6-K: Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments
Published on November 19, 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 November 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
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 United States 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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
Notes |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cruise and land |
|
|
|
$ |
1,564,842 |
|
|
$ |
1,402,252 |
|
|
$ |
3,710,665 |
|
|
$ |
3,341,830 |
|
Onboard and other |
|
|
|
|
113,895 |
|
|
|
104,546 |
|
|
|
273,488 |
|
|
|
248,733 |
|
Total revenue |
|
4 |
|
|
1,678,737 |
|
|
|
1,506,798 |
|
|
|
3,984,153 |
|
|
|
3,590,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cruise operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commissions and transportation costs |
|
|
|
|
(366,616 |
) |
|
|
(337,892 |
) |
|
|
(850,104 |
) |
|
|
(804,959 |
) |
Direct costs of cruise, land and onboard |
|
|
|
|
(213,254 |
) |
|
|
(188,155 |
) |
|
|
(502,204 |
) |
|
|
(441,848 |
) |
Vessel operating |
|
|
|
|
(329,249 |
) |
|
|
(317,387 |
) |
|
|
(939,337 |
) |
|
|
(905,457 |
) |
Total cruise operating expenses |
|
|
|
|
(909,119 |
) |
|
|
(843,434 |
) |
|
|
(2,291,645 |
) |
|
|
(2,152,264 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administration |
|
|
|
|
(218,978 |
) |
|
|
(188,252 |
) |
|
|
(659,389 |
) |
|
|
(589,571 |
) |
Depreciation, amortization and impairment |
|
8 |
|
|
(61,052 |
) |
|
|
(62,807 |
) |
|
|
(187,104 |
) |
|
|
(188,817 |
) |
Total other operating expenses |
|
|
|
|
(280,030 |
) |
|
|
(251,059 |
) |
|
|
(846,493 |
) |
|
|
(778,388 |
) |
Operating income |
|
|
|
|
489,588 |
|
|
|
412,305 |
|
|
|
846,015 |
|
|
|
659,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
16,758 |
|
|
|
12,607 |
|
|
|
49,965 |
|
|
|
31,440 |
|
Interest expense |
|
|
|
|
(90,002 |
) |
|
|
(122,873 |
) |
|
|
(308,114 |
) |
|
|
(419,800 |
) |
Currency (loss) gain |
|
|
|
|
(18,313 |
) |
|
|
21,096 |
|
|
|
(8,133 |
) |
|
|
6,114 |
|
Private Placement derivative loss |
|
13 |
|
|
— |
|
|
|
(1,494,781 |
) |
|
|
(364,214 |
) |
|
|
(1,428,521 |
) |
Other financial loss |
|
|
|
|
(18,359 |
) |
|
|
(68,475 |
) |
|
|
(164,882 |
) |
|
|
(108,748 |
) |
Income (loss) before income taxes |
|
|
|
|
379,672 |
|
|
|
(1,240,121 |
) |
|
|
50,637 |
|
|
|
(1,259,604 |
) |
Income tax (expense) benefit |
|
|
|
|
(4,872 |
) |
|
|
1,929 |
|
|
|
(13,964 |
) |
|
|
(2,901 |
) |
Net income (loss) |
|
|
|
$ |
374,800 |
|
|
$ |
(1,238,192 |
) |
|
$ |
36,673 |
|
|
$ |
(1,262,505 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to Viking Holdings Ltd |
|
|
|
$ |
375,094 |
|
|
$ |
(1,238,199 |
) |
|
$ |
36,522 |
|
|
$ |
(1,262,499 |
) |
Net (loss) income attributable to non-controlling interests |
|
|
|
$ |
(294 |
) |
|
$ |
7 |
|
|
$ |
151 |
|
|
$ |
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average ordinary and special shares outstanding (in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
15 |
|
|
431,604 |
|
|
|
221,936 |
|
|
|
339,779 |
|
|
|
221,936 |
|
Diluted |
|
15 |
|
|
435,521 |
|
|
|
221,936 |
|
|
|
341,922 |
|
|
|
221,936 |
|
Net income (loss) per share attributable to ordinary and special |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
15 |
|
$ |
0.87 |
|
|
$ |
(3.02 |
) |
|
$ |
