6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]
Published on May 20, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May
Commission File Number:
(Translation of registrant’s name into English)
(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)
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Three Months Ended |
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March 31, |
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Notes |
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2025 |
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2024 |
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Revenue |
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Cruise and land |
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$ |
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$ |
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Onboard and other |
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Total revenue |
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4 |
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Cruise operating expenses |
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Commissions and transportation costs |
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( |
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( |
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Direct costs of cruise, land and onboard |
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( |
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( |
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Vessel operating |
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( |
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( |
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Total cruise operating expenses |
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( |
) |
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( |
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Other operating expenses |
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Selling and administration |
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( |
) |
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( |
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Depreciation and amortization |
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8 |
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( |
) |
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( |
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Total other operating expenses |
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( |
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( |
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Operating loss |
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( |
) |
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( |
) |
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Non-operating income (expense) |
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Interest income |
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Interest expense |
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( |
) |
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( |
) |
Currency (loss) gain |
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( |
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Private Placement derivative loss |
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11 |
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( |
) |
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Other financial loss |
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( |
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( |
) |
Loss before income taxes |
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( |
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( |
) |
Income tax expense |
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( |
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( |
) |
Net loss |
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$ |
( |
) |
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$ |
( |
) |
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Net loss attributable to Viking Holdings Ltd |
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$ |
( |
) |
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$ |
( |
) |
Net income attributable to non-controlling interests |
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$ |
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$ |
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Weighted-average ordinary and special shares outstanding (in thousands) |
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Basic |
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13 |
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Diluted |
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13 |
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Net loss per share attributable to ordinary and special shares |
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Basic |
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13 |
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$ |
( |
) |
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$ |
( |
) |
Diluted |
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13 |
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$ |
( |
) |
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$ |
( |
) |
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)
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Three Months Ended |
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March 31, |
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Notes |
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2025 |
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2024 |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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Other comprehensive income (loss) |
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Other comprehensive income (loss) to be reclassified to net income (loss) in subsequent periods: |
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Exchange differences on translation of foreign operations |
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Net change in cash flow hedges |
16 |
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( |
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Net other comprehensive income (loss) to be reclassified to net income (loss) in subsequent periods |
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( |
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Other comprehensive income (loss), net of tax |
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( |
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Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
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Total comprehensive loss attributable to Viking Holdings Ltd |
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$ |
( |
) |
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$ |
( |
) |
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Total comprehensive income attributable to non-controlling interests |
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$ |
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$ |
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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)
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Notes |
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March 31, 2025 |
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December 31, 2024 |
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(audited) |
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Assets |
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Non-current assets |
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Property, plant and equipment and intangible assets |
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8 |
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$ |
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$ |
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Right-of-use assets |
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Deferred tax assets |
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Other non-current assets |
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Total non-current assets |
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Current assets |
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Cash and cash equivalents |
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5 |
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Accounts and other receivables |
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6 |
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Inventories |
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Prepaid expenses and other current assets |
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7 |
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Total current assets |
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Total assets |
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$ |
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$ |
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Shareholders’ equity and liabilities |
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Shareholders’ equity |
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$ |
( |
) |
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$ |
( |
) |
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Non-current liabilities |
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Long-term portion of bank loans and financial liabilities |
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10 |
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Secured Notes |
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10 |
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Long-term portion of Unsecured Notes |
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10 |
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Long-term portion of lease liabilities |
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Other non-current liabilities |
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Total non-current liabilities |
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Current liabilities |
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Accounts payables |
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Short-term portion of bank loans and financial liabilities |
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10 |
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Short-term portion of Unsecured Notes |
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10 |
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Short-term portion of lease liabilities |
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Deferred revenue |
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Accrued expenses and other current liabilities |
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9 |
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Total current liabilities |
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Total shareholders’ equity and liabilities |
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$ |
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$ |
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The accompanying notes are an integral part of these interim condensed consolidated financial statements.
5
VIKING HOLDINGS LTD
(in USD and thousands, unaudited)
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Attributable to the equity holders of the parent |
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Notes |
Share capital |
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Share premium |
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Treasury shares |
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Other paid-in equity |
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Translation adjustment |
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Pension |
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Cash flow hedge |
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Retained losses |
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Non-controlling interests |
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Total shareholders’ equity |
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Balance at January 1, 2024 |
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$ |
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$ |
( |
) |
$ |
— |
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$ |
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$ |
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$ |
( |
) |
$ |
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$ |
( |
) |
$ |
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$ |
( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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Other comprehensive loss |
16 |
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— |
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— |
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— |
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— |
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— |
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( |
) |
|
— |
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( |
) |
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( |
) |
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Total comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
|
( |
) |
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( |
) |
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Dividend distribution by subsidiary to non-controlling interests |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
|
( |
) |
|
( |
) |
Stock based compensation |
12 |
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— |
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— |
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— |
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— |
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— |
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|
— |
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— |
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|
— |
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Income tax impact due to stock based compensation |
12 |
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— |
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— |
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— |
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— |
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— |
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|
— |
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|
— |
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— |
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Balance at March 31, 2024 |
|
$ |
|
$ |
( |
) |
$ |
— |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
||||
Balance at January 1, 2025 |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
|||||
Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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|
( |
) |
|
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|
( |
) |
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Other comprehensive income |
16 |
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— |
|
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— |
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— |
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— |
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— |
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|
— |
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||||
Total comprehensive loss |
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— |
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— |
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— |
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— |
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— |
|
|
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( |
) |
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( |
) |
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Issuance of ordinary shares upon exercise of stock options |
12 |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Dividend distribution by subsidiary to non-controlling interests |
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— |
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— |
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— |
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— |
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— |
|
|
— |
|
|
— |
|
|
( |
) |
|
( |
) |
|
( |
) |
Stock based compensation |
12 |
|
— |
|
|
— |
|
|
— |
|
|
|
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— |
|
|
— |
|
|
— |
|
|
— |
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|
— |
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Income tax impact due to stock based compensation |
12 |
|
— |
|
|
— |
|
|
— |
|
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( |
) |
|
— |
|
|
— |
|
|
— |
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|
— |
|
|
— |
|
|
( |
) |
Balance at March 31, 2025 |
|
$ |
|
$ |
|
$ |
( |
) |
$ |
|
$ |
|
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
$ |
|
$ |
( |
) |
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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)
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Three Months Ended |
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March 31, |
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Notes |
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2025 |
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2024 |
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Cash flows from operating activities |
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Net loss |
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$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash flows |
|
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Depreciation and amortization |
|
8 |
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Amortization of debt transaction costs |
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Private Placement derivative loss |
|
11 |
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Foreign currency loss (gain) on loans |
|
10 |
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( |
) |
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Non-cash financial loss |
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Stock based compensation expense |
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12 |
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Interest income |
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( |
) |
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( |
) |
Interest expense |
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Dividend income |
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( |
) |
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Changes in working capital: |
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Increase in deferred revenue |
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Changes in other liabilities and assets |
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( |
) |
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( |
) |
(Increase) decrease in inventories |
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( |
) |
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Changes in deferred tax assets and liabilities |
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( |
) |
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Changes in other non-current assets and other non-current liabilities |
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( |
) |
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Income taxes paid |
|
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( |
) |
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( |
) |
Net cash flow from operating activities |
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Cash flows from investing activities |
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Investments in property, plant and equipment and intangible assets |
|
8 |
|
|
( |
) |
|
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( |
) |
Capital contribution to associated company |
|
18 |
|
|
|
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( |
) |
|
Prepayment for vessel charter |
|
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( |
) |
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Dividends received |
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Interest received |
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Net cash flow used in investing activities |
|
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( |
) |
|
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( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
||
Repayment of borrowings |
|
10 |
|
|
( |
) |
|
|
( |
) |
Dividend distribution by subsidiary to non-controlling interests |
|
|
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
12 |
|
|
|
|
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|
||
Principal payments for lease liabilities |
|
|
|
|
( |
) |
|
|
( |
) |
Interest payments for lease liabilities |
|
|
|
|
( |
) |
|
|
( |
) |
Interest paid |
|
|
|
|
( |
) |
|
|
( |
) |
Net cash flow used in financing activities |
|
|
|
|
( |
) |
|
|
( |
) |
Change in cash and cash equivalents |
|
|
|
|
|
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||
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
|
( |
) |
|
Net increase in cash and cash equivalents |
|
|
|
$ |
|
|
$ |
|
||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents at January 1 |
|
5 |
|
$ |
|
|
$ |
|
||
Cash and cash equivalents at March 31 |
|
5 |
|
|
|
|
|
|
||
Net increase in cash and cash equivalents |
|
|
|
$ |
|
|
$ |
|
||
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
MARCH 31, 2025
(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 months ended March 31, 2025 were authorized for issuance by the Company’s Board of Directors on May 20, 2025.
Basis of preparation
The interim financial statements for the three months ended March 31, 2025 have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (the “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, 2024 (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 Form 20-F for the year ended December 31, 2024 filed with the SEC on March 11, 2025.
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).
As described in the Group’s annual consolidated financial statements, the Group identified an error, which was not material, individually or in the aggregate to the Group’s previously issued interim and annual consolidated financial statements, related to the capitalization of interest in the cost of its ships and revised its prior period interim financial statements to correct this error, including all impacted footnote disclosures. See Notes 2 and 28 to the Group’s annual consolidated financial statements for additional information.
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.
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.
There are no IFRS® Accounting Standards as issued by the IASB or IFRIC® Interpretations that are expected to have a material impact on the Group in the current or future reporting periods or on foreseeable future transactions, other than those included in the annual consolidated 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
8
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.
Disaggregation of revenue
The table below disaggregates total revenue by reportable segment (see Note 14) for the three months ended March 31, 2025 and 2024:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Ocean |
|
$ |
|
|
$ |
|
||
River |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
||
Total revenue for the three months ended March 31, 2025 increased by $
Regional economic trends affect the Group’s revenue and cash flows.
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
North America |
|
|
% |
|
|
% |
||
Other |
|
|
% |
|
|
% |
||
|
|
|
% |
|
|
% |
||
The disaggregation by source market is similar across all reportable segments.
The Group’s vessels and ships primarily operate in Europe.
A summary of the Group’s cash and cash equivalents as of March 31, 2025 and December 31, 2024 is outlined below:
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Cash at bank and in hand |
|
$ |
|
|
$ |
|
||
Credit card receivables |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
As of March 31, 2025 and December 31, 2024, cash at bank and in hand included $
9
A summary of the Group’s accounts and other receivables as of March 31, 2025 and December 31, 2024 is outlined below:
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Credit card receivables |
|
$ |
|
|
$ |
|
||
Accounts receivable |
|
|
|
|
|
|
||
Indirect tax receivables |
|
|
|
|
|
|
||
Yard receivables |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
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 March 31, 2025 and December 31, 2024 is outlined below:
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Air |
|
$ |
|
|
$ |
|
||
Operating, product and administration costs |
|
|
|
|
|
|
||
Commissions |
|
|
|
|
|
|
||
Credit card fees |
|
|
|
|
|
|
||
Debt transaction costs |
|
|
|
|
|
|
||
Advertising |
|
|
|
|
|
|
||
Cash deposits |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Air increased as of March 31, 2025, compared to December 31, 2024, primarily due to the timing of air ticket purchases and seasonality of the Group’s operations.
