an earlier season start for certain river vessels in Europe beginning in January.

Regional economic trends affect the Group’s revenue and cash flows. The table below disaggregates percentage of passengers by source market, which is the passenger’s home country or region, for the three and six months ended June 30, 2024 and 2023:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

North America

 

 

89.2

%

 

 

90.0

%

 

 

89.9

%

 

 

90.4

%

Australia

 

 

5.4

%

 

 

4.5

%

 

 

4.9

%

 

 

4.3

%

United Kingdom

 

 

3.8

%

 

 

5.2

%

 

 

4.1

%

 

 

5.1

%

Other

 

 

1.6

%

 

 

0.3

%

 

 

1.1

%

 

 

0.2

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

The disaggregation by source market is similar across all reportable segments.

The Group’s vessels and ships primarily operate in Europe.

Deferred revenue (contract liability)

As of June 30, 2024 and December 31, 2023, deferred revenue was $3,823.4 million and $3,486.6 million, respectively. Of the $3,823.4 million deferred revenue balance as of June 30, 2024, $83.7 million related to Risk Free Vouchers and $15.2 million related to Premium Cruise Vouchers. The terms of the Risk Free Vouchers and Premium Cruise Vouchers are described in the Group’s annual consolidated financial statements as of and for the year ended December 31, 2023.

5.
CASH AND CASH EQUIVALENTS

A summary of the Group’s cash and cash equivalents as of June 30, 2024 and December 31, 2023 is outlined below:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

(in USD and thousands)

 

 

 

 

 

 

Cash at bank and in hand

 

$

1,657,648

 

 

$

1,481,370

 

Credit card receivables

 

 

184,494

 

 

 

32,343

 

Total

 

$

1,842,142

 

 

$

1,513,713

 

 

As of June 30, 2024 and December 31, 2023, cash at bank and in hand included $143.7 million and $148.2 million, respectively, subject to restrictions on use arising from contracts with third parties.

10


6.
ACCOUNTS AND OTHER RECEIVABLES

A summary of the Group’s accounts and other receivables as of June 30, 2024 and December 31, 2023 is outlined below:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

(in USD and thousands)

 

 

 

 

 

 

Credit card receivables

 

$

112,920

 

 

$

207,374

 

Accounts receivable

 

 

56,755

 

 

 

49,988

 

Yard receivables

 

 

33,985

 

 

 

19,932

 

Indirect tax receivables

 

 

29,133

 

 

 

41,982

 

Other

 

 

11,925

 

 

 

25,478

 

Total

 

$

244,718

 

 

$

344,754

 

 

Credit card receivables that are not classified as cash and cash equivalents are included in accounts and other receivables. Credit card receivables represent amounts subject to a priority claim from credit card processors.

Accounts receivable includes insurance receivables, vendor receivables, airline receivables and passenger receivables.

7.
PREPAID EXPENSES AND OTHER CURRENT ASSETS

A summary of the Group’s prepaid expenses and other current assets as of June 30, 2024 and December 31, 2023 is outlined below:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

(in USD and thousands)

 

 

 

 

 

 

Air

 

$

309,285

 

 

$

161,992

 

Commissions

 

 

51,327

 

 

 

39,766

 

Operating, product and administration costs

 

 

51,094

 

 

 

57,181

 

Restricted cash

 

 

40,370

 

 

 

75,786

 

Credit card fees

 

 

38,448

 

 

 

32,531

 

Debt transaction costs

 

 

18,807

 

 

 

12,332

 

Advertising

 

 

11,441

 

 

 

10,470

 

Cash deposits

 

 

10,487

 

 

 

20,498

 

Other

 

 

7,789

 

 

 

16,646

 

Total

 

$

539,048

 

 

$

427,202

 

 

Air increased as of June 30, 2024, compared to December 31, 2023, primarily due to the timing of air ticket purchases and seasonality of the Group’s operations.

Restricted cash relates to deposits required by certain credit card processors. The deposits, which decreased as of June 30, 2024, compared to December 31, 2023, are based on various factors as determined by the credit card processors.

11


8.
PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

Movements in property, plant and equipment and intangible assets during the six months ended June 30, 2024 are outlined below:

 

(in USD and thousands)

River
Vessels &
Equipment

 

Ocean and
Expedition
Ships &
Equipment

 

River
Vessels
under
Construction

 

Ocean
Ships
under
Construction

 

Office
Equipment

 

Land &
Buildings

 

Other
Fixed
Assets

 

Intangible
Assets,
including
Goodwill

 

Total

 

Cost as of January 1, 2024

$

2,621,214

 

$

4,001,330

 

$

111,919

 

$

298,057

 

$

21,486

 

$

21,786

 

$

53,308

 

$

171,145

 

$

7,300,245

 

Additions

 

24,192

 

 

1,461

 

 

112,547

 

 

101,183

 

 

554

 

 

1,676

 

 

72

 

 

10,143

 

 

251,828

 

Disposals

 

(4,388

)