0.09 |
|
|
$ |
(3.03 |
) |
Diluted |
|
15 |
|
$ |
0.86 |
|
|
$ |
(3.02 |
) |
|
$ |
0.09 |
|
|
$ |
(3.03 |
) |
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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
|
Notes |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net income (loss) |
|
|
$ |
374,800 |
|
|
$ |
(1,238,192 |
) |
|
$ |
36,673 |
|
|
$ |
(1,262,505 |
) |
||
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 |
|
|
|
(4,434 |
) |
|
|
(2,405 |
) |
|
|
(584 |
) |
|
|
10,271 |
|
||
Net change in cash flow hedges |
18 |
|
|
23,386 |
|
|
|
(14,362 |
) |
|
|
4,369 |
|
|
|
(16,580 |
) |
||
Net other comprehensive income (loss) to be reclassified to net income (loss) in subsequent periods |
|
|
|
|
18,952 |
|
|
|
(16,767 |
) |
|
|
3,785 |
|
|
|
(6,309 |
) |
|
Other comprehensive income (loss), net of tax |
|
|
|
18,952 |
|
|
|
(16,767 |
) |
|
|
3,785 |
|
|
|
(6,309 |
) |
||
Total comprehensive income (loss) |
|
|
$ |
393,752 |
|
|
$ |
(1,254,959 |
) |
|
$ |
40,458 |
|
|
$ |
(1,268,814 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total comprehensive income (loss) attributable to Viking Holdings Ltd |
|
|
$ |
394,034 |
|
|
$ |
(1,254,963 |
) |
|
$ |
40,306 |
|
|
$ |
(1,268,780 |
) |
||
Total comprehensive (loss) income attributable to non-controlling interests |
|
|
$ |
(282 |
) |
|
$ |
4 |
|
|
$ |
152 |
|
|
$ |
(34 |
) |
||
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 |
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
|
|
|
|
|
|
|
(audited) |
|
||
Assets |
|
|
|
|
|
|
|
|||
Non-current assets |
|
|
|
|
|
|
|
|||
Property, plant and equipment and intangible assets |
|
8 |
|
$ |
5,878,503 |
|
|
$ |
5,684,315 |
|
Right-of-use assets |
|
|
|
|
273,145 |
|
|
|
268,834 |
|
Investments in associated companies |
|
|
|
|
12,655 |
|
|
|
10,473 |
|
Deferred tax assets |
|
|
|
|
48,580 |
|
|
|
42,853 |
|
Other non-current assets |
|
|
|
|
149,538 |
|
|
|
136,855 |
|
Total non-current assets |
|
|
|
|
6,362,421 |
|
|
|
6,143,330 |
|
Current assets |
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
5 |
|
|
2,385,458 |
|
|
|
1,513,713 |
|
Accounts and other receivables |
|
6 |
|
|
236,748 |
|
|
|
344,754 |
|
Inventories |
|
|
|
|
59,451 |
|
|
|
54,602 |
|
Prepaid expenses and other current assets |
|
7 |
|
|
500,572 |
|
|
|
427,202 |
|
Current receivables due from related parties |
|
20 |
|
|
3,836 |
|
|
|
12,316 |
|
Total current assets |
|
|
|
|
3,186,065 |
|
|
|
2,352,587 |
|
Total assets |
|
|
$ |
9,548,486 |
|
|
$ |
8,495,917 |
|
|
Shareholders' equity and liabilities |
|
|
|
|
|
|
|
|||
Shareholders' equity |
|
|
$ |
(781,408 |
) |
|
$ |
(5,349,879 |
) |
|
Non-current liabilities |
|
|
|
|
|
|
|
|||
Long-term portion of bank loans and financial liabilities |
|
10 |
|
|
1,574,167 |
|
|
|
1,757,372 |
|
Secured Notes |
|
10 |
|
|
1,017,031 |
|
|
|
1,015,657 |
|
Long-term portion of Unsecured Notes |
|
10 |
|
|
2,024,017 |
|
|
|
2,270,246 |
|
Private Placement liability |
|
13 |
|
|
— |
|
|
|
1,394,552 |
|
Private Placement derivative |
|
13 |
|
|
— |
|
|
|
2,640,759 |
|
Long-term portion of lease liabilities |
|
|
|
|
218,771 |
|
|
|
227,956 |
|
Deferred tax liabilities |
|
|
|
|
3,860 |
|
|
|
4,082 |
|
Other non-current liabilities |
|
11 |
|
|
26,503 |
|
|
|
171,281 |
|
Total non-current liabilities |
|
|
|
|
4,864,349 |
|
|
|
9,481,905 |