Movements in property, plant and equipment and intangible assets during the three months ended March 31, 2025 are outlined below:
(in USD and thousands) |
River |
|
|
Ocean and |
|
|
River |
|
|
Ocean |
|
|
Office |
|
|
Land & |
|
|
Other |
|
|
Intangible |
|
|
Total |
|
|||||||||
Cost as of January 1, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Disposals |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Reclassified from right-of-use-assets |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Reclassified between assets |
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||
Effect of currency translation |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost as of March 31, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Accumulated depreciation, amortization and impairment as of January 1, 2025 |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Depreciation and amortization |
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization of disposals |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Reclassified from right-of-use-assets |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Effect of currency translation |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Accumulated depreciation, amortization and impairment as of March 31, 2025 |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
As of January 1, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
As of March 31, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
10
River vessels
River vessels and equipment and river vessels under construction include amounts attributable to the Group’s river fleet, including vessel improvements and equipment for the Viking Mississippi. In 2012, the Group launched the Longship (“Longship”) series of vessels. As of March 31, 2025, the Group’s river fleet consisted of
During the three months ended March 31, 2025, additions to river vessels and equipment included $
During the three months ended March 31, 2025, there were $
Ocean and expedition ships
In 2015, the Group took delivery of its first ocean ship and as of March 31, 2025, the Group had a fleet of
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 March 31, 2025, the Group had a fleet of
The Group did
A summary of the Group’s accrued expenses and other current liabilities as of March 31, 2025 and December 31, 2024 is outlined below:
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
(in USD and thousands) |
|
|
|
|
|
|
||
Payroll and employee costs |
|
$ |
|
|
$ |
|
||
Air costs |
|
|
|
|
|
|
||
Interest payable |
|
|
|
|
|
|
||
Operating costs |
|
|
|
|
|
|
||
Marketing expenses |
|
|
|
|
|
|
||
Product and commission costs |
|
|
|
|
|
|
||
Indirect taxes payable |
|
|
|
|
|
|
||
Overhead costs |
|
|
|
|
|
|
||
Travel protection cancellation reserve |
|
|
|
|
|
|
||
Forward foreign currency contracts |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The changes in accrued expenses and other current liabilities are based on the timing of accruals for goods and services and payments.
11
A summary of the Group’s loans and financial liabilities recorded at amortized cost as of March 31, 2025 and December 31, 2024 is outlined below:
Loans and financial liabilities
|
|
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
Loans and Financial Liabilities |
|
Vessels and Ships Financed and Mortgaged |
|
(in USD and thousands) |
|
|||||
€ |
|
Viking Baldur, Viking Magni |
|
$ |
|
|
$ |
|
||
€ |
|
Viking Kvasir |
|
|
|
|
|
|
||
€ |
|
Viking Herja, Viking Hild, Viking Sigrun, Viking Einar |
|
|
|
|
|
|
||
$ |
|
Viking Idi refinancing, Viking Astrild, Viking Beyla |
|
|
|
|
|
|
||
$ |
|
Viking Hemming, Viking Osfrid and Viking Torgil refinancing |
|
|
|
|
|
|
||
$ |
|
Viking Vali, Viking Tir, Viking Ullur, Viking Sigyn |
|
|
|
|
|
|
||
$ |
|
Viking Helgrim |
|
|
|
|
|
|
||
€ |
|
Viking Hervor, Viking Gersemi, Viking Kari, Viking Radgrid, Viking Skaga, Viking Fjorgyn |
|
|
|
|
|
|
||
€ |
|
Viking Gymir, Viking Egdir |
|
|
|
|
|
|
||
$ |
|
Viking Orion |
|
|
|
|
|
|
||
$ |
|
Viking Jupiter |
|
|
|
|
|
|
||
$ |
|
Viking Octantis |
|
|
|
|
|
|
||
$ |
|
Viking Mars |
|
|
|
|
|
|
||
€ |
|
Viking Neptune |
|
|
|
|
|
|
||
€ |
|
Viking Saturn |
|
|
|
|
|
|
||
$ |
|
Viking Vela |
|
|
|
|
|
|
||
€ |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||
Gross bank loans and financial liabilities |
|
|
|
$ |
|
|
$ |
|
||
Less: Unamortized loan and financial liability fees |
|
|
|
|
( |
) |
|
|
( |
) |
Total bank loans and financial liabilities |
|
|
|
$ |
|
|
$ |
|
||
Less: Short-term portion of bank loans and financial liabilities |
|
|
|
|
( |
) |
|
|
( |
) |
Long-term portion of bank loans and financial liabilities |
|
|
|
$ |
|
|
$ |
|
||
River vessel financing
Hermes Financing
Euler Hermes Aktiengesellschaft (“Hermes”) manages the official export credit guarantee scheme on behalf and for the account of the German Federal Government. Subsidiaries of the Group have loan agreements with lender groups for which Hermes has provided guarantees equal to
12
The Hermes Financing also has financial maintenance covenants that require VRC, as guarantor, and Viking River Cruises AG (“VRC AG”), as borrower, to maintain at all times following the first drawdown, an aggregate amount of consolidated free liquidity, which includes cash and cash equivalents, marketable securities and receivables from credit card processors, equal to or greater than $
€54.2 Million Loan
In January 2013, the Group entered into a loan agreement for €
In 2020 and 2021, the Group deferred principal payments for the €
€20.3 Million Loan
In April 2014, the Group entered into a loan agreement for €
In 2020 and 2021, the Group deferred principal payments for the €
$53.5 Million Loan
In March 2015, the Group entered into a loan agreement for $
$40.0 Million Loan
In December 2017, the Group entered into a loan agreement for $
In 2020 and 2021, the Group amended the $
$102.0 Million Loan
In December 2017, the Group entered into a loan agreement for $
In 2020 and 2021, the Group amended the $
$15.1 Million Loan
In April 2019, the Group entered into a loan agreement for $
13
Other loans
€6.2 Million Loan
In July 2020, the Group entered into a loan agreement for €
20.0 Million CHF Loan
In the third quarter of 2020, the Group obtained a credit facility for
Ocean and Expedition Ship Financing
Charter Financing
The Group previously entered into charter agreements to finance the Viking Orion, Viking Jupiter, Viking Octantis and Viking Mars. The charter agreements are accounted for as financial liabilities. The charter rates for the Viking Orion, Viking Jupiter and Viking Mars are designated as fixed rate charters. The charter rate for the Viking Octantis is designated as a variable rate charter, which is based on SOFR plus the CAS and a margin. The charter periods are
SACE Financing
SACE SpA (“SACE”), which manages the official export credit guarantee scheme on behalf and for account of the Italian Government, provides an insurance policy to the lenders covering
The Group took delivery of the Viking Neptune, Viking Saturn and Viking Vela in November 2022, April 2023 and December 2024, respectively.
As the principal amounts of both the €
14
Secured Notes
|
|
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
Notes |
|
Collateral |
|
(in USD and thousands) |
|
|||||
$ |
|
Viking Star, Viking Sea and Viking Sky |
|
$ |
|
|
$ |
|
||
$ |
|
Viking Venus |
|
|
|
|
|
|
||
Gross Secured Notes |
|
|
|
$ |
|
|
$ |
|
||
Less: Secured Notes fees and discounts |
|
|
|
|
( |
) |
|
|
( |
) |
Total Secured Notes |
|
|
|
$ |
|
|
$ |
|
||
$
In February 2018, VOC Escrow Ltd, a wholly owned subsidiary that was subsequently merged into Viking Ocean Cruises Ltd, issued $
$
In February 2021, Viking Ocean Cruises Ship VII Ltd (“Ship VII”), a wholly owned subsidiary, issued $
The indentures governing the Secured Notes contain customary negative covenants applicable to VCL and its restricted subsidiaries, subject to a number of important exceptions and qualifications, including, without limitation, covenants restricting indebtedness, liens, investments, mergers, affiliate transactions, asset sales, prepayment of indebtedness and dividends and other distributions. VCL and its restricted subsidiaries are generally permitted to incur secured vessel financings for up to
In addition, the indentures governing the Secured Notes contain a cross-default provision whereby the failure by VCL or any of its restricted subsidiaries to make principal payments under other borrowing arrangements or the occurrence of certain events affecting those other borrowing arrangements could trigger an obligation to repay the Secured Notes. Pursuant to the indentures governing the Secured Notes, the issuers or the guarantors also entered into security documents containing customary insurance requirements.
The Secured Notes do not contain any financial maintenance covenants.
15
Unsecured Notes
|
|
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
||
Notes |
|
Purpose |
|
(in USD and thousands) |
|
|||||
$ |
|
|
$ |
|
|
$ |
|
|||
$ |
|
|
|
|
|
|
|
|||
$ |
|
|
|
|
|
|
|
|||
$ |
|
|
|
|
|
|
|
|||
Gross Unsecured Notes |
|
|
|
$ |
|
|
$ |
|
||
Less: Unsecured Notes fees and discounts, |
|
|
|
|
( |
) |
|
|
( |
) |
Total Unsecured Notes |
|
|
|
$ |
|
|
$ |
|
||
Less: Short-term portion of Unsecured Notes |
|
|
|
|
( |
) |
|
|
( |
) |
Long-term portion of Unsecured Notes |
|
|
|
$ |
|
|
$ |
|
||
$
In May 2015, VCL issued $
$
In September 2017, VCL issued $
$
In 2021, VCL issued $
$
In June 2023, VCL issued $
The indentures governing the Unsecured Notes contain customary negative covenants applicable to VCL and its restricted subsidiaries, subject to a number of important exceptions and qualifications, including, without limitation, covenants restricting indebtedness, liens, investments, mergers, affiliate transactions, asset sales, prepayment of indebtedness and dividends and other distributions. VCL and its restricted subsidiaries are generally permitted to incur secured vessel financings for up to
In addition, the indentures governing the Unsecured Notes contain a cross-default provision whereby the failure by VCL or any of its restricted subsidiaries to make principal payments under other borrowing arrangements or the occurrence of certain events affecting those other borrowing arrangements could trigger an obligation to repay the Unsecured Notes.
The Unsecured Notes do not contain any financial maintenance covenants.
16
The indentures governing the Secured Notes and Unsecured Notes include covenants that generally restrict the amount of funds that can be transferred from VCL and its restricted subsidiaries to the Company to a basket, which is calculated based on a cumulative earnings metric.
Revolving Credit Facility
In June 2024, VCL entered into a credit agreement for a five-year revolving credit facility in an aggregate principal amount of $
The Revolving Credit Facility contains affirmative and negative covenants that are customary for a senior secured credit agreement. The negative covenants include, among other things, limitations on asset sales, mergers and consolidations, indebtedness, liens, dividends, investments and transactions with affiliates. The Revolving Credit Facility also contains financial covenants that require VCL to maintain a leverage ratio and interest coverage ratio as per the levels specified in the credit agreement if the aggregate amount of outstanding loans under the Revolving Credit Facility exceeds a certain threshold. VCL and its restricted subsidiaries are generally permitted to incur secured vessel financings for up to
Undrawn borrowing facilities
As of March 31, 2025, the Group had signed SACE Financing for the Viking Vesta, Viking Mira, Viking Libra, Viking Astrea, Ship XVI, Ship XVII, Ship XVIII, Ship XIX and Ship XX. The Group also has a loan agreement for €
IPO and Warrants
On May 3, 2024, the Company closed its initial public offering (the “IPO”) of its ordinary shares. The Company issued
Series C Private Placement Derivative
The Company previously issued Series C Preference Shares, which were accounted for at fair value as a financial liability as certain conversion features under the Company’s bye laws in effect prior to the IPO were not within the control of the Company and could have been cash settled. The equity conversion features were bifurcated from the liability as an embedded derivative (the “Private Placement derivative”). For the three months ended March 31, 2024, the Company recognized a Private Placement derivative loss of $
Additionally, prior to the IPO, in preference to the holders of the ordinary shares, non-voting ordinary shares, special shares and preference shares, the Series C Preference Shares were entitled to receive dividends on a periodic basis (“Series C Preferential Dividend”). For the three months ended March 31, 2024, the Company recognized $
Warrants
The Company previously issued two warrants for
17
Share Capital Structure
As of March 31, 2025 and December 31, 2024, the authorized, issued and outstanding share capital was as follows:
|
As of March 31, 2025 |
|
|
As of December 31, 2024 |
|
||||||||||||||
|
Shares Authorized |
|
Shares Issued |
|
Shares |
|
|
Shares Authorized |
|
Shares Issued |
|
Shares |
|
||||||
Ordinary Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Special Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The Company maintains the Viking Holdings Ltd Second Amended and Restated 2018 Equity Incentive Plan (the “2018 Incentive Plan”). As of March 31, 2025, the Company had reserved
For the three months ended March 31, 2025, the Group recognized stock based compensation expense of $
The terms of the Group’s stock based awards are described in the Group’s annual consolidated financial statements as of and for the year ended December 31, 2024.
