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Financial Instruments and Risk Management
12 Months Ended
Dec. 31, 2024
Disclosure of detailed information about financial instruments [abstract]  
Financial Instruments and Risk Management
26.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Risk management overview

The Group is exposed to a number of different financial market risks arising from its normal business activities. Financial market risk is primarily the possibility that fluctuations in currency exchange rates, interest rates and fuel prices will affect the value of the Group’s assets, liabilities or future cash flow.

Foreign Currency Risk

The Group is exposed to foreign currency fluctuations, primarily related to changes in USD/EUR exchange rates, related to its ongoing business operations. From 2022 to 2024, the Group entered into forward foreign currency contracts that mature at various dates between 2023 and 2026 to reduce its exposure to USD/EUR exchange rate fluctuations by hedging certain euro-denominated expenditures for direct costs of cruise, land and onboard and vessel operating. See Note 25. Based on the Group’s outstanding forward foreign currency contracts as of December 31, 2024 and 2023, a 10% increase or decrease in the value of the USD against the euro, with all other variables held constant, would result in a $100.4 million and $51.9 million, respectively, increase or decrease in net change in cash flow hedges in the consolidated statement of other comprehensive income (loss).

As of December 31, 2024 and 2023, the majority of the Group’s cash and cash equivalents were held in USD denominated accounts.

As discussed in Note 14, certain of the Group’s loans are denominated in currencies other than the USD, primarily the loans associated with financing the Viking Neptune and Viking Saturn are denominated in euros. Based on the Group’s outstanding Viking Neptune and Viking Saturn loan balances as of December 31, 2024 and 2023, a 10% increase or decrease in the value of the USD against the euro, with all other variables held constant, would result in a $56.2 million and $65.5 million, respectively, decrease or increase on the balance of the bank loans.

Interest Rate Risk

The Group’s risk management objective for interest rate risk is to reduce the exposure to variability of cash flows arising from changes in interest rates. Interest rates on the Group’s lease contracts are fixed and thus are not sensitive to fluctuation in market interest rates. As discussed in Note 14, the Group has both fixed rate and variable rate loans and financial liabilities. The fixed rate loans and the fixed rate financial liabilities are not sensitive to interest rate fluctuations.

The following table shows the annual effects of changes to the interest rate (+/- 1%) for the balances of the Group’s loans outstanding and financial liabilities with variable rates as of December 31, 2024 and 2023. An increase or decrease in the interest rates would result in a decrease or increase, respectively, on the Group’s income (loss) before income taxes as follows:

 

 

 

Increase/decrease
in interest rate

 

Effect on income (loss)
before income taxes
(USD ‘000)

2024

 

+/- 1%

 

-/+ 3,962

2023

 

+/- 1%

 

-/+ 5,763

 

 

If interest rates changed by greater than 1%, the effect on the Group’s income (loss) before income taxes would be proportionate for each 1% change to amounts shown in table above.

Fuel Price Risk

From time to time, the Group may use financial instruments to mitigate its exposure to the risk of increases in fuel prices. These contracts were not designated as hedges for accounting purposes. As of December 31, 2024 and 2023, the Group did not have any financial instruments related to fuel purchases. In order to mitigate risks related to river fuel prices, the Group may also enter into fixed price fuel contracts for its expected river fuel consumption related to its European sailings. This limits the uncertainty related to fuel prices on the Group’s results. As these contracts are fixed contracts for the Group’s own use, the contracts are not derivative instruments.

Credit Risk

The Group only trades with third parties that it believes are creditworthy. Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. The Group’s largest receivables are from highly reputable credit card processors. As the Group constantly monitors these receivables, the risk of non-collection is unlikely. Other non-current assets are comprised primarily of cash deposited with reputable financial institutions as security for letters of credit and certificates of deposits.

The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets as disclosed under “Fair Value of Financial Assets and Liabilities”.

In connection with the Group’s prepayments for vessel and shipbuilding and refurbishment projects and prepayments to certain suppliers, the Group has a concentration of prepayments to these vendors. Total prepayments as of December 31, 2024 and 2023 were $722.7 million and $420.6 million, respectively.

Liquidity Risk

The Group manages its risk to a shortage of funds by monitoring the projected cash flows from operations. Risk management includes maintaining sufficient cash balances. The Group generates cash flow through advance bookings and the Group relies on multiple credit card processors for collection of the customer funds for future cruises. Changes in booking and collections patterns or additional reserve requirements in the Group’s credit card processing terms could have a material adverse impact on the Group’s liquidity position. Due to the dynamic and seasonal nature of the underlying business, the Group maintains sufficient cash for its daily operations via short-term cash deposits at banks.