|
Current liabilities |
|
|
|
|
|
|
|
|||
Accounts payables |
|
|
|
|
264,005 |
|
|
|
244,581 |
|
Short-term portion of bank loans and financial liabilities |
|
10 |
|
|
200,217 |
|
|
|
253,020 |
|
Short-term portion of Unsecured Notes |
|
10 |
|
|
249,422 |
|
|
|
— |
|
Short-term portion of lease liabilities |
|
|
|
|
29,017 |
|
|
|
24,670 |
|
Deferred revenue |
|
4 |
|
|
4,036,076 |
|
|
|
3,486,579 |
|
Accrued expenses and other current liabilities |
|
9 |
|
|
686,808 |
|
|
|
355,041 |
|
Total current liabilities |
|
|
|
|
5,465,545 |
|
|
|
4,363,891 |
|
Total shareholders' equity and liabilities |
|
|
$ |
9,548,486 |
|
|
$ |
8,495,917 |
|
|
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
5
VIKING HOLDINGS LTD
(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 |
|
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 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,262,499 |
) |
|
(6 |
) |
|
(1,262,505 |
) |
Other comprehensive loss |
18 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,299 |
|
|
— |
|
|
(16,580 |
) |
|
— |
|
|
(28 |
) |
|
(6,309 |
) |
Total comprehensive loss |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,299 |
|
|
— |
|
|
(16,580 |
) |
|
(1,262,499 |
) |
|
(34 |
) |
|
(1,268,814 |
) |
Dividend distribution |
12 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(24,624 |
) |
|
— |
|
|
(24,624 |
) |
Stock based compensation |
14 |
|
— |
|
|
— |
|
|
— |
|
|
15,074 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
15,074 |
|
Income tax impact due to stock based compensation |
14 |
|
— |
|
|
— |
|
|
— |
|
|
17,238 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,238 |
|
Balance at September 30, 2023 |
|
$ |
2,253 |
|
$ |
(44,565 |
) |
$ |
— |
|
$ |
165,932 |
|
$ |
6,563 |
|
$ |
2,667 |
|
$ |
(8,991 |
) |
$ |
(4,881,630 |
) |
$ |
3,228 |
|
$ |
(4,754,543 |
) |
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 income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
36,522 |
|
|
151 |
|
|
36,673 |
|
Other comprehensive income |
18 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(585 |
) |
|
— |
|
|
4,369 |
|
|
— |
|
|
1 |
|
|
3,785 |
|
Total comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(585 |
) |
|
— |
|
|
4,369 |
|
|
36,522 |
|
|
152 |
|
|
40,458 |
|
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 |
|
— |
|
|
— |
|
|
— |
|
|
10,534 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
10,534 |
|
Income tax impact due to stock based compensation |
14 |
|
— |
|
|
— |
|
|
— |
|
|
13,677 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
13,677 |
|
Balance at September 30, 2024 |
|
$ |
4,369 |
|
$ |
4,600,342 |
|
$ |
(124,109 |
) |
$ |
202,540 |
|
$ |
3,618 |
|
$ |
(83 |
) |
$ |
13,684 |
|
$ |
(5,485,038 |
) |
$ |
3,269 |
|
$ |
(781,408 |
) |
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)
|
|
|
|
Nine Months Ended |
|
|||||
|
|
|
|
September 30, |
|
|||||
|
|
Notes |
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
||
Net income (loss) |
|
|
|
$ |
36,673 |
|
|
$ |
(1,262,505 |
) |
Adjustments to reconcile net income (loss) to net cash flows |
|
|
|
|
|
|
|
|
||
Depreciation, amortization and impairment |
|
8 |
|
|
187,104 |
|
|
|
188,817 |
|
Amortization of debt transaction costs |
|
|
|
|
22,713 |
|
|
|
29,167 |
|
Loss on early extinguishment of debt |
|
|
|
|
— |
|
|
|
48,033 |