RSUs
For the three months ended March 31, 2025, RSU activity was as follows:
|
|
Number of RSUs |
|
|
Weighted-Average Grant-date Fair Value |
|
||
Outstanding at January 1, 2025 |
|
|
|
|
$ |
|
||
Granted during the year |
|
|
|
|
|
|
||
Forfeited during the year |
|
|
( |
) |
|
|
|
|
Outstanding at March 31, 2025 |
|
|
|
|
$ |
|
||
As of March 31, 2025, the Group had $
PSUs
In February 2025, the Company granted
18
Stock options
For the three months ended March 31, 2025, stock option activity was as follows:
|
|
Number of Options |
|
|
Weighted-Average Exercise Price |
|
|
Weighted Average Share Price on Exercise Date |
|
Weighted-Average Remaining Contractual Term (in years) |
|
||||
Outstanding at January 1, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
||||
Exercised during the year |
|
|
( |
) |
|
$ |
|
|
$ |
|
|
|
|||
Outstanding at March 31, 2025 |
|
|
|
|
$ |
|
(1) |
|
|
|
|
||||
Exercisable at March 31, 2025 |
|
|
|
|
$ |
|
(1) |
|
|
|
|
||||
Employee Share Purchase Plan
The Company maintains the Viking Holdings Ltd 2024 Employee Share Purchase Plan (the “2024 ESPP”). As of March 31, 2025, the Company had reserved
The rights, including dividend rights, of the ordinary shares and special shares are substantially identical, other than voting rights.
Basic net loss per share (“Basic EPS”) is computed by dividing net loss attributable to ordinary shares and special shares by the weighted-average number of ordinary shares and special shares outstanding during each period. Net loss attributable to ordinary shares and special shares is determined in accordance with their rights to income and losses, as described in the Group’s annual consolidated financial statements.
To compute diluted net loss per share (“Diluted EPS”), the Group adjusts the numerator and the denominator of Basic EPS. The Group adjusts net loss attributable to ordinary shares and special shares for the changes in net loss that would result from the conversion of dilutive potential ordinary shares to ordinary shares. Prior to the IPO, the adjustments to net income (loss) attributable to ordinary shares and special shares could also include changes in how the net income (loss) would be allocated to ordinary shares and special shares if dilutive potential ordinary shares converted to ordinary shares. The Group adjusts the weighted-average number of ordinary shares and special shares outstanding during each period by the weighted-average number of ordinary shares that would be issued upon the conversion of dilutive potential ordinary shares to ordinary shares.
For the three months ended March 31, 2025, potential ordinary shares included stock based awards. For the three months ended March 31, 2024, potential ordinary shares included preference shares, Series C Preference Shares and the warrants. See Note 11.
Prior to the IPO, stock based awards were not potential ordinary shares because the underlying shares of the stock based awards were non-voting ordinary shares. While non-voting ordinary shares were considered a class of ordinary shares, because non-voting ordinary shares were not entitled to dividends, they were allocated no earnings or losses when calculating Basic EPS and Diluted EPS. As a result, Basic EPS and Diluted EPS for non-voting ordinary shares are zero in all periods when non-voting ordinary shares were outstanding. In connection with the consummation of the IPO, the Company’s share capital no longer includes non-voting ordinary shares.
19
The computation of Basic EPS and Diluted EPS is as follows:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
(in USD and thousands, except per share data) |
|
2025 |
|
|
2024 |
|
||
Numerator |
|
|
|
|
|
|
||
Net loss attributable to Viking Holdings Ltd |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss allocated to shares other than ordinary shares and special shares |
|
|
|
|
|
( |
) |
|
Net loss allocated to ordinary shares and special shares - Basic EPS and Diluted EPS |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator |
|
|
|
|
|
|
||
Weighted-average ordinary shares and special shares - Basic EPS and Diluted EPS |
|
|
|
|
|
|
||
Basic EPS and Diluted EPS |
|
$ |
( |
) |
|
$ |
( |
) |
For the three months ended March 31, 2025 and 2024, the weighted-average number of potential ordinary shares that were not included in the Diluted EPS calculations because they would be anti-dilutive were as follows:
|
|
Three Months Ended |
||
|
|
March 31, |
||
(in thousands) |
|
2025 |
|
2024 |
Series C Preference Shares |
|
N/A |
|
|
Stock based awards |
|
|
N/A |
|
The warrants vested and became exercisable into ordinary shares upon the occurrence of specified contingent events. Based on the assessment of the specified contingent events as of March 31, 2024, these contingently issuable shares were not included in the calculation of Diluted EPS for the three months ended March 31, 2024. See Note 11.
Operating segments are defined as components of an entity for which separate financial information is available and is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Group’s CODM, who is the Chief Executive Officer, evaluates the Group’s results in a number of ways, but the primary basis for allocating resources and assessing performance is based on product.
The Group’s reportable segments are River and Ocean. The Group defines its products based on the type of cruise offering and language of the cruise service. The River segment provides river cruises outside the United States to English-speaking passengers. The Ocean segment provides ocean cruises to English-speaking passengers. Other includes operating segments that are not individually reportable, consisting of expedition cruises for English-speaking passengers (“Expedition”), Mississippi River cruises for English-speaking passengers and Viking Asia, which includes cruises in languages other than English provided by the Group and the results of the China JV Investment (see Note 18). The Group typically designates the language of the cruise service by vessel for each cruise season, such that in any individual season, the vessel provides service in a single language for the entire season. In cases where a vessel changes its language service during the season, such as the Viking Yi Dun, each individual sailing is designated for a specific language, such that any single cruise is provided in a single language. See Note 4 for disaggregation of percentage of passengers by source market.
Operating loss is the primary profitability metric the CODM uses to assess performance and allocate resources. Expenses attributable to multiple segments are allocated based on measures that are determined to relate most closely to the expenses, which are generally relative revenues, relative passengers booked, or relative passengers sailed for a particular period. The nature of cruise operating expenses is consistent across all operating segments.
Longship river vessels can be utilized in either River or Viking Asia, and may change between these products in different years. Ocean and expedition ships include ships for both Ocean and Expedition. See Note 8. River vessel charters and ocean ship accommodation agreements are recognized as right-of-use assets.
The Group typically finances its vessels and ships with loans or financial liabilities that are secured by the related vessels and ships. See Note 10.
20
Set forth below are results for the Group’s segments for the three months ended March 31, 2025 and 2024:
|
|
Three Months Ended March 31, 2025 |
|
|||||||||||||
(in USD and thousands) |
|
River |
|
|
Ocean |
|
|
Other |
|
|
Total |
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total cruise operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administration |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating (loss) income |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
Three Months Ended March 31, 2024 |
|
|||||||||||||
(in USD and thousands) |
|
River |
|
|
Ocean |
|
|
Other |
|
|
Total |
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total cruise operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and administration |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other operating expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating (loss) income |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Viking newbuilding program
River Newbuilds and Charters
A summary of the river newbuilding program is outlined below, assuming a euro to USD exchange rate of
River Vessels |
Number of |
|
Aggregate Price |
|
|
Delivery |
|
Longships |
|
$ |
|
|
|||
Longship-Seine |
|
|
|
|
|||
Longship-Douro |
|
|
|
|
|||
Longships |
|
|
|
|
|||
Longships |
|
|
|
|
|||
Longship-Douro |
|
|
|
|
|||
Longships |
|
|
|
|
|||
Total |
|
$ |
|
|
|
||
In 2023, the Group entered into a loan agreement for €
In the first quarter of 2025, the Group secured the following options for additional river vessels:
River Vessels - Options |
Number of |
|
Delivery |
|
Option Exercise Date |
Longships |
|
|
|||
Longships |
|
|
21
The Group has entered into raw materials agreements for
Ocean Newbuilds
A summary of the ocean newbuilding program is outlined below, assuming a euro to USD exchange rate of
Ocean Ships |
Price |
|
Delivery |
|
Viking Vesta |
$ |
|
||
Viking Mira |
|
|
||
Viking Libra |
|
|
||
Viking Astrea |
|
|
||
Ship XVI |
|
|
||
Ship XVII |
|
|
||
Ship XVIII |
|
|
||
Ship XIX |
|
|
||
Ship XX |
|
|
||
Total |
$ |
|
|
|
In 2021 and 2022, the Group entered into SACE Financing for the Viking Vesta, Viking Mira, Viking Libra, Viking Astrea and Ship XVI. In the first quarter of 2025, the Group entered into SACE Financing for Ship XVII, Ship XVIII, Ship XIX and Ship XX. These loans are for up to
In 2024, the Group secured the following options for additional ocean ships:
Ocean Ships - Options |
Delivery |
Option Exercise |
Ship XXI |
||
Ship XXII |
||
Ship XXIII |
||
Ship XXIV |
See Note 19 for events taking place subsequent to March 31, 2025.
Leases
The table below summarizes the timing of future cash payments of the Group’s lease liabilities based on contractual undiscounted cash flows as of March 31, 2025:
|
March 31, 2025 |
|
|
(in USD and thousands) |
|
|
|
3 months or less |
$ |
|
|
4 to 12 months |
|
|
|
1 to 5 years |
|
|
|
Over 5 years |
|
|
|
Total |
$ |
|
|
The vessel charters and accommodation agreement also include future cash payments for non-lease components, which are not included in the table above. Payments for non-lease components include expenses for services, such as management fees and vessel operating expenses, of which certain costs are subject to change based on actual operating expenses. The table above also excludes variable lease payments, including certain payments related to the Viking Yi Dun accommodation agreement which are based on the number of passengers sailed. See Note 18.
The table above excludes amounts for executed lease agreements not yet commenced as of March 31, 2025 for underlying assets of which the Group has not yet obtained the right to control the use.
22
In 2023, the Group entered into a charter agreement for the Viking Tonle, an
In 2024, the Group entered into a lease agreement for buildings and docking locations in Germany, which has an initial term of
See Note 19 for events taking place subsequent to March 31, 2025.
Fuel commitments
The Group entered into contracts for a portion of its river fuel usage in Europe for the 2025 season and as of March 31, 2025, the remaining portion of the contracts outstanding was
Contingencies
In the normal course of the Group’s business, various claims and lawsuits have been filed or are pending against the Group. Most of these claims and lawsuits are covered by insurance and, accordingly, the maximum amount of the Group’s liability is typically limited to its insurance deductible. In addition, new legislation, regulations or treaties, or claims related to interpretations or implementations thereof, could affect the Group’s business.
