HMH Holding Inc
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001628280-26-031295
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053385
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 82 previous paragraphs and 84 current paragraphs.
40 unchanged; 31 reworded; 10 added; 11 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Product revenue decreased by $38.4 million, or 65.1%, and $60.3 million, or 53.1%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods, reflecting a lower backlog to start the quarter and partially due to a delay in equipment deliveries and installation and commissioning work in the Middle East.
Current report
Service revenue decreased by $3.3 million, or 3.5%, and $14.8 million, or 8.4%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods, primarily due to decreases in repairs and other services, partially offset by stronger digital services volume. Spare parts revenue increased by $9.0 million, or 17.3%, and $15.4 million, or 13.7%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods, due to an increase in spares demand.
Current report
Cost of services sold decreased by $4.9 million, or 7.7%, and $8.9 million, or 7.4%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods. These decreases in cost of services sold were in line with the decrease in service revenue. Cost of services as a percentage of revenue was 66.0% and 69.4% for the three and six months ended June 30, 2026, respectively, compared to 69.0% and 68.7% for the three and six months ended June 30, 2025, respectively. These decreases in cost of sales and cost of sales as a percentage of revenue were due to lower volume, revenue mix, continued cost optimization efforts and increased utilization.
Current report
Selling, general and administrative expenses increased by $30.9 million, or 105.0%, and $29.8 million, or 45.4%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods. These increases were primarily driven by pre-IPO stock-based compensation expense and employer portion of taxes on the associated award vestings of $22 million.
Current report
Excluding this IPO-related stock-based compensation expense, SG&A expenses increased by $8.9 million, or 30.3%, for the three months ended June 30, 2026, and by $7.8 million, or 11.9%, for the six months ended June 30, 2026, compared to the prior-year periods. These increases were driven primarily by investments in the Company's commercial and back office organizations, including increased sales headcount, as well as higher insurance and marketing expenses stemming from our transition to and operation as a public company.
Current report
Restructuring expenses for both the three and six months ended June 30, 2026 were $5.0 million, compared to $1.1 million and $4.3 million for the three and six months ended June 30, 2025, respectively, driven by our internal restructuring program and lease exit costs.
Current report
Interest expense, net decreased by $5.2 million, or 56.7%, and $7.4 million, or 40.4%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods. These decreases were driven by the repayment of the Shareholder Loans in April 2026 upon completion of the IPO, and the refinancing of our 9.875% senior secured bonds due in 2026 with 7.875% senior secured bonds due in 2028 in December 2025.
Current report
Income tax expense (benefit): Income tax consists primarily of U.S. federal and state income taxes and income taxes in foreign jurisdictions in which we operate. For the three months ended June 30, 2026, we recorded a tax benefit of $4.5 million, resulting in an effective tax rate of 47.3%, compared to a tax provision of $5.2 million and an effective tax rate of 34.6% for the three months ended June 30, 2025. For the six months ended June 30, 2026, the tax provision was $1.3 million, resulting in an effective tax rate of 666.3%, compared to a tax provision of $10.4 million and an effective tax rate of 40.0% for the six months ended June 30, 2025.
Current report
These fluctuating effective rates were heavily driven by valuation allowances on losses in certain foreign jurisdictions where tax benefits cannot currently be realized, along with the ongoing impacts of localized withholding taxes, statutory jurisdictional rate differentials, and pass-through non-controlling interests related to U.S. income taxed at the owner level. For the three and six months ended June 30, 2026, our income tax included the impact of a $22.5 million stock-based compensation expense related to pre-IPO stock-based awards. For the six months ended June 30, 2026, our income tax also included $0.5 million of IPO related transaction costs. Excluding the impact of the stock-based compensation expense and IPO related costs, our adjusted effective tax rate for the three and six months ended June 30, 2026 would have been 25.0% and 39.2%, respectively.
Current report
Net cash provided by financing activities was $6.6 million in the first six months of 2026 compared to net cash used in financing activities of $2.0 million. The increase in cash provided by financing activities was primarily driven by the receipt of $210.7 million in net proceeds from our IPO in 2026. This increase was partially offset by a $137.1 million repayment of related-party long-term debt, a $39.5 million purchase of B.V. Voting Shares from Baker Hughes and Akastor, a $12.9 million purchase of Holding Inc. and Holding B.V. shares as part of the greenshoe exercise, a $10.4 million of deferred IPO cost paid, and $4.9 million in payments for treasury shares in 2026. In the prior year period, financing cash outflows were primarily driven by the repayment of our outstanding credit facility.