|
Private Placement derivative loss |
|
13 |
|
|
364,214 |
|
|
|
1,428,521 |
|
Foreign currency loss (gain) on loans |
|
10 |
|
|
6,027 |
|
|
|
(17,742 |
) |
Non-cash financial loss |
|
|
|
|
162,562 |
|
|
|
116,001 |
|
Stock based compensation expense |
|
14 |
|
|
10,534 |
|
|
|
15,074 |
|
Interest income |
|
|
|
|
(49,965 |
) |
|
|
(31,440 |
) |
Interest expense |
|
|
|
|
285,401 |
|
|
|
342,600 |
|
Dividend income |
|
|
|
|
(443 |
) |
|
|
(2,969 |
) |
Changes in working capital: |
|
|
|
|
|
|
|
|
||
Increase in deferred revenue |
|
4 |
|
|
549,497 |
|
|
|
273,413 |
|
Changes in other liabilities and assets |
|
|
|
|
148,424 |
|
|
|
123,151 |
|
Increase in inventories |
|
|
|
|
(4,532 |
) |
|
|
(7,877 |
) |
Changes in deferred tax assets and liabilities |
|
|
|
|
7,728 |
|
|
|
(5,023 |
) |
Changes in other non-current assets and other non-current liabilities |
|
|
|
|
(16,322 |
) |
|
|
28,868 |
|
Changes in related party receivables and payables |
|
|
|
|
8,480 |
|
|
|
6,839 |
|
Income taxes paid |
|
|
|
|
(6,606 |
) |
|
|
(5,179 |
) |
Net cash flow from operating activities |
|
|
|
|
1,711,489 |
|
|
|
1,267,749 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
||
Investments in property, plant and equipment and intangible assets |
|
8 |
|
|
(367,021 |
) |
|
|
(578,121 |
) |
Capital contribution to associated company |
|
20 |
|
|
(6,500 |
) |
|
|
(7,000 |
) |
Prepayment for vessel charter |
|
|
|
|
— |
|
|
|
(1,382 |
) |
Dividends received |
|
|
|
|
443 |
|
|
|
2,969 |
|
Interest received |
|
|
|
|
52,361 |
|
|
|
31,440 |
|
Net cash flow used in investing activities |
|
|
|
|
(320,717 |
) |
|
|
(552,094 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
||
Repayment of borrowings |
|
10 |
|
|
(256,530 |
) |
|
|
(894,922 |
) |
Proceeds from borrowings |
|
|
|
|
— |
|
|
|
1,069,088 |
|
Transaction costs incurred for borrowings |
|
10 |
|
|
(4,698 |
) |
|
|
(51,252 |
) |
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 |
) |
Penalties paid for early extinguishment of debt |
|
|
|
|
— |
|
|
|
(32,906 |
) |
Principal payments for lease liabilities |
|
|
|
|
(23,102 |
) |
|
|
(14,067 |
) |
Interest payments for lease liabilities |
|
|
|
|
(15,761 |
) |
|
|
(17,271 |
) |
Interest paid |
|
|
|
|
(322,912 |
) |
|
|
(330,521 |
) |
Net cash flow used in financing activities |
|
|
|
|
(522,134 |
) |
|
|
(296,475 |
) |
Change in cash and cash equivalents |
|
|
|
|
868,638 |
|
|
|
419,180 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
3,107 |
|
|
|
(1,699 |
) |
Net increase in cash and cash equivalents |
|
|
|
$ |
871,745 |
|
|
$ |
417,481 |
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at January 1 |
|
5 |
|
$ |
1,513,713 |
|
|
$ |
1,253,140 |
|
Cash and cash equivalents at September 30 |
|
5 |
|
|
2,385,458 |
|
|
|
1,670,621 |
|
Net increase in cash and cash equivalents |
|
|
|
$ |
871,745 |
|
|
$ |
417,481 |
|
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
SEPTEMBER 30, 2024
(unaudited)
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 nine months ended September 30, 2024 were authorized for issuance by the Company’s Board of Directors on November 19, 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 prior to the IPO were subject to a liquidity vesting condition and some RSUs were 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.