The Group has evaluated its overall exposure with respect to all of its threatened and pending claims and lawsuits and, to the extent required, the Group has accrued amounts for all estimable probable losses associated with its deemed exposure that are not covered by insurance. The Group intends to vigorously defend its legal position on all claims and lawsuits and, to the extent necessary, seek recovery.
The Group is exposed to foreign currency fluctuations, primarily related to changes in USD/EUR exchange rates, related to its operations.
In 2023, the Group entered into forward foreign currency contracts to purchase €
In 2024, the Group entered into forward foreign currency contracts to purchase €
An economic relationship exists between the hedged items and the hedging instruments as the terms of the forward foreign currency contracts match the terms of the highly probable forecast transactions.
As of March 31, 2025 and December 31, 2024, the Group held the following forward foreign currency contracts:
|
|
Maturity |
|
|||||||||
|
|
Less than 12 months |
|
|
Greater than 12 months |
|
|
Total |
|
|||
(in EUR and thousands) |
|
|
|
|
|
|
|
|
|
|||
Forward foreign currency contracts |
|
|
|
|
|
|
|
|
|
|||
As of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Notional amount |
|
€ |
|
|
€ |
|
|
€ |
|
|||
Weighted-average forward price (EUR/USD) |
|
|
|
|
|
|
|
|
|
|||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Notional amount |
|
€ |
|
|
$ |
|
|
€ |
|
|||
Weighted-average forward price (EUR/USD) |
|
|
|
|
|
|
|
|
|
|||
23
The impact of the hedging instruments on the interim condensed consolidated statements of financial position as of March 31, 2025 and December 31, 2024 was as follows:
|
|
Notional amount |
|
|
Carrying amount |
|
|
Financial statement line item |
|
Changes in fair value (gain/(loss)) used for calculating hedge ineffectiveness |
|
|||
(in USD and thousands except notional amount in EUR and thousands) |
|
|
|
|
|
|
|
|
|
|
|
|||
Forward foreign currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|||
As of March 31, 2025 |
|
€ |
|
|
$ |
|
|
Prepaid expenses and other current assets |
|
$ |
|
|||
|
|
|
|
|
$ |
|
|
Other non-current assets |
|
|
|
|||
|
|
|
|
|
$ |
|
|
Accrued expenses and other current liabilities |
|
|
|
|||
As of December 31, 2024 |
|
€ |
|
|
$ |
|
|
Accrued expenses and other current liabilities |
|
$ |
( |
) |
||
|
|
|
|
|
$ |
|
|
Other non-current liabilities |
|
|
|
|||
For the three months ended March 31, 2025 and 2024, the effect of the cash flow hedges in the interim condensed consolidated statements of operations and the interim condensed consolidated statements of other comprehensive income (loss) was as follows:
|
Amount of total hedging gain/(loss) recognized in the interim condensed consolidated statement of other comprehensive income (loss) |
|
Amount of gain/(loss) reclassified from the interim condensed consolidated statement of other comprehensive income (loss) to the interim condensed consolidated statement of operations |
|
Interim condensed consolidated statement of operations line item |
||
(in USD and thousands) |
|
|
|
|
|
||
Highly probable forecasted expenditures |
|
|
|
|
|
||
Three months ended March 31, 2025 |
$ |
|
$ |
( |
) |
$( |
|
Three months ended March 31, 2024 |
$ |
( |
) |
$ |
|
$ |
|
Set out below is a reconciliation of the cash flow hedge component of equity for the three months ended March 31, 2025 and 2024:
|
Cash flow hedge |
|
||||
|
2025 |
|
2024 |
|
||
(in USD and thousands) |
|
|
|
|
||
As of January 1 |
$ |
( |
) |
$ |
|
|
Effective portion of changes in fair value arising from: |
|
|
|
|
||
Forward foreign currency contracts - forecasted expenditures |
|
|
|
( |
) |
|
Amount reclassified to the interim condensed consolidated statements of operations |
|
|
|
|
||
Maturity of effective hedges |
|
|
|
( |
) |
|
As of March 31 |
$ |
( |
) |
$ |
( |
) |
24
The same reconciliation items presented above for components of equity apply to the components of other comprehensive income (loss) for the three months ended March 31, 2025 and 2024.
Changes in Liabilities Arising from Financing Activities
|
|
January 1, 2025 |
|
|
Principal payments |
|
|
|
Reclassifications and other |
|
|
March 31, 2025 |
|
||||
(in USD and thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term portion of bank loans and financial liabilities |
|
$ |
|
|
$ |
( |
) |
|
|
$ |
|
|
$ |
|
|||
Long-term portion of bank loans and financial liabilities |
|
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
||
Secured Notes |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|||
Short-term portion of Unsecured Notes |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|||
Long-term portion of Unsecured Notes |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|||
Short-term portion of lease liabilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|||
Long-term portion of lease liabilities |
|
|
|
|
|
— |
|
|
|
|
( |
) |
|
|
|
||
Total liabilities from financing activities |
|
$ |
|
|
$ |
( |
) |
|
|
$ |
|
|
$ |
|
|||
|
|
January 1, 2024 |
|
|
Principal payments |
|
|
Reclassifications and other |
|
|
March 31, 2024 |
|
||||
(in USD and thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term portion of bank loans and financial liabilities |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Long-term portion of bank loans and financial liabilities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Secured Notes |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Long-term portion of Unsecured Notes |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Private Placement liability |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Short-term portion of lease liabilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Long-term portion of lease liabilities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total liabilities from financing activities |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
The ‘Reclassifications and other’ column primarily includes the effect of reclassification of long-term portion of bank loans and financial liabilities to short-term, amortization of debt issuance costs, foreign currency on loans and changes in lease liabilities other than principal payments.
Fair Value of Financial Assets and Liabilities
The carrying amounts of the Group’s financial assets and liabilities all approximate the fair values of those assets and liabilities as of March 31, 2025 and December 31, 2024, except for fixed interest bank loans and financial liabilities, and secured and unsecured notes, as outlined below:
|
|
Carrying amount |
|
|
Fair value |
|
||||||||||
(in USD and thousands) |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
December 31, |
|
||||
Financial assets |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Other non-current assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Accounts and other receivables and prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total financial assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total current |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total non-current |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Carrying amount |
|
|
Fair value |
|
||||||||||
(in USD and thousands) |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
December 31, |
|
||||
Financial liabilities |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Forward foreign currency contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Bank loans and financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Secured Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unsecured Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total financial liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total current |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total non-current |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
25
Fair Value Hierarchy
The following hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available:
Level 1 – Quoted prices in active markets for identical assets or liabilities that are accessible at the measurement dates.
Level 2 – Significant other observable inputs that are used by market participants in pricing the asset or liability based on market data obtained from independent sources.
Level 3 – Significant unobservable inputs the Group believes market participants would use in pricing the asset or liability based on the best information available.
For assets and liabilities that are recognized in the interim financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. The Group had no transfers between levels in the hierarchy during the three months ended March 31, 2025 and 2024.
As of March 31, 2025 and December 31, 2024, designation within the fair value hierarchy for the Group’s financial assets and liabilities is outlined below:
|
|
Carrying amount |
|
|
Fair value |
|
||||||||||
(in USD and thousands) |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
December 31, |
|
||||
Financial assets |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Level 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash deposits |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward foreign currency contracts |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total financial assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Carrying amount |
|
|
Fair value |
|
||||||||||
(in USD and thousands) |
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
December 31, |
|
||||
Financial liabilities |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward foreign currency contracts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Bank loans and financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Secured Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unsecured Notes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total financial liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financial assets and liabilities measured at amortized cost
The fair value of the Group’s fixed interest bank loans and financial liabilities were calculated based on estimated rates for the same or similar instruments with similar terms and remaining maturities. The Unsecured Notes and the Secured Notes use pricing from secondary markets for the Group’s issued notes that are observable for the notes throughout the duration of the term. The Group designated these financial liabilities as Level 2 fair value instruments as valuation techniques contain observable inputs used by market participants.
Financial assets and liabilities measured at fair value
Forward foreign currency contracts are designated as Level 2 fair value instruments as the fair values are measured based on inputs that are readily available in public markets or can be derived from information in publicly quoted markets. The valuation is determined using present value calculations that incorporate inputs such as foreign exchange spot and forward rates and yield curves of the respective currencies.
26
Transactions with the China JV Investment
In 2020, the Group entered into an agreement with a subsidiary of China Merchants Group to together build a cruise line targeting the Chinese-speaking populations in China (the “China JV Investment”). The China JV Investment is comprised of two primary entities, CMV and Shenzhen China Merchants Viking Cruises Tourism Limited.
For the three months ended March 31, 2024, the Group contributed capital of $
In 2021, the Group sold an ocean ship, the Viking Yi Dun, to CMV. CMV financed the purchase and pursuant to the terms of the Group’s investment in CMV, VCL guaranteed
In 2024, the Group entered into an accommodation agreement with CMV for all cabins on the Viking Yi Dun from the third quarter of 2024 until the end of 2026. The accommodation agreement includes both fixed and variable lease payments. For the three months ended March 31, 2025, the Group recognized vessel operating expenses related to variable lease payments for the Viking Yi Dun of $
The Group recognized services revenue in 2024 related to services performed prior to the first sailings under the accommodation agreement discussed above. For the three months ended March 31, 2024, the Group recognized services revenue of $
Subsequent to March 31, 2025, the Group had the following significant events:
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and the related notes to those statements included in Item 1 of this Report on Form 6-K (the “Report”). Unless the context requires otherwise, references in this section to “we,” “our,” “us” and “Viking” are to Viking Holdings Ltd (“VHL”) and its consolidated subsidiaries. We encourage you to read the audited consolidated financial statements, the unaudited interim condensed consolidated financial statements and the related notes thereto, as well as the information presented under “Selected Operational and Financial Metrics, including Non-IFRS Accounting Standards Measures,” which should be read together with the information presented herein. As described in our annual consolidated financial statements included in our Form 20-F filed with the SEC on March 11, 2025 (our “Annual Report”), we identified an error related to the capitalization of interest in the cost of our ships and revised our prior period interim financial statements to correct this error, including all impacted footnote disclosures. See Notes 2 and 28 to our annual consolidated financial statements for additional information.
Special Note Regarding Forward-Looking Statements
The discussion under this caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains “forward‑looking statements,” as that term is defined in the U.S. federal securities laws. These forward‑looking statements include, but are not limited to, statements other than statements of historical facts contained in this Report, including among others, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs, the industry in which we operate and other similar matters. In some cases, we have identified forward‑looking statements in this Report by using words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward‑looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict or which are beyond our control.
Forward‑looking statements speak only as of the date of this Report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should not place undue reliance on the forward‑looking statements included in this Report or that may be made elsewhere from time to time by us, or on our behalf. All forward‑looking statements attributable to us are expressly qualified by these cautionary statements.
Although we believe that our expectations are based on reasonable assumptions, our actual results may differ materially from those expressed in, or implied by, the forward‑looking statements included in this Report as a result of various factors, including, among others:
28
These risks are not exhaustive. Other sections of this Report describe additional factors that could adversely affect our results of operations, financial condition, liquidity and the development of the industries in which we operate. New risks can emerge from time to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our business or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.