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted cash flows (in USD and thousands):

 

As of December 31, 2024

 

3 months
or less

 

 

3 months
to 1 year

 

 

1 to 2 years

 

 

2 to 5 years

 

 

Over 5 years

 

 

Total

 

Interest bearing loans and borrowings

 

$

55,897

 

 

$

434,480

 

 

$

214,181

 

 

$

2,914,660

 

 

$

1,861,775

 

 

$

5,480,993

 

Interest to be paid

 

 

121,883

 

 

 

182,730

 

 

 

287,064

 

 

 

631,732

 

 

 

276,079

 

 

 

1,499,488

 

Accounts payables

 

 

236,382

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

236,382

 

Forward foreign currency contracts

 

 

43,758

 

 

 

473,229

 

 

 

550,510

 

 

 

 

 

 

 

 

 

1,067,497

 

Accrued expenses and other current liabilities

 

 

186,299

 

 

 

122,458

 

 

 

 

 

 

 

 

 

 

 

 

308,757

 

Other non-current liabilities

 

 

 

 

 

 

 

 

25,652

 

 

 

 

 

 

 

 

 

25,652

 

Total

 

$

644,219

 

 

$

1,212,897

 

 

$

1,077,407

 

 

$

3,546,392

 

 

$

2,137,854

 

 

$

8,618,769

 

 

As of December 31, 2023

 

3 months
or less

 

 

3 months
to 1 year

 

 

1 to 2 years

 

 

2 to 5 years

 

 

Over 5 years

 

 

Total

 

Interest bearing loans and borrowings

 

$

74,941

 

 

$

195,947

 

 

$

490,586

 

 

$

2,033,506

 

 

$

2,631,581

 

 

$

5,426,561

 

Private Placement liability and derivative

 

 

 

 

 

 

 

 

 

 

 

4,058,199

 

 

 

 

 

 

4,058,199

 

Interest to be paid

 

 

132,999

 

 

 

276,882

 

 

 

382,834

 

 

 

751,157

 

 

 

393,575

 

 

 

1,937,447

 

Accounts payables

 

 

244,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

244,581

 

Accrued expenses and other current liabilities

 

 

189,073

 

 

 

68,581

 

 

 

 

 

 

 

 

 

 

 

 

257,654

 

Other non-current liabilities

 

 

 

 

 

 

 

 

171,281

 

 

 

 

 

 

 

 

 

171,281

 

Total

 

$

641,594

 

 

$

541,410

 

 

$

1,044,701

 

 

$

6,842,862

 

 

$

3,025,156

 

 

$

12,095,723

 

 

As of December 31, 2023, the table above included the Private Placement liability and derivative related to the Series C Preference Shares. As of December 31, 2023, interest to be paid included the Series C Preferential Dividend. As described in Note 1, the Private Placement liability and derivative were derecognized in connection with the conversion of the Series C Preference Shares to ordinary shares immediately prior to the consummation of the IPO.

Capital Management

The Group’s objective when managing capital is to balance the cash flow needs of the Group, while ensuring that appropriate capital is deployed in order to support the Group’s product offerings. Consistent with industry practice, the Group utilizes cash collected from advance bookings to fund operations. The Group may utilize bank loans, financial liabilities and leases to finance its current fleet and future newbuilding programs. Additionally, the Group manages its capital structure and makes adjustments to it in light of changes in economic conditions.

As described in Note 14, the Group’s borrowings contain customary insurance requirements and negative covenants 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. Also described in Note 14, the Hermes Financing also has financial maintenance covenants for VRC and VRC AG. As of December 31, 2024, VRC and VRC AG were in compliance with these financial maintenance covenants.

Changes in Liabilities Arising from Financing Activities

 

 

 

January 1,
2024

 

 

Principal
payments

 

 

Proceeds
from
borrowings

 

 

Transaction
costs
incurred for
borrowings

 

Series C
Conversion
to ordinary
shares

 

 

Reclassifications
and other

 

 

December 31,
2024

 

(in USD and thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term portion of bank loans and financial liabilities

 

$

253,020

 

 

$

(269,770

)

 

$

 

 

$

 

$

 

 

$

236,866

 

 

$

220,116

 

Long-term portion of bank loans and financial liabilities

 

 

1,757,372

 

 

 

(38,980

)

 

 

400,988

 

 

 

(39,366

)

 

 

 

 

(256,357

)

 

 

1,823,657

 

Secured Notes

 

 

1,015,657

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,844

 

 

 

1,017,501

 

Short-term portion of Unsecured Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

249,650

 

 

 

249,650

 

Long-term portion of Unsecured Notes

 

 

2,270,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(245,245

)

 

 

2,025,001

 

Private Placement liability

 

 

1,394,552

 

 

 

 

 

 

 

 

 

 

 

(1,397,960

)

 

 

3,408

 

 

 

 

Short-term portion of lease liabilities

 

 

24,670

 

 

 