Secondary Offering
On September 13, 2024, the Company completed a secondary offering of 34,500,000 ordinary shares on behalf of TPG VII Valhalla Holdings, L.P. (“TPG”) and CPP Investment Board PMI-3 Inc. (“CPP Investments”) at a price of $31.00 per share, which included the full exercise by the underwriters of their option to purchase an additional 4,500,000 ordinary shares (the “Secondary Offering”). The Company did not issue any ordinary shares and did not receive any proceeds from the Secondary Offering. The Company incurred $1.3 million in costs associated with the Secondary Offering, which are included in selling and administration on the interim condensed consolidated statement of operations.
As of September 30, 2024, the Company had 431,603,528 total ordinary shares and special shares outstanding, comprised of 303,832,404 ordinary shares and 127,771,124 special shares. See Note 12.
Basis of preparation
The interim financial statements for the three and nine months ended September 30, 2024 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The
8
interim financial statements are prepared based on the same accounting policies used in the Group’s annual consolidated financial statements as of and for the year ended December 31, 2023 (the “annual consolidated financial statements”).
The interim financial statements are unaudited and do not include all the information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Group’s audited consolidated financial statements and notes included in its IPO prospectus, dated April 30, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 2, 2024 (the “IPO Prospectus”) in connection with the Company’s IPO.
The interim financial statements have been prepared on a historical cost basis, except for forward foreign currency contracts, financial assets and liabilities at fair value through profit or loss, the warrant liability and the Private Placement derivative, which are carried at fair value and are re-measured through the interim condensed consolidated statements of operations and the interim condensed consolidated statements of other comprehensive income (loss).
Except as otherwise noted, all amounts in the interim financial statements are presented in United States (“U.S.”) Dollars (“USD” or “$”) 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.
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
Disaggregation of revenue
The table below disaggregates total revenue by reportable segment (see Note 16) for the three and nine months ended September 30, 2024 and 2023:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
(in USD and thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
River |
|
$ |
880,111 |
|
|
$ |
808,533 |
|
|
$ |
1,937,289 |
|
|
$ |
1,771,808 |
|
Ocean |
|
|
663,601 |
|
|
|
580,795 |
|
|
|
1,684,506 |
|
|
|
1,508,344 |
|
Other |
|
|
135,025 |
|
|
|
117,470 |
|
|
|
362,358 |
|
|
|
310,411 |
|
Total revenue |
|
$ |
1,678,737 |
|
|
$ |
1,506,798 |
|
|
$ |
3,984,153 |
|
|
$ |
3,590,563 |
|
Total revenue for the three months ended September 30, 2024 increased by $171.9 million to $1,678.7 million from $1,506.8 million for the same period in 2023. Total revenue for the nine months ended September 30, 2024 increased by $393.6 million to $3,984.2 million from $3,590.6 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, including the Viking Aton and Viking Hathor, which were delivered in August 2023 and August 2024, respectively, and the commencement of the Viking Yi Dun accommodation agreement in September 2024. Additionally, for the nine months ended September 30, 2024, the Group had an earlier season start for certain river vessels in Europe beginning in January and operated the Viking Saturn, delivered in April 2023, for the entirety of the nine months ended September 30, 2024.
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 nine months ended September 30, 2024 and 2023:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
September 30, |
|
|
September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
North America |
|
|
89.2 |
% |
|
|
88.6 |
% |
|
|
89.6 |
% |
|
|
89.7 |
% |
Australia |
|
|
5.8 |
% |
|
|
6.0 |
% |
|
|
5.3 |
% |
|
|
5.0 |
% |
Other |
|
|
5.0 |
% |
|
|
5.4 |
% |
|
|
5.1 |
% |
|
|
5.3 |
% |
|
|
|
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 September 30, 2024 and December 31, 2023, deferred revenue was $4,036.1 million and $3,486.6 million, respectively. Of the $4,036.1 million deferred revenue balance as of September 30, 2024, $52.6 million related to Risk Free Vouchers and $13.7 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.
A summary of the Group’s cash and cash equivalents as of September 30, 2024 and December 31, 2023 is outlined below:
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Cash at bank and in hand |
|
$ |
2,069,209 |
|
|
$ |
1,481,370 |
|
Credit card receivables |
|
|
316,249 |
|
|
|
32,343 |
|
Total |
|
$ |
2,385,458 |
|
|
$ |
1,513,713 |
|
As of September 30, 2024 and December 31, 2023, cash at bank and in hand included $140.9 million and $148.2 million, respectively, subject to restrictions on use arising from contracts with third parties.