Overview
Viking was founded in 1997 with four river vessels and a simple vision that travel could be more destination-focused and culturally immersive. Today, we have grown into one of the world’s leading travel companies, with a fleet of 97 small, state-of-the-art ships, which we view as floating hotels. From our iconic journeys on the world’s great rivers, including our Mississippi River itineraries, to our ocean voyages around the globe and our extraordinary expeditions to the ends of the earth, we offer meaningful travel experiences on all seven continents in all three categories of the cruise industry—river, ocean and expedition cruising.
We launched Viking River in 1997. Seeing unaddressed demand for a destination-focused product in the ocean cruise market, we launched Viking Ocean in 2015, which has since become our fastest growing segment. Looking beyond our primary source markets, we launched Asia Outbound with river cruises for the Mandarin-speaking market in 2016. In 2022, we further expanded our platform with Viking Expedition and Viking Mississippi. Each new product creates additional travel opportunities for past guests and broadens our platform to attract new guests.
In this section, references to (1) “Viking River” are to our river cruise product marketed to English-speaking passengers, excluding Viking Mississippi, (2) “Viking Ocean” are to our ocean cruise product marketed to English-speaking passengers, (3) “Viking Expedition” are to our expedition cruise product for travel to the Antarctic and Great Lakes regions, (4) “Viking Mississippi” are to the river cruise product for cruising the Mississippi River and (5) “Viking Asia” are to both our river and ocean cruise product for cruises in languages other than English (“Asia Outbound”) and our joint venture between us and China Merchants Shekou, a subsidiary of China Merchants Group (the “China JV Investment”). For Asia Outbound, we operated four Longships in 2024 and are operating four Longships in 2025.
29
Booking Environment
Advance Bookings reflects the aggregate ticketed amount for guest bookings for our voyages at a specific point in time, and include bookings for cruises, land extensions and air. Advance Bookings does not reflect changes to guest reservations after the applicable specific point in time. Advance Bookings are presented in U.S. dollars. As guests from Australia, Canada and the United Kingdom make reservations in local currencies, the ticketed amounts are converted based on the relevant exchange rate. Advance Bookings includes redemptions of vouchers.
For Viking River, Viking Ocean, Viking Expedition and Viking Mississippi collectively, operating capacity is 12% higher for the 2025 season in comparison to the 2024 season and 8% higher for the 2026 season in comparison to the 2025 season. As of May 11, 2025, for the 2025 and 2026 seasons, we had sold 92% and 37%, respectively, of our Capacity PCDs and had $5,508 million and $2,676 million, respectively, of Advance Bookings. Advance Bookings were 21% and 11% higher in comparison to the 2024 and 2025 seasons, respectively, at the same point in time. Advance Bookings per PCD for the 2025 season was $794, 7% higher than the 2024 season at the same point in time and Advance Bookings per PCD for the 2026 season was $885, 4% higher than the 2025 season at the same point in time.
The following bullets contain additional information about Advance Bookings for Viking Ocean and Viking River for the 2025 and 2026 seasons as of May 11, 2025, compared with the 2024 and 2025 seasons, respectively, at the same point in time:
Viking Ocean:
Viking River:
Key Factors Affecting Our Results of Operations
Key factors that have influenced our results of operations in the past and may also influence results in the future include:
Significant Early Bookings—We have historically been able to attain high levels of early bookings. Due to these bookings, we have insight into levels of guest demand, and can strategically allocate the ships in our fleet to optimize our revenue and Net Yield. For example, we may distribute a greater number of our Longships to regions with higher demand, or manage our capacity by consolidating passengers and taking one or more of our river ships out of service to reduce our operating costs. Additionally, the insights into guest demand inform our decisions for future ship commitments and allow us to coordinate our planned capacity growth with expected future demand. As cruise-related revenue is recognized over the duration of the cruise, our results of operations are affected by strategies we employed during prior periods. For instance, to obtain early bookings, a significant portion of the selling and administration expenses that we incur in a period supports revenues for future periods, including marketing and employee costs that support the growth of our fleet. We expect that our ability to attain high levels of early bookings for future seasons will impact our results for future periods.
Size of Our Fleet and Occupancy—Our operating results are highly correlated with the number of ships that we operate during a given period and our Occupancy. If we take delivery of additional ships, our potential Capacity PCDs increase, which may increase our revenue. In contrast, if we decide to take one or more of our ships out of service, our Capacity PCDs decrease, which we expect will lower our revenue. As of March 31, 2025, our fleet consisted of 84 river vessels, including the Viking Mississippi, 11 ocean ships, including the Viking Yi Dun, and two expedition ships.
30
We strategically manage our fleet by adjusting the number of ships deployed to a particular region, or in total, to improve Occupancy and efficiently manage operating costs. Our early bookings enable us to best position our fleet to meet guest demand.
Seasonality—Our results are seasonal because while our ocean, expedition and Mississippi products operate year-round, the primary cruising season for our river product is from April to October, although some of our river cruises run longer seasons. Additionally, our highest Occupancy occurs during the Northern Hemisphere’s summer months. We recognize cruise-related revenue over the duration of the cruise and expense our marketing and employee costs when the related costs are incurred. As a result, the majority of our 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 our selling and administration expenses are consistent throughout the year. Though the growth of our fleet of year-round products will continue to reduce the seasonality in future periods, we expect the seasonality trend of our revenue and profits to continue.
Operating costs and expenses—Our operating costs and expenses are dependent on both macroeconomic factors and our strategic decisions. Inflation may increase our operating costs and expenses in future periods, including costs of labor, fuel and airfare. Inflation generally does not impact our ship commitments that are already under contract as a fixed price has already been agreed upon. Additionally, as a result of our early bookings, we may not be able to pass on increases in operating costs and expenses, including cost increases from our suppliers and changes in governmental fees and taxes, to our guests with existing bookings, though we are able to adjust pricing for future bookings. However, as a significant portion of our marketing expenses are discretionary, we are able to strategically deploy our resources based on current market conditions, our early bookings and other factors.
31
Financial Presentation
Description of Certain Line Items
Revenue
Our revenue consists of:
Expenses
Our operating costs and expenses consist of:
32
Selected Operational and Financial Metrics, including Non-IFRS Accounting Standards Financial Measures
We use certain non-IFRS Accounting Standards financial measures, such as Adjusted Gross Margin, Net Yield, Adjusted EBITDA, Adjusted Net Income (Loss) attributable to Viking Holdings Ltd, Adjusted EPS and vessel operating expenses excluding fuel to analyze our performance. We utilize Adjusted Gross Margin and Net Yield to manage our business because these measures reflect revenue earned net of certain direct variable costs. We also present certain non-IFRS Accounting Standards financial measures because we believe that they are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. Our non-IFRS Accounting Standards financial measures have limitations as analytical tools, may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS Accounting Standards.
Adjusted Earnings per Share or Adjusted EPS represents Adjusted Net Income (Loss) attributable to Viking Holdings Ltd divided by Adjusted Weighted-Average Shares Outstanding. We present Adjusted EPS because we believe it provides additional information to us and our investors about the earnings performance of our primary operating business.
Adjusted EBITDA represents EBITDA (consolidated net income (loss) adjusted for interest income, interest expense, income tax benefit (expense) and depreciation, amortization and impairment) as further adjusted for non-cash Private Placement derivative gains and losses, currency gains or losses, stock-based compensation expense, and other financial income (loss) (which includes forward gains and losses, gain or loss on disposition of assets, certain non-cash fair value adjustments, restructuring charges and non-recurring items). Adjusted EBITDA is a non-IFRS Accounting Standards financial measure and does not comply with IFRS Accounting Standards because it is adjusted to exclude certain cash and non-cash expenses. We present Adjusted EBITDA as a performance measure because we believe it facilitates a comparison of our consolidated operating performance on a consistent basis from period-to-period and provides for a more complete understanding of factors and trends affecting our business than measures under IFRS Accounting Standards can provide alone. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our results as reported under IFRS Accounting Standards. You should exercise caution in comparing our Adjusted EBITDA to Adjusted EBITDA of other companies.
Adjusted Gross Margin is gross margin adjusted for vessel operating and ship depreciation and impairment. Gross margin is calculated pursuant to IFRS Accounting Standards as total revenue less total cruise operating expenses and ship depreciation and impairment. Adjusted Gross Margin has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our results as reported under IFRS Accounting Standards.
Adjusted Net Income (Loss) attributable to Viking Holdings Ltd represents net income (loss) attributable to Viking Holdings Ltd excluding certain items that we believe are not part of our primary operating business and are not an indication of our future earnings performance. We believe that interest expense and Private Placement derivatives gain (loss) related to our Series C Preference Shares, warrants gain (loss), debt extinguishment and modification costs, gain (loss) on embedded derivatives associated with debt and financial liabilities, impairment charges and reversals and certain other gains and losses are not a part of our primary operating business and are not an indication of our future earnings performance.
Adjusted Weighted-Average Shares Outstanding represents the diluted weighted-average ordinary shares and special shares outstanding, adjusted for outstanding warrants and the impact of RSUs and stock options under the treasury stock method to the extent not included in diluted weighted-average ordinary shares outstanding, as further adjusted in 2024 to reflect the conversion of the Series C Preference Shares and preference shares as if it had occurred at the beginning of the year.
Capacity Passenger Cruise Days or Capacity PCDs with respect to any given period is a measurement of capacity that represents, for each ship operating during the relevant period, the number of berths multiplied by the number of Ship Operating Days, determined on an aggregated basis for all ships in operation during the relevant period.
Net Yield is Adjusted Gross Margin divided by Passenger Cruise Days. Due to early bookings by our passengers, our Net Yield for a given reporting period is affected by strategies we employed or events that occurred prior to the sailing year.
Occupancy is the ratio, expressed as a percentage, of Passenger Cruise Days to Capacity Passenger Cruise Days with respect to any given period. Contrary to many of our competitors, we do not allow more than two passengers to occupy a two berth stateroom. Additionally, we have guests who choose to travel alone and are willing to pay higher prices for single occupancy in a two berth stateroom. As a result, our Occupancy cannot exceed 100% and may be less than 100%, even if all our staterooms are booked.
Passenger Cruise Days or PCDs is the number of passengers carried for each cruise, with respect to any given period and for each ship operating during the relevant period, multiplied by the number of Ship Operating Days.
33
Ship Operating Days is the number of days within any given period that a ship and vessel is in service and carrying cruise passengers, determined on an aggregated basis for all ships and vessels in operation during the relevant period.
Vessel operating expenses excluding fuel is vessel operating expenses less fuel expense. Management believes this is a relevant measure for evaluating our ability to control costs. Vessel operating expenses excluding fuel has limitations as an analytical tool because it excludes an expense necessary for conducting our operations, and should not be considered in isolation, or as a substitute for an analysis of our results as reported under IFRS Accounting Standards.