Removed paragraphs (11)
Previous report
Service revenue decreased by $11.5 million, or 14%, in the first quarter of 2026, compared to the corresponding period in 2025, due to decreased services activity driven by lower order intake in the second half of 2025. Product revenue decreased by $22.2 million, or 40.6%, in the first quarter of 2026, compared to the corresponding period in 2025, primarily driven by customer capital expenditure deferrals. Spare parts revenue increased by $6.3 million, or 10.5%, in the first quarter of 2026, compared to the corresponding period in 2025, due to increased spares volume as customers prepared for increased activity reflecting a market rebound.
Previous report
Cost of services sold decreased by $4.0 million, or 7.0%, to $53.1 million in the first quarter of 2026, down from $57.1 million in the first quarter of 2025. The decrease in cost of services sold was in line with the decrease in service revenue. Cost of services sold as a percentage of service revenue increased to 73.4% in the first quarter of 2026 as compared to 68.4% in the first quarter of 2025, mainly due to change in revenue mix within our aftermarket services sales, and underutilization during the period.
Previous report
In the first quarter of 2026, selling, general and administrative expenses decreased by $1.1 million, or 3.1%, to $35.1 million from $36.2 million in the first quarter of 2025, primarily due to continued cost optimization and rationalization efforts.
Previous report
In the first quarter of 2025, restructuring and other expenses (income), net of $3.2 million was attributable to our internal restructuring program and other expenses for lease exits. There were no such expenses in the first quarter of 2026.
Previous report
In the first quarter of 2026, the change in foreign currency gain (loss) decreased by $6.2 million to a loss of $2.2 million from a gain of
Previous report
In the first quarter of 2026, interest expense, net decreased by $2.2 million, or 24.3%, to $7.0 million from $9.2 million in the first quarter of 2025 as a result of the refinancing in December 2025 of our 9.875% senior secured bonds due in 2026 to 7.875% senior secured bonds due in 2028.
Previous report
The unfavorable variance in account receivables and other receivables resulted from an increase in billings in time orders in the first quarter of 2026 and prepaid and others increased in the first quarter of 2026 due to timing and amount of prepaids incurred by us. The favorable cash variances in accounts payable and accounts payable—related party resulted from increased vendor payments made during the three months ended March 31, 2025 and the variance in contract liabilities resulted from the fulfillment of performance obligations relative to the timing of milestone invoicing in the first quarter of 2026.
Previous report
Net cash used in financing activities decreased by $15.7 million in the first quarter of 2026, compared to the corresponding period in 2025, primarily due to pay down of our outstanding credit facility in the first quarter of 2025.
Previous report
Adjusted EBITDA of $30.1 million for the three months ended March 31, 2026 remained relatively flat compared to $29.9 million for the three months ended March 31, 2025. The primary reason for the decrease was the decrease in net income, which was driven primarily by a decrease in revenue from less favorable market conditions.
Previous report
Free Cash Flow for the three months ended March 31, 2026 was $4.6 million, a decrease of $6.6 million, from $11.2 million for the three months ended March 31, 2025. The decrease in Free Cash Flow was driven by the decrease in cash provided by operating activities as discussed below.
Previous report
In 2026, we expect our capital expenditures, including developments costs, to be in the range of $15 million and $18 million.
Reworded paragraphs (31)
Previous wording
Sales of Projects and Products. This includes (i) comprehensive drilling equipment packages containing a full suite of components needed for a newbuild or reactivated drilling rig and (ii) individual or grouped components of drilling and pressure control equipment that facilitate customers maintaining and upgrading their existing fleet. During the three months ended March 31, 2026, we derived 19.0% of our revenue from sales of projects and products compared to 27.6% during the three months ended March 31, 2025.
Current wording
Sales of Projects and Products. This includes (i) comprehensive drilling equipment packages containing a full suite of components needed for a newbuild or reactivated drilling rig and (ii) individual or grouped components of drilling and pressure control equipment that facilitate customers maintaining and upgrading their existing fleet. During the three and six months ended June 30, 2026, we derived 12.1% and 15.6% of our revenue from sales of projects and products, respectively, compared to 29.0% and 28.3% during the three and six months ended June 30, 2025, respectively.
Previous wording
Aftermarket Services. This includes services on installed equipment and integrated digital solutions. Our aftermarket services facilitate customers maintaining and improving the lifespan, safety and efficiency of their existing drilling rig fleets. During the three months ended March 31, 2026, we derived 42.2% of our revenue from aftermarket services compared to 42.1% during the three months ended March 31, 2025.