10
A summary of the Group’s accounts and other receivables as of September 30, 2024 and December 31, 2023 is outlined below:
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Credit card receivables |
|
$ |
85,683 |
|
|
$ |
207,374 |
|
Accounts receivable |
|
|
60,859 |
|
|
|
49,988 |
|
Yard receivables |
|
|
42,512 |
|
|
|
19,932 |
|
Indirect tax receivables |
|
|
34,603 |
|
|
|
41,982 |
|
Other |
|
|
13,091 |
|
|
|
25,478 |
|
Total |
|
$ |
236,748 |
|
|
$ |
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 vendor receivables, insurance receivables, airline receivables and passenger receivables.
A summary of the Group’s prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 is outlined below:
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Air |
|
$ |
275,580 |
|
|
$ |
161,992 |
|
Commissions |
|
|
54,269 |
|
|
|
39,766 |
|
Operating, product and administration costs |
|
|
53,472 |
|
|
|
57,181 |
|
Credit card fees |
|
|
40,467 |
|
|
|
32,531 |
|
Debt transaction costs |
|
|
31,466 |
|
|
|
12,332 |
|
Advertising |
|
|
10,991 |
|
|
|
10,470 |
|
Forward foreign currency contracts |
|
|
10,826 |
|
|
|
9,315 |
|
Cash deposits |
|
|
10,506 |
|
|
|
20,498 |
|
Restricted cash |
|
|
— |
|
|
|
75,786 |
|
Other |
|
|
12,995 |
|
|
|
7,331 |
|
Total |
|
$ |
500,572 |
|
|
$ |
427,202 |
|
Air increased as of September 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 related to deposits required by certain credit card processors. The deposits, which decreased to zero as of September 30, 2024, compared to December 31, 2023, are based on various factors as determined by the credit card processors.
11
Movements in property, plant and equipment and intangible assets during the nine months ended September 30, 2024 are outlined below:
(in USD and thousands) |
River |
|
Ocean and |
|
River |
|
Ocean |
|
Office |
|
Land & |
|
Other |
|
Intangible |
|
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 |
|
26,512 |
|
|
1,676 |
|
|
218,997 |
|
|
101,565 |
|
|
1,272 |
|
|
1,701 |
|
|
1,470 |
|
|
13,828 |
|
|
367,021 |
|
Disposals |
|
(4,449 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,121 |
) |
|
(1,218 |
) |
|
— |
|
|
(24,495 |
) |
|
(33,283 |
) |
Reclassified from right-of-use-assets |
|
— |
|
|
95 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
95 |
|
Reclassified between assets |
|
34,706 |
|
|
— |
|
|
(34,706 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Reclassified to inventory |
|
(317 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(317 |
) |
Effect of currency translation |
|
823 |
|
|
— |
|
|
468 |
|
|
— |
|
|
60 |
|
|
249 |
|
|
19 |
|
|
66 |
|
|
1,685 |
|
Cost as of September 30, 2024 |
$ |
2,678,489 |
|
$ |
4,003,101 |
|
$ |
296,678 |
|
$ |
399,622 |
|
$ |
19,697 |
|
$ |
22,518 |
|
$ |
54,797 |
|
$ |
160,544 |
|
$ |
7,635,446 |
|
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 |
|
(61,111 |
) |
|
(88,434 |
) |
|
— |
|
|
— |
|
|
(2,350 |
) |
|
(551 |
) |
|
(1,419 |
) |
|
(14,790 |
) |
|
(168,655 |
) |
Depreciation and amortization of disposals |
|
713 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,119 |
|
|
— |
|
|
— |
|
|
24,488 |
|
|
28,320 |
|
Reclassified from right-of-use-assets |
|
— |
|
|
(95 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(95 |
) |
Effect of currency translation |
|
(364 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(43 |
) |
|
(109 |
) |
|
(12 |
) |
|
(55 |
) |
|
(583 |
) |
Accumulated depreciation, amortization and impairment as of September 30, 2024 |
$ |
(1,044,253 |
) |
$ |
(551,627 |
) |
$ |
— |
|
$ |
— |
|
$ |
(14,756 |
) |
$ |
(9,206 |
) |
$ |
(37,724 |
) |
$ |
(99,377 |
) |
$ |
(1,756,943 |
) |
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 September 30, 2024 |
$ |
1,634,236 |
|
$ |
3,451,474 |
|
$ |
296,678 |
|
$ |
399,622 |
|
$ |
4,941 |
|
$ |
13,312 |
|
$ |
17,073 |
|
$ |
61,167 |
|
$ |
5,878,503 |
|
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 September 30, 2024, the Group’s river fleet consisted of 82 river vessels, of which 58 are Longships, 10 are small classes based on the Longship design, 12 are other river vessels and two are river vessel charters, including the Viking Mississippi.