Results of Operations
Operating results for the three months ended March 31, 2025 and 2024 are shown in the following table:
|
|
|
|
Three Months Ended |
|
|||||
|
|
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||||
(in thousands, except per share data) |
|
|
|
|
|
|
||||
Consolidated Statements of Operations |
|
|
|
|
|
|
||||
Revenue |
|
|
|
|
|
|
||||
Cruise and land |
|
$ |
834,965 |
|
|
$ |
665,284 |
|
||
Onboard and other |
|
|
62,091 |
|
|
|
52,871 |
|
||
Total revenue |
|
|
897,056 |
|
|
|
718,155 |
|
||
Cruise operating expenses |
|
|
|
|
|
|
||||
Commissions and transportation costs |
|
|
(175,684 |
) |
|
|
(137,408 |
) |
||
Direct costs of cruise, land and onboard |
|
|
(108,029 |
) |
|
|
(85,427 |
) |
||
Vessel operating |
|
|
(309,948 |
) |
|
|
(281,090 |
) |
||
Total cruise operating expenses |
|
|
(593,661 |
) |
|
|
(503,925 |
) |
||
Other operating expenses |
|
|
|
|
|
|
||||
Selling and administration |
|
|
(243,862 |
) |
|
|
(219,818 |
) |
||
Depreciation and amortization |
|
|
(68,800 |
) |
|
|
(65,543 |
) |
||
Total other operating expenses |
|
|
(312,662 |
) |
|
|
(285,361 |
) |
||
|
Operating loss |
|
|
(9,267 |
) |
|
|
(71,131 |
) |
|
Non-operating income (expense) |
|
|
|
|
|
|
||||
Interest income |
|
|
20,189 |
|
|
|
18,469 |
|
||
Interest expense |
|
|
(86,704 |
) |
|
|
(113,631 |
) |
||
Currency (loss) gain |
|
|
(25,607 |
) |
|
|
8,798 |
|
||
Private Placement derivative loss |
|
|
— |
|
|
|
(306,646 |
) |
||
Other financial loss |
|
|
(896 |
) |
|
|
(24,955 |
) |
||
Loss before income taxes |
|
|
(102,285 |
) |
|
|
(489,096 |
) |
||
Income tax expense |
|
|
(3,167 |
) |
|
|
(1,606 |
) |
||
Net loss |
|
$ |
(105,452 |
) |
|
$ |
(490,702 |
) |
||
|
|
|
|
|
|
|
|
|
||
Net loss attributable to Viking Holdings Ltd |
|
$ |
(105,473 |
) |
|
$ |
(490,998 |
) |
||
Net income attributable to non-controlling interests |
|
$ |
21 |
|
|
$ |
296 |
|
||
|
|
|
|
|
|
|
|
|
||
Weighted-average ordinary shares and special shares outstanding - Diluted |
|
|
442,910 |
|
|
|
221,936 |
|
||
Net loss per share attributable to ordinary and special shares - Diluted |
|
$ |
(0.24 |
) |
|
$ |
(1.20 |
) |
||
|
|
|
|
|
|
|
|
|
||
Other Financial Data: |
|
|
|
|
|
|
||||
Adjusted EBITDA |
|
$ |
72,845 |
|
|
$ |
(4,421 |
) |
||
34
The following table reconciles net loss, the most directly comparable IFRS Accounting Standards measure, to Adjusted EBITDA for the three months ended March 31, 2025 and 2024:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
(in thousands) |
|
|
|
|
|
|||
Net loss |
$ |
(105,452 |
) |
|
$ |
(490,702 |
) |
|
Interest income |
|
(20,189 |
) |
|
|
(18,469 |
) |
|
Interest expense |
|
86,704 |
|
|
|
113,631 |
|
|
Income tax expense |
|
3,167 |
|
|
|
1,606 |
|
|
Depreciation and amortization |
|
68,800 |
|
|
|
65,543 |
|
|
EBITDA |
|
33,030 |
|
|
|
(328,391 |
) |
|
Private Placement derivative loss (a) |
|
— |
|
|
|
306,646 |
|
|
Warrants loss (b) |
|
— |
|
|
|
23,711 |
|
|
Other financial income |
|
— |
|
|
|
(1,107 |
) |
|
Currency loss (gain) |
|
25,607 |
|
|
|
(8,798 |
) |
|
Stock based compensation expense |
|
14,208 |
|
|
|
3,518 |
|
|
Adjusted EBITDA |
$ |
72,845 |
|
|
$ |
(4,421 |
) |
|
(a) |
Private Placement derivative loss represented the non-cash loss on the remeasurement of the fair value of the derivatives associated with the Series C Preference Shares. The Series C Preference Shares automatically converted to ordinary shares immediately prior to the consummation of our IPO.
|
(b) |
Warrants loss represented the non-cash loss on the remeasurement of the warrant liability and is included in other financial loss on the interim condensed consolidated statements of operations. All warrants were exercised in November 2024, at which point the associated liability ceased to be outstanding. |
The following tables show the calculation of Adjusted EPS for the three months ended March 31, 2025 and 2024. Additionally, the following tables reconcile net income (loss) attributable to Viking Holdings Ltd, the most directly comparable IFRS Accounting Standards measure, to Adjusted Net Income (Loss) attributable to Viking Holdings Ltd and diluted weighted-average ordinary shares and special shares outstanding, the most directly comparable IFRS Accounting Standards measure, to Adjusted Weighted-Average Shares Outstanding for the three months ended March 31, 2025 and 2024:
|
Three Months Ended |
|
|||||
|
March 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
(in thousands) |
|
|
|
|
|
||
Adjusted Net Loss attributable to Viking Holdings Ltd |
$ |
(105,473 |
) |
|
$ |
(137,937 |
) |
Adjusted Weighted-Average Shares Outstanding |
|
442,910 |
|
|
|
418,256 |
|
Adjusted EPS |
$ |
(0.24 |
) |
|
$ |
(0.33 |
) |
|
Three Months Ended |
|
|||||
|
March 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
(in thousands) |
|
|
|
|
|
||
Net loss attributable to Viking Holdings Ltd |
$ |
(105,473 |
) |
|
$ |
(490,998 |
) |
Interest expense and Private Placement derivatives loss related to Series C Preference Shares |
|
— |
|
|
|
330,457 |
|
Warrants loss |
|
— |
|
|
|
23,711 |
|
Gain, net, for debt extinguishment and modification costs and embedded derivatives associated with debt and financial liabilities |
|
— |
|
|
|
(1,107 |
) |
Adjusted Net Loss attributable to Viking Holdings Ltd |
$ |
(105,473 |
) |
|
$ |
(137,937 |
) |
|
Three Months Ended |
|
|||||
|
March 31, |
|
|||||
|
2025 |
|
|
2024 |
|
||
(in thousands) |
|
|
|
|
|
||
Weighted average ordinary shares and special shares outstanding - Diluted |
|
442,910 |
|
|
|
221,936 |
|
Outstanding warrants |
|
— |
|
|
|
8,733 |
|
Assumed conversion of Series C Preference Shares and preference shares at the beginning of 2024 |
|
— |
|
|
|
187,587 |
|
Adjusted Weighted-Average Shares Outstanding |
|
442,910 |
|
|
|
418,256 |
|
35
The following table sets forth selected statistical and operating data on a consolidated basis:
Statistical and Operating Data |
|
Three Months Ended March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Consolidated |
|
|
|
|
|
|
||
Vessels operated (a) |
|
|
80 |
|
|
|
75 |
|
Passengers |
|
|
103,482 |
|
|
|
90,449 |
|
PCDs |
|
|
1,126,858 |
|
|
|
974,977 |
|
Capacity PCDs |
|
|
1,192,367 |
|
|
|
1,037,624 |
|
Occupancy |
|
|
94.5 |
% |
|
|
94.0 |
% |
Adjusted Gross Margin (in thousands) |
|
$ |
613,343 |
|
|
$ |
495,320 |
|
Net Yield |
|
$ |
544 |
|
|
$ |
508 |
|
Vessel operating expenses (in thousands) |
|
$ |
309,948 |
|
|
$ |
281,090 |
|
Vessel operating expenses excluding fuel (in thousands) |
|
$ |
268,235 |
|
|
$ |
239,037 |
|
Vessel operating expenses per Capacity PCD |
|
$ |
260 |
|
|
$ |
271 |
|
Vessel operating expenses excluding fuel per Capacity PCD |
|
$ |
225 |
|
|
$ |
230 |
|
(a) |
Vessels operated includes chartered vessels and the Viking Yi Dun, which operated for Asia Outbound sailings for the three months ended March 31, 2025.
|
The following table sets forth selected statistical and operating data for Viking River and for Viking Ocean:
Statistical and Operating Data |
|
Three Months Ended March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Viking River |
|
|
|
|
|
|
||
Vessels operated (a) |
|
|
64 |
|
|
|
63 |
|
Passengers |
|
|
32,594 |
|
|
|
26,896 |
|
PCDs |
|
|
221,561 |
|
|
|
177,519 |
|
Capacity PCDs |
|
|
235,854 |
|
|
|
192,806 |
|
Occupancy |
|
|
93.9 |
% |
|
|
92.1 |
% |
Adjusted Gross Margin (in thousands) |
|
$ |
131,404 |
|
|
$ |
108,170 |
|
Net Yield |
|
$ |
593 |
|
|
$ |
609 |
|
|
|
|
|
|
|
|
||
Viking Ocean |
|
|
|
|
|
|
||
Vessels operated |
|
|
10 |
|
|
|
9 |
|
Passengers |
|
|
58,726 |
|
|
|
56,467 |
|
PCDs |
|
|
791,745 |
|
|
|
718,188 |
|
Capacity PCDs |
|
|
838,470 |
|
|
|
759,810 |
|
Occupancy |
|
|
94.4 |
% |
|
|
94.5 |
% |
Adjusted Gross Margin (in thousands) |
|
$ |
395,306 |
|
|
$ |
315,591 |
|
Net Yield |
|
$ |
499 |
|
|
$ |
439 |
|
(a) |
Vessels operated includes chartered vessels.
|
36
The following table reconciles gross margin, the most directly comparable IFRS Accounting Standards measure, to Adjusted Gross Margin for the three months ended March 31, 2025 and 2024 on a consolidated basis, for Viking River and for Viking Ocean:
Consolidated |
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Total revenue |
|
$ |
897,056 |
|
|
$ |
718,155 |
|
Total cruise operating expenses |
|
|
(593,661 |
) |
|
|
(503,925 |
) |
Ship depreciation |
|
|
(57,892 |
) |
|
|
(54,729 |
) |
Gross margin |
|
|
245,503 |
|
|
|
159,501 |
|
Ship depreciation |
|
|
57,892 |
|
|
|
54,729 |
|
Vessel operating |
|
|
309,948 |
|
|
|
281,090 |
|
Adjusted Gross Margin |
|
$ |
613,343 |
|
|
$ |
495,320 |
|
Viking River |
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Total revenue |
|
$ |
214,083 |
|
|
$ |
165,431 |
|
Total cruise operating expenses |
|
|
(198,209 |
) |
|
|
(162,251 |
) |
Ship depreciation |
|
|
(18,523 |
) |
|
|
(20,517 |
) |
Gross margin |
|
|
(2,649 |
) |
|
|
(17,337 |
) |
Ship depreciation |
|
|
18,523 |
|
|
|
20,517 |
|
Vessel operating |
|
|
115,530 |
|
|
|
104,990 |
|
Adjusted Gross Margin |
|
$ |
131,404 |
|
|
$ |
108,170 |
|
Viking Ocean |
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Total revenue |
|
$ |
558,978 |
|
|
$ |
447,680 |
|
Total cruise operating expenses |
|
|
(316,548 |
) |
|
|
(267,409 |
) |
Ship depreciation |
|
|
(30,883 |
) |
|
|
(25,431 |
) |
Gross margin |
|
|
211,547 |
|
|
|
154,840 |
|
Ship depreciation |
|
|
30,883 |
|
|
|
25,431 |
|
Vessel operating |
|
|
152,876 |
|
|
|
135,320 |
|
Adjusted Gross Margin |
|
$ |
395,306 |
|
|
$ |
315,591 |
|
The following table reconciles vessel operating expenses excluding fuel to vessel operating expenses, the most directly comparable IFRS Accounting Standards measure, for the three months ended March 31, 2025 and 2024:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Vessel operating expenses |
|
$ |
309,948 |
|
|
$ |
281,090 |
|
Fuel expense |
|
|
(41,713 |
) |
|
|
(42,053 |
) |
Vessel operating expenses excluding fuel |
|
$ |
268,235 |
|
|
$ |
239,037 |
|
37
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Revenues
Consolidated
Total revenue for the three months ended March 31, 2025 increased by $178.9 million, or 24.9%, to $897.1 million from $718.2 million for the same period in 2024.