 

 

 

 

 

 

 

(2,517

)

 

(506

)

 

 

 

(23,642

)

 

(31,053

)

Reclassified from right-of-use-assets

 

 

 

95

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95

 

Effect of currency translation

 

(2,096

)

 

 

 

(79

)

 

 

 

(76

)

 

(538

)

 

(34

)

 

(135

)

 

(2,958

)

Cost as of June 30, 2024

$

2,638,922

 

$

4,002,886

 

$

224,387

 

$

399,240

 

$

19,447

 

$

22,418

 

$

53,346

 

$

157,511

 

$

7,518,157

 

Accumulated depreciation, amortization and impairment as of January 1, 2024

$

(983,491

)

$

(463,098

)

$

 

$

 

$

(15,482

)

$

(8,546

)

$

(36,293

)

$

(109,020

)

$

(1,615,930

)

Depreciation and amortization

 

(41,796

)

 

(58,977

)

 

 

 

 

 

(1,559

)

 

(365

)

 

(936

)

 

(9,644

)

 

(113,277

)

Depreciation and amortization of disposals

 

703

 

 

 

 

 

 

 

 

2,517

 

 

 

 

 

 

23,635

 

 

26,855

 

Reclassified from right-of-use-assets

 

 

 

(95

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(95

)

Effect of currency translation

 

808

 

 

 

 

 

 

 

 

55

 

 

249

 

 

11

 

 

124

 

 

1,247

 

Accumulated depreciation, amortization and impairment as of June 30, 2024

$

(1,023,776

)

$

(522,170

)

$

 

$

 

$

(14,469

)

$

(8,662

)

$

(37,218

)

$

(94,905

)

$

(1,701,200

)

Net book value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2024

$

1,637,723

 

$

3,538,232

 

$

111,919

 

$

298,057

 

$

6,004

 

$

13,240

 

$

17,015

 

$

62,125

 

$

5,684,315

 

As of June 30, 2024

$

1,615,146

 

$

3,480,716

 

$

224,387

 

$

399,240

 

$

4,978

 

$

13,756

 

$

16,128

 

$

62,606

 

$

5,816,957

 

 

River vessels

River vessels and equipment and river vessels under construction include amounts attributable to the Group’s river fleet, including vessels improvements and equipment for the Viking Mississippi. In 2012, the Group launched the Longship (“Longship”) series of vessels. As of June 30, 2024, the Group’s river fleet consisted of 81 river vessels, of which 58 are Longships, 10 are small classes based on the Longship design, 11 are other river vessels and two are river vessel charters, including the Viking Mississippi.

During the six months ended June 30, 2024, additions to river vessels and equipment included $24.2 million in improvements to river vessels.

During the six months ended June 30, 2024, there were $112.5 million in additions to river vessels under construction, of which $75.9 million related to progress payments for eight Longships, two Longships-Seine and one Longship-Douro under construction scheduled for delivery in 2025 and 2026 and $36.6 million related to Egypt river vessels under construction scheduled for delivery between 2024 and 2026.

Ocean and expedition ships

In 2015, the Group took delivery of its first ocean ship and as of June 30, 2024, the Group had a fleet of nine ocean ships. In 2021, the Group took delivery of its first expedition ship, which is designed for sailings in the polar regions and the Great Lakes of North America. As of June 30, 2024, the Group had a fleet of two expedition ships.

During the six months ended June 30, 2024, the Group capitalized $101.2 million in ocean ships under construction primarily related to ocean shipyard progress payments, consisting of $22.1 million for the Viking Vesta, $24.7 million for Ship XIII, $24.8 million for Ship XIV, $25.4 million for Ship XV and $4.0 million in other costs.

 

The Group did not identify any impairment indicators related to property, plant and equipment and intangible assets as of June 30, 2024 and December 31, 2023. The Group’s conclusions regarding the valuation of its property, plant and equipment and intangible assets may change in future periods if factors or circumstances cause the Group to revise its assumptions in future periods, including related to inflation and rising interest rates. The Group’s future cash flows may be impacted by climate related risks, including environmental changes or more stringent environmental regulations. Such changes may impact accounting estimates in future periods, which incorporate forecasted financial performance.

12


9.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

A summary of the Group’s accrued expenses and other current liabilities as of June 30, 2024 and December 31, 2023 is outlined below:

 

 

 

June 30, 2024

 

 

December 31, 2023

 

(in USD and thousands)

 

 

 

 

 

 

Warrant liability

 

$

281,000

 

 

$

 

Interest payable

 

 

90,749

 

 

 

97,387

 

Payroll and employee costs

 

 

64,359

 

 

 

25,830

 

Operating costs

 

 

51,515

 

 

 

55,880

 

Product and commission costs

 

 

35,305

 

 

 

34,124

 

Marketing expenses

 

 

31,799

 

 

 

30,681

 

Indirect taxes payable

 

 

28,959

 

 

 

18,250

 

Overhead costs

 

 