During the nine months ended September 30, 2024, additions to river vessels and equipment included $26.5 million in improvements to river vessels.
During the nine months ended September 30, 2024, there were $219.0 million in additions to river vessels under construction, of which $164.0 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 $55.0 million related to Egypt river vessels under construction scheduled for delivery between 2024 and 2026.
During the nine months ended September 30, 2024, the Group reclassified $34.7 million from river vessels under construction to river vessels and equipment in conjunction with the delivery of the Viking Hathor, which was delivered in August 2024.
Ocean and expedition ships
In 2015, the Group took delivery of its first ocean ship and as of September 30, 2024, the Group had a fleet of 10 ocean ships, which included the Zhao Shang Yi Dun (“Viking Yi Dun”) for select sailings. The Viking Yi Dun is owned and operated by China Merchants Viking Cruises Limited (“CMV”), a related party. 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 September 30, 2024, the Group had a fleet of two expedition ships.
During the nine months ended September 30, 2024, the Group capitalized $101.6 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 the Viking Mira, $24.8 million for Ship XIV, $25.4 million for Ship XV and $4.4 million in other costs.
12
The Group did not identify any impairment indicators related to property, plant and equipment and intangible assets as of September 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, such as inflation or 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.
A summary of the Group’s accrued expenses and other current liabilities as of September 30, 2024 and December 31, 2023 is outlined below:
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Warrant liability |
|
$ |
299,594 |
|
|
$ |
— |
|
Payroll and employee costs |
|
|
80,975 |
|
|
|
25,830 |
|
Operating costs |
|
|
55,215 |
|
|
|
55,880 |
|
Product and commission costs |
|
|
50,830 |
|
|
|
34,124 |
|
Interest payable |
|
|
43,927 |
|
|
|
97,387 |
|
Indirect taxes payable |
|
|
32,882 |
|
|
|
18,250 |
|
Air costs |
|
|
26,115 |
|
|
|
11,787 |
|
Marketing expenses |
|
|
22,883 |
|
|
|
30,681 |
|
Overhead costs |
|
|
21,377 |
|
|
|
23,368 |
|
Travel protection cancellation reserve |
|
|
18,762 |
|
|
|
9,591 |
|
Other |
|
|
34,248 |
|
|
|
48,143 |
|
Total |
|
$ |
686,808 |
|
|
$ |
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’s or CPP Investments’ equity investment 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 can vest prior to the end of the vesting period, based on the proceeds or price 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 other financial loss in the interim condensed consolidated statements of operations. The fair value of the warrant liability increased from December 31, 2023 to September 30, 2024 primarily as a result of the increase in the Company’s ordinary share price. For the three months ended September 30, 2024 and 2023, the Company recognized losses of $18.6 million and $72.7 million, respectively, on the remeasurement of the warrant liability. For the nine months ended September 30, 2024 and 2023, the Company recognized losses of $165.3 million and $70.9 million, respectively, on the remeasurement of the warrant liability. The warrant liability of $134.3 million as of December 31, 2023 was included in other non-current liabilities on the interim condensed consolidated statement of financial position. 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
A summary of the Group’s loans and financial liabilities recorded at amortized cost as of September 30, 2024 and December 31, 2023 is outlined below:
Loans and financial liabilities
|
|
|
|
September 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 |
|
$ |
18,294 |
|
|
$ |
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 |
|
|
— |
|
||||