Cruise and land increased by $169.7 million, or 25.5%, to $835.0 million for the three months ended March 31, 2025, from $665.3 million for the same period in 2024. Onboard and other increased by $9.2 million, or 17.4%, to $62.1 million for the three months ended March 31, 2025, from $52.9 million for the same period in 2024. These increases were primarily due to an increase in PCDs and higher revenue per PCD. During the three months ended March 31, 2025, our fleet included additional ships due to the deliveries of the Viking Hathor, Viking Sobek and Viking Vela and the commencement of the Viking Yi Dun accommodation agreement in September 2024.
Viking River Segment
Total revenue for Viking River for the three months ended March 31, 2025 increased by $48.7 million, or 29.4%, to $214.1 million from $165.4 million for the same period in 2024. The increase was primarily due to an increase in PCDs and higher Occupancy. During the three months ended March 31, 2025, we operated additional ships from new deliveries, including the Viking Hathor and the Viking Sobek.
Viking Ocean Segment
Total revenue for our Viking Ocean segment for the three months ended March 31, 2025 increased by $111.3 million, or 24.9%, to $559.0 million from $447.7 million for the same period in 2024. The increase was primarily due to higher revenue per PCD and an increase in PCDs, mainly due to operation of the Viking Vela, which was delivered in December 2024.
Operating Costs and Expenses
Commissions and transportation costs increased by $38.3 million, or 27.9%, to $175.7 million for the three months ended March 31, 2025, from $137.4 million for the same period in 2024. The increase was primarily due to an increase in PCDs and higher revenue. During the three months ended March 31, 2025, our fleet included additional ships due to the deliveries of the Viking Hathor, Viking Sobek and Viking Vela and the commencement of the Viking Yi Dun accommodation agreement in September 2024.
Direct costs of cruise, land and onboard increased by $22.6 million, or 26.5%, to $108.0 million for the three months ended March 31, 2025, from $85.4 million for the same period in 2024. The increase was primarily due to an increase in PCDs as well as an increase in our ancillary services. During the three months ended March 31, 2025, our fleet included additional ships due to the deliveries of the Viking Hathor, Viking Sobek and Viking Vela and the commencement of the Viking Yi Dun accommodation agreement in September 2024.
Vessel operating increased by $28.8 million, or 10.2%, to $309.9 million for the three months ended March 31, 2025, from $281.1 million for the same period in 2024. The increase was primarily due to an increase in operations, mainly due additional new ships delivered, including the Viking Hathor, the Viking Sobek, and the Viking Vela and the commencement of the Viking Yi Dun accommodation agreement in September 2024.
Selling and administration increased by $24.1 million, or 11.0%, to $243.9 million for the three months ended March 31, 2025, from $219.8 million for the same period in 2024. The increase was due to an increase in employee costs and an increase in selling costs primarily due to an increase in Capacity PCDs for 2025 and future seasons.
Depreciation and amortization increased by $3.3 million, or 5.0%, to $68.8 million for the three months ended March 31, 2025, from $65.5 million for the same period in 2024.
The drivers of changes in operating costs and expenses for our Viking River and Viking Ocean segments are the same as those described for our consolidated results.
As a result of the foregoing, operating loss was $9.3 million for the three months ended March 31, 2025, compared to $71.1 million for the same period in 2024.
Non-operating Income (Expense)
Net interest expense decreased by $28.7 million to $66.5 million for the three months ended March 31, 2025, from $95.2 million for the same period in 2024. The decrease was primarily due to $23.8 million in interest expense recognized in 2024 related to the Series C
38
Preference Shares. Immediately prior to the consummation of our IPO, the Series C Preference Shares automatically converted to ordinary shares and upon conversion to ordinary shares, the Private Placement liability was no longer outstanding.
Currency (loss) gain decreased by $34.4 million to a loss of $25.6 million for the three months ended March 31, 2025, from a gain of $8.8 million for the same period in 2024. The loss was primarily due to losses for the €316.6 million Viking Neptune and €316.6 million Viking Saturn loans, which are both payable in euros and adjusted for currency translation and realized currency losses due to payments for operating costs and vendor payments incurred in non-U.S. dollar denominations.
Private Placement derivative loss decreased by $306.6 million to nil for the three months ended March 31, 2025, from $306.6 million for the same period in 2024. Immediately prior to the consummation of our IPO, the Series C Preference Shares automatically converted to ordinary shares and upon conversion to ordinary shares, the Private Placement derivative was no longer outstanding.
Other financial loss decreased by $24.1 million to $0.9 million for the three months ended March 31, 2025, from $25.0 million for the same period in 2024. The decrease was primarily due to a $23.7 million loss on the remeasurement of the warrant liability in 2024. All warrants were exercised in November 2024, at which point the associated liability ceased to be outstanding.
Income tax expense increased by $1.6 million to $3.2 million for the three months ended March 31, 2025, from $1.6 million for the same period in 2024.
Net Loss
Net loss decreased by $385.2 million to $105.5 million for the three months ended March 31, 2025, from $490.7 million for the same period in 2024. The decrease was primarily due to a $306.6 million loss on remeasurement of the Private Placement derivative in 2024 and a decrease of $23.8 million in interest expense related to the Series C Preference Shares. Immediately prior to the consummation of our IPO, the Series C Preference Shares automatically converted to ordinary shares and upon conversion to ordinary shares, the Private Placement derivative and Private Placement liability were no longer outstanding. The decrease in net loss was also due to a $61.8 million decrease in operating loss due to the various factors described above.
Liquidity and Capital Resources
Liquidity Management
Our liquidity requirements arise primarily from the need to fund working capital and capital expenditures for the expansion, refurbishment and maintenance of our fleet and to repay debt. Historically, we have obtained financing of up to 80% of our newbuild contract prices and issued debt and equity, when needed, to finance our cash needs and the growth of our business. Additionally, we collect significant deposits from bookings, which are recorded as deferred revenue and are recognized as revenue generally pro rata over the cruise period.
In June 2024, we entered into a credit agreement for a five-year Revolving Credit Facility (as defined below) in an aggregate principal amount of $375.0 million, and if drawn, the proceeds of which will be used by us to finance ongoing working capital requirements and for other general corporate purposes. As of March 31, 2025, we had no amounts drawn on the Revolving Credit Facility.
As of March 31, 2025, we had $2,765.6 million in cash and cash equivalents and a working capital deficit of $2,190.7 million. The working capital deficit included $4,764.3 million of deferred revenue. In May 2025, we repaid VCL’s $250.0 million in principal of 6.250% Senior Notes due 2025 at their maturity. We believe existing cash and cash equivalents and cash flows from operations and financing activities will continue to be sufficient to fund our operating activities and cash commitments for at least the next 12 months. Our liquidity requirements depend on several factors, many of which are beyond our control, as further described in our filings with the SEC.
Our liquidity requirements also include operating expenses, which have been impacted by elevated levels of inflation. We closely monitor costs and are cost conscious in managing our operations. We may work with multiple suppliers or source items from different markets to take advantage of cost competition. We may also look for opportunities to thoughtfully substitute lower cost alternatives, without compromising the quality of the guest experience. Where we anticipate elevated costs may be more sustained, we may enter into contracts with suppliers to lock in rates, such as for our river fuel. We are also strategic in the duration of our contracts to provide flexibility to take advantage of cost declines when they occur.
We collect a significant amount of deposits for cruise bookings from our customers well in advance of their cruise dates. Credit card and electronic transfer transactions that settle quickly are classified as cash and cash equivalents. Other credit card receivables are included in accounts and other receivables. We rely on multiple credit card processors for collection of customer funds for future cruises. Credit card processors can limit the funds they remit to us if they determine that they need to increase their reserve requirements on credit card processing activities, which could reduce our cash and cash equivalents and negatively impact our liquidity position.
39
Sources and Uses of Cash
Set forth below is a summary of our cash flows for the three months ended March 31, 2025 and 2024:
|
|
Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
Consolidated Statements of Cash Flows Data |
|
|
|
|
|
|
||
Net cash flow from operating activities |
|
$ |
587,885 |
|
|
$ |
463,031 |
|
Net cash flow used in investing activities |
|
|
(130,096 |
) |
|
|
(81,532 |
) |
Net cash flow used in financing activities |
|
|
(184,510 |
) |
|
|
(219,247 |
) |
Change in cash and cash equivalents |
|
|
273,279 |
|
|
|
162,252 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
2,604 |
|
|
|
(2,371 |
) |
Net increase in cash and cash equivalents |
|
$ |
275,883 |
|
|
$ |
159,881 |
|
Net Cash Flow from Operating Activities
Net cash flow from operating activities increased by $124.9 million to $587.9 million for the three months ended March 31, 2025, compared to $463.0 million for the same period in 2024. The increase was primarily due to a $121.5 million increase in deferred revenue and a $61.8 million decrease in operating loss. Other changes primarily relate to timing differences in cash receipts and payments for various operating assets and liabilities.
Net Cash Flow used in Investing Activities
Net cash flow used in investing activities increased by $48.6 million to $130.1 million for the three months ended March 31, 2025, compared to $81.5 million for the same period in 2024. The increase was primarily due to a $50.9 million increase in capital expenditures.
Net Cash Flow used in Financing Activities
Net cash flow used in financing activities decreased by $34.7 million to $184.5 million for the three months ended March 31, 2025, compared to $219.2 million for the same period in 2024. The decrease was primarily due to $18.9 million less in repayment of borrowings and an $11.1 million decrease in interest paid.
Debt Obligations and Material Capital Commitments
The table below summarizes our significant short-term and long-term liquidity and capital resource needs, including principal and interest payments for debt and financial liabilities, shipbuilding obligations and vessel charter and accommodation agreement obligations, based on contractual undiscounted cash flows as of March 31, 2025, assuming a euro to U.S. dollar exchange rate of 1.10:
|
Total |
|
|
Remainder of 2025 |
|
|
2026-2027 |
|
|
2028-2029 |
|
|
2030 - forward |
|
|||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt obligations |
$ |
5,450,783 |
|
|
$ |
438,749 |
|
|
$ |
1,250,639 |
|
|
$ |
1,887,596 |
|
|
$ |
1,873,799 |
|
Interest to be paid |
|
1,378,883 |
|
|
|
182,946 |
|
|
|
564,888 |
|
|
|
354,504 |
|
|
|
276,545 |
|
Shipbuilding obligations |
|
4,915,655 |
|
|
|
706,782 |
|
|
|
1,781,228 |
|
|
|
1,519,485 |
|
|
|
908,160 |
|
Vessel charter and accommodation agreement obligations |
|
209,854 |
|
|
|
40,755 |
|
|
|
74,391 |
|
|
|
68,485 |
|
|
|
26,223 |
|
Total |
$ |
11,955,175 |
|
|
$ |
1,369,232 |
|
|
$ |
3,671,146 |
|
|
$ |
3,830,070 |
|
|
$ |
3,084,727 |
|
The table above reflects obligations related to outstanding loan and contracted ship commitments. Debt obligations are presented gross of loan costs of $138.2 million. Our debt obligations mature at various dates through 2036 and bear interest at fixed and variable rates. Future interest on variable rate debt as of March 31, 2025 is calculated based upon interest rates ranging from 5.91% to 7.56%. Shipbuilding obligations include purchase commitments for our newbuilds currently under contract as of March 31, 2025. As we make payments towards our newbuilds, our shipbuilding obligations are reduced. The table above only reflects ship commitments for shipyard newbuilding agreements or amendments that are effective as of March 31, 2025. Vessel charter and accommodation agreement obligations represent remaining amounts contractually committed for leased vessels and ships, excluding renewal options not yet exercised. Vessel charter and accommodation agreement obligations include payments for both asset and service components of the charters. The lease agreements for both the Viking Mississippi and the Viking Yi Dun include variable amounts, which are subject to change based on actual operating expenses or number of passengers.