25,852

 

 

 

23,368

 

Air costs

 

 

22,358

 

 

 

11,787

 

Travel protection cancellation reserve

 

 

12,364

 

 

 

9,591

 

Other

 

 

57,545

 

 

 

48,143

 

Total

 

$

701,805

 

 

$

355,041

 

 

In February 2021, the Company issued two warrants for 8,733,400 ordinary shares to VCAP, with each warrant being for 4,366,700 ordinary shares. The vesting period of the warrants commenced on the date of issuance and ends on the later of five years from the date of issuance or upon the sale of all of TPG’s or CPP Investments’ equity in the Company. Each warrant is tied to either TPG VII Valhalla Holdings, L.P. (“TPG”) and CPP Investment Board PMI-3 Inc. (“CPP Investments”) equity in the Company and the number of warrants that vest is based on either the proceeds to TPG or CPP Investments upon a sale of their equity in the Company or the trading price of the Company’s ordinary shares starting 180 days after the IPO. The number of warrants that vest depends on the proceeds or trading price, as applicable, per ordinary share, with 0% vesting at $15.38 or lower price per ordinary share and 100% vesting at $23.08 or higher price per ordinary share, and linear vesting between $15.38 and $23.08 per ordinary share. The warrants have an exercise price of $0.01.

The warrants are accounted for as a financial liability because the terms require the Company to potentially issue a variable number of ordinary shares in the future. The warrant liability is carried at fair value with changes in value recognized through the interim condensed consolidated statements of operations. The fair value of the warrant liability increased from December 31, 2023 to June 30, 2024 as a result of the increase in the Company’s ordinary share price. For the three months ended June 30, 2024 and 2023, the Company recognized losses of $123.0 million and $2.3 million, respectively, on the remeasurement of the warrant liability. For the six months ended June 30, 2024 and 2023, the Company recognized a loss of $146.7 million and a gain of $1.8 million, respectively, on the remeasurement of the warrant liability. The warrant liability is included in other non-current liabilities on the interim condensed consolidated statement of financial position as of December 31, 2023. See Note 11.

The changes in accrued expenses and other current liabilities are based on the timing of accruals for goods and services and payments.

13


10.
LOANS AND FINANCIAL LIABILITIES

A summary of the Group’s loans and financial liabilities recorded at amortized cost as of June 30, 2024 and December 31, 2023 is outlined below:

Loans and financial liabilities

 

 

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Loans and Financial Liabilities

 

Vessels and Ships Financed and Mortgaged

 

(in USD and thousands)

 

€54.2 million loan, variable base rate plus 2.4%, due 2025

 

Viking Baldur, Viking Magni

 

$

19,467

 

 

$

21,740

 

€236.1 million loan, variable at SOFR plus CAS and 2.0%, due through 2024

 

Viking Hermod, Viking Buri, Viking Heimdal, Viking Delling, Viking Lif

 

 

 

 

 

12,619

 

€20.3 million loan, variable base rate plus 2.4%, due 2026

 

Viking Kvasir

 

 

13,401

 

 

 

14,414

 

€288.9 million loan, variable at SOFR plus CAS and 2.0%, due through 2025

 

Viking Hlin, Viking Kara, Viking Mani, Viking Eir, Viking Lofn, Viking Vidar, Viking Skirnir, Viking Modi, Viking Gefjon, Viking Ve, Viking Mimir, Viking Vili

 

 

 

 

 

35,368

 

€225.8 million loan, fixed at 4.73% or variable at SOFR plus CAS and 2.0%, due through 2027

 

Viking Alruna, Viking Egil, Viking Kadlin, Viking Rolf, Viking Tialfi, Viking Vilhjalm, Viking Herja, Viking Hild, Viking Sigrun, Viking Einar

 

 

37,807

 

 

 

83,017

 

$53.5 million loan, fixed at 5.12%, due 2025

 

Viking Idi refinancing, Viking Astrild, Viking Beyla

 

 

16,391

 

 

 

18,398

 

$40.0 million loan, fixed at 5.43%, due 2027

 

Viking Hemming, Viking Osfrid and Viking Torgil refinancing

 

 

17,500

 

 

 

20,000

 

$102.0 million loan, fixed at 5.22% - 5.26%, due 2028

 

Viking Vali, Viking Tir, Viking Ullur, Viking Sigyn

 

 

57,788

 

 

 

63,531

 

$15.1 million loan, variable base rate plus 2.35%, due 2029

 

Viking Helgrim

 

 

10,192

 

 

 

11,029

 

€153.2 million loan, variable at SOFR plus CAS and 1.30% - 1.40%, due through 2029

 

Viking Hervor, Viking Gersemi, Viking Kari, Viking Radgrid, Viking Skaga, Viking Fjorgyn

 

 

95,460

 

 

 

129,222

 

€53.6 million loan, variable at SOFR plus CAS and 1.30% - 1.40%, due through 2029

 

Viking Gymir, Viking Egdir

 

 

41,134