(28,142

)

 

 

 

 

 

 

 

 

 

 

32,416

 

 

 

28,944

 

Long-term portion of lease liabilities

 

 

227,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(20,362

)

 

 

207,594

 

Total liabilities from financing activities

 

$

6,943,473

 

 

$

(336,892

)

 

$

400,988

 

 

$

(39,366

)

$

(1,397,960

)

 

$

2,220

 

 

$

5,572,463

 

 

 

 

January 1,
2023

 

 

Principal
payments

 

 

Proceeds from
borrowings

 

 

Transaction
costs incurred
for borrowings

 

 

Reclassifications
and other

 

 

December 31,
2023

 

(in USD and thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term portion of bank loans and financial liabilities

 

$

251,561

 

 

$

(288,758

)

 

$

 

 

$

 

 

$

290,217

 

 

$

253,020

 

Long-term portion of bank loans and financial liabilities

 

 

1,711,331

 

 

 

 

 

 

349,088

 

 

 

(41,337

)

 

 

(261,710

)

 

 

1,757,372

 

Secured Notes

 

 

1,670,392

 

 

 

(675,000

)

 

 

-

 

 

 

 

 

 

20,265

 

 

 

1,015,657

 

Long-term portion of Unsecured Notes

 

 

1,555,857

 

 

 

 

 

 

720,000

 

 

 

(9,915

)

 

 

4,304

 

 

 

2,270,246

 

Private Placement liability

 

 

1,384,780

 

 

 

 

 

 

 

 

 

 

 

 

9,772

 

 

 

1,394,552

 

Short-term portion of lease liabilities

 

 

22,991

 

 

 

(20,586

)

 

 

 

 

 

 

 

 

22,265

 

 

 

24,670

 

Long-term portion of lease liabilities

 

 

239,419

 

 

 

 

 

 

 

 

 

 

 

 

(11,463

)

 

 

227,956

 

Total liabilities from financing activities

 

$

6,836,331

 

 

$

(984,344

)

 

$

1,069,088

 

 

$

(51,252

)

 

$

73,650

 

 

$

6,943,473

 

 

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. See Note 10 for detail of items included in ‘Reclassifications and other’ related to lease liabilities.

 

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 December 31, 2024 and 2023, except for fixed interest bank loans and financial liabilities, secured and unsecured notes, and the Private Placement liability, as outlined below:

 

 

 

Carrying amount

 

 

Fair value

 

(in USD and thousands)

 

December 31,

 

 

December 31,

 

Financial assets

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Other non-current assets

 

$

41,987

 

 

$

55,593

 

 

$

41,987

 

 

$

55,593

 

Accounts and other receivables and prepaid expenses
   and other current assets

 

 

11,122

 

 

 

117,013

 

 

 

11,122

 

 

 

117,013

 

Total financial assets

 

$

53,109

 

 

$

172,606

 

 

$

53,109

 

 

$

172,606

 

Total current

 

$

11,122

 

 

$

117,013

 

 

$

11,122

 

 

$

117,013

 

Total non-current

 

$

41,987

 

 

$

55,593

 

 

$

41,987

 

 

$

55,593

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount

 

 

Fair value

 

(in USD and thousands)

 

December 31,

 

 

December 31,

 

Financial liabilities

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Forward foreign currency contracts

 

$

39,797

 

 

$

 

 

$

39,797

 

 

$

 

Bank loans and financial liabilities

 

 

2,043,773

 

 

 

2,010,392

 

 

 

2,084,552

 

 

 

2,009,895

 

Secured Notes

 

 

1,017,501

 

 

 

1,015,657

 

 

 

1,001,756

 

 

 

990,087

 

Unsecured Notes

 

 

2,274,651

 

 

 

2,270,246

 

 

 

2,345,481

 

 

 

2,312,358

 

Private Placement liability

 

 

 

 

 

1,394,552

 

 

 

 

 

 

1,406,649

 

Private Placement derivative

 

 

 

 

 

2,640,759

 

 

 

 

 

 

2,640,759

 

Warrant liability

 

 

 

 

 

134,270

 

 

 

 

 

 

134,270

 

Other non-current liabilities

 

 

1,991

 

 

 

3,410

 

 

 

1,991

 

 

 

3,410

 

Total financial liabilities

 

$

5,377,713

 

 

$

9,469,286

 

 

$

5,473,577

 

 

$

9,497,428

 

Total current

 

$

494,568

 

 

$

253,020

 

 

$

499,237

 

 

$

252,957

 

Total non-current

 

$

4,883,145

 

 

$

9,216,266

 

 

$

4,974,340

 

 

$

9,244,471

 

 

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 consolidated 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 years ended December 31, 2024 and 2023.