40
The table above reflects our shipbuilding obligations at contract price before the impact of financing. See “— Newbuilding Program” for additional information about our shipbuilding obligations and any related financing. See Note 10 in the interim condensed consolidated financial statements for further information about our debt obligations.
We have financial maintenance covenants on certain of our river vessel financings that require Viking River Cruises Ltd (“VRC”), as guarantor, and Viking River Cruises AG (“VRC AG”), as borrower, to maintain at all times following the first drawdown, an aggregate amount of consolidated free liquidity, which includes cash and cash equivalents, marketable securities and receivables from credit card processors, equal to or greater than $75.0 million. As of March 31, 2025, VRC and VRC AG were in compliance with these financial maintenance covenants. Additionally, we are required to maintain $6.5 million in a financial liability deposit at all times throughout the charter period as part of the Viking Orion charter agreement.
We also have covenants in our debt agreements that generally restrict the amount of funds that can be transferred from VCL and its restricted subsidiaries to the Company to a basket, which is calculated based on a cumulative earnings metric. See Note 10 in the interim
condensed consolidated financial statements for further information about our debt agreements.
Newbuilding Program
Newbuilds increase our potential number of berths and Capacity PCDs. Each Longship has 190 berths and certain of our river vessels are Longship-like, but are designed to be able to navigate smaller rivers and have fewer berths. Longships for Asia Outbound have 182 berths. Each ocean ship has 930 or 998 berths and each additional ocean ship will have 998 berths. Each expedition ship has 378 berths. The Viking Mississippi has 386 berths.
We generally have a variety of alternatives to finance our newbuilds. When we acquire options for newbuilds, we have no contractual or financial obligation to the shipyard until a contract for a newbuild is signed subject to certain conditions.
River Newbuilds and Charters
A summary of the river newbuilding program is outlined below, assuming a euro to U.S. dollar exchange rate of 1.10. In the first quarter of 2025, we entered into shipbuilding contracts for eight additional river vessels, four scheduled for delivery in 2027 and four scheduled for delivery in 2028. In the first quarter of 2025, we also entered into a shipbuilding contract for a Longship-Douro vessel scheduled for delivery in 2027. We have obtained financing for the Longship-Seine river vessel and all 2026 Longships, as described below.
River Vessels |
Number of |
|
Aggregate Price |
|
|
Delivery |
|
Longships |
4 |
|
$ |
162,800 |
|
|
2025 |
Longship-Seine |
1 |
|
|
38,803 |
|
|
2025 |
Longship-Douro |
1 |
|
|
24,750 |
|
|
2025 |
Longships |
4 |
|
|
162,800 |
|
|
2026 |
Longships |
4 |
|
|
210,980 |
|
|
2027 |
Longship-Douro |
1 |
|
|
27,874 |
|
|
2027 |
Longships |
4 |
|
|
214,060 |
|
|
2028 |
Total |
19 |
|
$ |
842,067 |
|
|
|
In 2023, we entered into a loan agreement for €167.5 million to finance the four Longships scheduled for delivery in 2026 and the Longship-Seine river vessel scheduled for delivery in 2025. Euler Hermes Aktiengesellschaft (“Hermes”), which manages the official export credit guarantee scheme on behalf and for the account of the German Federal Government, has provided a guarantee equal to 95% of the loan amount. The loan is denominated in U.S. dollars and the applicable exchange rate will be based on the prevailing exchange rate two business days prior to the date of drawdown. The loan has a term of 102 months from the date of drawdown and we may select fixed or variable rate financing prior to drawdown. VRC and VCL issued corporate guarantees for this loan.
In the first quarter of 2025, we secured the following options for additional river vessels:
River Vessels - Options |
Number of |
|
Delivery |
|
Option Exercise Date |
Longships |
4 |
|
2029 |
|
September 30, 2026 |
Longships |
4 |
|
2030 |
|
September 30, 2027 |
We have entered into raw materials agreements for six river vessels that will operate in Egypt, the Viking Amun, the Viking Ptah, the Viking Sekhmet, the Viking Thoth and two other river vessels. We expect these vessels to be delivered between 2025 and 2027.
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In 2023, we entered into a charter agreement for the Viking Tonle, an 80-berth river vessel traveling through Vietnam and Cambodia, scheduled for delivery in the third quarter of 2025, for the 2025 through 2033 sailing seasons. We have an option to extend the charter for two additional seasons.
In the second quarter of 2025, we entered into a charter agreement for an 80-berth river vessel traveling through India for the 2027 through 2035 sailing seasons. We have an option to extend the charter for three additional seasons.
Ocean Newbuilds
A summary of the ocean newbuilding program is outlined below, assuming a euro to U.S. dollar exchange rate of 1.10. Each new ocean ship will have 998 berths. The Viking Libra and the Viking Astrea will have a propulsion system based partially on liquefied hydrogen and fuel cells, capable of operating with zero emissions. We have obtained financing for all ships, as described below.
Ocean Ships |
Price |
|
Delivery |
|
Viking Vesta |
$ |
446,050 |
|
2025 |
Viking Mira |
|
501,523 |
|
2026 |
Viking Libra |
|
501,523 |
|
2026 |
Viking Astrea |
|
517,000 |
|
2027 |
Ship XVI |
|
517,000 |
|
2028 |
Ship XVII |
|
567,600 |
|
2028 |
Ship XVIII |
|
567,600 |
|
2029 |
Ship XIX |
|
567,600 |
|
2030 |
Ship XX |
|
567,600 |
|
2030 |
Total |
$ |
4,753,496 |
|
|
In 2021 and 2022, we entered into SACE Financing for the Viking Vesta, the Viking Mira, the Viking Libra, the Viking Astrea and Ship XVI. In the first quarter of 2025, we entered into SACE Financing for Ship XVII, Ship XVIII, Ship XIX and Ship XX. These loans are for up to 80% of each newbuild’s contract price, including certain change orders and 100% of the Export Credit Agency premium, and will be available for drawdown in U.S. dollars. SACE SpA, which manages the official export credit guarantee scheme on behalf and for account of the Italian Government, provided the lenders with an insurance policy covering 100% of the principal and interest of the facility amount. The interest rates for the loans are fixed. The loans are due in 12 years through 24 consecutive, semiannual, equal installments, the first of which is due six months after the drawdown at delivery. VCL and Viking Ocean Cruises II Ltd have jointly and severally guaranteed all of our SACE Financing. In addition, the Company jointly and severally guaranteed the loans relating to Ship XVII, Ship XVIII, Ship XIX and Ship XX.
We entered into shipbuilding contracts for the ships outlined below, assuming a euro to U.S. dollar exchange rate of 1.10. These shipbuilding contracts will not become effective until certain financing conditions are met. If the financing conditions for Ship XXI and Ship XXII have not been met by January 31, 2026, these contracts can be terminated by us or the shipyard.
Ocean Ships |
Price |
|
Delivery |
|
Ship XXI |
$ |
615,890 |
|
2031 |
Ship XXII |
|
615,890 |
|
2031 |
Total |
$ |
1,231,780 |
|
|
In 2024 and 2025, we secured the following options for additional ocean ships:
Ocean Ships - Options |
Delivery Date |
Option Exercise Date |
Ship XXIII |
2032 |
July 31, 2026 |
Ship XXIV |
2032 |
July 31, 2026 |
Ship XXV |
2033 |
July 30, 2027 |
Ship XXVI |
2033 |
July 30, 2027 |
Undrawn Borrowing Facilities
We have obtained SACE Financing for the Viking Vesta, Viking Mira, Viking Libra, Viking Astrea, Ship XVI, Ship XVII, Ship XVIII, Ship XIX and Ship XX. We also have a loan agreement for €167.5 million to finance four Longships scheduled for delivery in 2026 and one
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Longship-Seine scheduled for delivery in 2025. The SACE Financing and the €167.5 million loan agreement will be drawn down upon the delivery of each ship or vessel.
Revolving Credit Facility
In 2024, we entered into a credit agreement for a five-year revolving credit facility in an aggregate principal amount of $375.0 million (the “Revolving Credit Facility”). The obligations of VCL under the Revolving Credit Facility are guaranteed by VHL and certain of VCL’s direct and indirect wholly-owned subsidiaries and are secured by VCL’s rights under the intercompany loan agreement with VRC AG, which is secured by the following river vessels: Viking Odin, Viking Idun, Viking Freya, Viking Njord, Viking Eistla, Viking Bestla, Viking Embla, Viking Aegir, Viking Skadi, Viking Bragi, Viking Tor, Viking Var, Viking Forseti, Viking Rinda, Viking Jarl, Viking Atla, Viking Gullveig, Viking Ingvi and Viking Alsvin. As of March 31, 2025, we had no amounts drawn on the Revolving Credit Facility.
Guarantors of the Unsecured Notes
So as long as VHL guarantees the financial obligations under the $550.0 million in principal of 5.875% Senior Notes due 2027 (the “2027 VCL Notes”), $500.0 million in principal amount of 7.000% Senior Notes due 2029 (the “2029 VCL Notes”) and $720.0 million in principal amount of 9.125% Senior Notes due 2031 (the “2031 VCL Notes” and, together with the 2027 VCL Notes and the 2029 VCL Notes, the “Unsecured Notes”), our reporting obligations to bondholders are satisfied with financial information of VHL so long as we also provide the information that would be required by SEC Rule 13-01 of Regulation S-X. Our assets, liabilities, revenues, expenses and other comprehensive income either exist at or are primarily generated by the subsidiaries that issue or guarantee the Unsecured Notes (the “Guarantors”). Accordingly, we meet the criteria in Rule 13-01 of Regulation S-X to omit the summarized financial information for the assets and liabilities and operating results of the Guarantors from our disclosures.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and operating results require our management to make judgments, assumptions and estimates that affect the amounts reported. For a discussion of our significant accounting policies and estimates, refer to the 2024 audited consolidated financial statements included in our Annual Report and Note 2 of this quarterly Report.
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Item 3. Qualitative and Quantitative Disclosures about Market Risk
For a discussion of our market risks, refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations—Qualitative and Quantitative Disclosures about Market Risk section in our Annual Report. There have been no material changes to our exposure to market risks since the date of Form 20-F.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various claims and legal proceedings related to claims arising out of our operations. We are not currently involved in any legal proceedings that, either individually or in the aggregate, are expected to have a material adverse effect on our business or financial position.
Item 1A. Risk Factors
There have been no material changes to our risk factors since those reported in our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 5. Other Information
None.
Item 6. Exhibits
None.
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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: May 20, 2025
Viking Holdings Ltd |
||
|
||
By: |
|
/s/ Leah Talactac |
Name: |
|
Leah Talactac |
Title: |
|
President and Chief Financial Officer |
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