As of December 31, 2024 and 2023, 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)

 

December 31,

 

 

December 31,

 

Financial assets

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Level 1

 

 

 

 

 

 

 

 

 

 

 

 

Cash deposits

 

$

51,384

 

 

$

74,265

 

 

$

51,384

 

 

$

74,265

 

Restricted cash

 

 

 

 

 

75,786

 

 

 

 

 

 

75,786

 

Other

 

 

 

 

 

1,863

 

 

 

 

 

 

1,863

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease receivables

 

 

1,725

 

 

 

11,377

 

 

 

1,725

 

 

 

11,377

 

Forward foreign currency contracts

 

 

 

 

 

9,315

 

 

 

 

 

 

9,315

 

Total financial assets

 

$

53,109

 

 

$

172,606

 

 

$

53,109

 

 

$

172,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount

 

 

Fair value

 

(in USD and thousands)

 

December 31,

 

 

December 31,

 

Financial liabilities

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

Forward foreign currency contracts

 

$

39,797

 

 

$

 

 

$

39,797

 

 

$

 

Bank loans and financial liabilities

 

 

2,043,773

 

 

 

2,010,392

 

 

 

2,084,552

 

 

 

2,009,895

 

Secured Notes

 

 

1,017,501

 

 

 

1,015,657

 

 

 

1,001,756

 

 

 

990,087

 

Unsecured Notes

 

 

2,274,651

 

 

 

2,270,246

 

 

 

2,345,481

 

 

 

2,312,358

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

Private Placement liability

 

 

 

 

 

1,394,552

 

 

 

 

 

 

1,406,649

 

Private Placement derivative

 

 

 

 

 

2,640,759

 

 

 

 

 

 

2,640,759

 

Warrant liability

 

 

 

 

 

134,270

 

 

 

 

 

 

134,270

 

Other

 

 

1,991

 

 

 

3,410

 

 

 

1,991

 

 

 

3,410

 

Total financial liabilities

 

$

5,377,713

 

 

$

9,469,286

 

 

$

5,473,577

 

 

$

9,497,428

 

 

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.

The Group designated the Private Placement liability as a Level 3 fair value instrument as the valuation technique used was a discounted cash flow approach based on expected principal and dividend payments associated with the Private Placement liability, the assumptions around which were significant unobservable inputs. The value was sensitive to changes in expected future cash flows and the discount rates. As described in Note 1, the Private Placement liability was derecognized in connection with the conversion of the Series C Preference Shares to ordinary shares immediately prior to the consummation of the IPO.

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.

As of December 31, 2023, the valuation of the Private Placement derivative was based on lattice model methodology, which took into consideration enterprise value based on a discounted cash flow model, fair value of debt holdings and various market factors. The value was sensitive to changes in the discounted cash flow model, including changes in expected future cash flows, the USD/EUR forward curve and the discount rates; changes in the discounted cash flow model resulted in changes in the ordinary share price. The Private Placement derivative was designated as Level 3 fair value instrument as the fair value was measured based on significant unobservable inputs, including but not limited to, ordinary share price, which was based on the discounted cash flow model, and ordinary share volatility. As described in Notes 1 and 20, the Private Placement derivative was derecognized in connection with the conversion of the Series C Preference Shares to ordinary shares immediately prior to the consummation of the IPO.

As of December 31, 2023, the valuation of the warrant liability was based on a lattice model methodology, which took into consideration ordinary share price, which was based on the discounted cash flow model, and estimated volatility. The warrant liability as of December 31, 2023 was a Level 3 fair value instrument as the fair value was measured based on significant unobservable inputs, including but not limited to, ordinary share price, which was based on the discounted cash flow model. As of December 31, 2024, the warrant liability was no longer outstanding. See Note 19.

The sensitivity of the fair value to the Level 3 significant unobservable inputs related to the warrant liability is outlined below:

 

Significant unobservable inputs

 

Fair value as of December 31, 2023
(in USD and thousands)

 

Fair Value

 

$

134,270

 

 

 

 

 

Sensitivity Analysis

 

 

 

Ordinary share price

 

 

 

+ 5%

 

$

147,157

 

- 5%

 

$

121,408

 

Ordinary share volatility

 

 

 

+ 5%

 

$

135,496

 

- 5%

 

$

133,547

 

 

The sensitivity of the fair value to the Level 3 significant unobservable inputs related to the Private Placement derivative is outlined below:

 

Significant unobservable inputs

 

Fair value as of December 31, 2023
(in USD and thousands)

 

Fair Value

 

$

2,640,759

 

 

 

 

 

Sensitivity Analysis

 

 

 

Ordinary share price

 

 

 

+ 5%

 

$

2,842,062

 

- 5%

 

$

2,439,916

 

Ordinary share volatility

 

 

 

+ 5%

 

$

2,643,261

 

- 5%

 

$

2,639,454