Current wording
Aftermarket Services. This includes services on installed equipment and integrated digital solutions. Our aftermarket services facilitate customers maintaining and improving the lifespan, safety and efficiency of their existing drilling rig fleets. During the three and six months ended June 30, 2026, we derived 52.1% and 47.1% of our revenue from aftermarket services, respectively, compared to 45.4% and 43.8% during the three and six months ended June 30, 2025, respectively.
Previous wording
Sales of Spare Parts. This includes replacement parts for installed equipment used in oil and gas drilling operations. During the three months ended March 31, 2026, we derived 38.8% of our revenue from sales of spare parts compared to 30.3% during the three months ended March 31, 2025.
Current wording
Sales of Spare Parts. This includes replacement parts for installed equipment used in oil and gas drilling operations. During the three and six months ended June 30, 2026, we derived 35.8% and 37.3% of our revenue from sales of spare parts, respectively, compared to 25.6% and 27.9% during the three and six months ended June 30, 2025, respectively.
Previous wording
On April 2, 2026, we completed our initial public offering (the “IPO”) of 10,520,000 shares of our Class A common stock, par value $0.01 (“Class A common stock”), representing approximately 24% of the equity interests in the Company, at a price to the public of $20.00 per share. The net proceeds from the IPO were approximately $197.8 million, after deducting the underwriters’ discounts. On May 1, 2026, the underwriters elected to exercise their option to purchase an additional 685,844 shares of Class A common stock. Net proceeds from this exercise were $12.9 million after deducting discounts and offering fees of $0.8 million. See Note 19—“Subsequent Events” in the notes to HMH B.V.’s Condensed Consolidated Financial Statements.
Current wording
On April 2, 2026, we completed our initial public offering (the “IPO”) of 10,520,000 shares of our Class A common stock, par value $0.01 (“Class A common stock”), representing approximately 24% of the equity interests in the Company, at a price to the public of $20.00 per share. The net proceeds from the IPO were approximately $197.8 million, after deducting the underwriters’ discounts. On April 30, 2026, the underwriters elected to exercise their option to purchase an additional 685,844 shares of Class A common stock. Net proceeds from this exercise were $12.9 million after deducting discounts and offering fees of $0.8 million. See Note 1—“Basis of Presentation and Summary of Significant Accounting Policies” in the notes to the Condensed Consolidated Financial Statements.
Previous wording
The results of operations discussed in this Quarterly Report on Form 10-Q include those of HMH B.V. prior to the completion of our IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the IPO and related corporate reorganization, as discussed in “Corporate Reorganization” in Note 3—“Subsequent Events” of the notes to our Condensed Balance Sheets, had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.
Current wording
The results of operations discussed in this Quarterly Report on Form 10-Q include those of HMH B.V. prior to the completion of our IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the IPO and related corporate reorganization, as discussed in “Corporate Reorganization” in Note 1—“Basis of Presentation and Summary of Significant Accounting Policies” of the notes to the Condensed Consolidated Financial Statements, had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.
Previous wording
Oil and gas play a critical role in enabling modern society to function and providing increased standards of living to the global population. We believe that oil and gas will continue to play a leading role in the future global energy mix. While the world will take the needed efforts to diversify its energy supply into renewables and more sustainable forms of energy, including nuclear, the International Energy Agency estimates that oil and gas will nonetheless comprise 45% of global energy supply in 2050 and that global energy consumption is expected to increase to 533 exajoule by 2050, a 20% increase from 2023 levels and a 41% increase from 2010 levels.
Current wording
Oil and gas play a critical role in enabling modern society to function and providing increased standards of living to the global population. We believe that oil and gas will continue to play a leading role in the future global energy mix. While the world will take the needed efforts to diversify its energy supply into renewables and more sustainable forms of energy, including nuclear, the International
Previous wording
The following table sets forth certain Condensed Consolidated Statement of Income data (in thousands):
Current wording
The following table sets forth certain Condensed Consolidated Statement of Income data:
Previous wording
Revenue: The following table sets forth disaggregated revenue by segment (in thousands):
Current wording
Revenue: The following table sets forth disaggregated revenue by segment:
Previous wording
We generate our revenue primarily from three broadly categorized offerings: (i) product revenue, which comprises revenue from sales of projects and products and includes (a) comprehensive drilling equipment packages containing a full suite of components needed for a newbuild or reactivated drilling rig and (b) individual or grouped components of drilling and pressure control equipment that facilitate customers maintaining and upgrading their existing fleet, (ii) service revenue, which comprises aftermarket services relating to installed equipment and integrated digital solutions, and (iii) spare parts revenue, which includes replacement spare parts. We also generate our revenue from related parties via sales to Baker Hughes, which primarily consists of sales of products and services consistent in nature with those of external parties.
Current wording
We generate our revenue primarily from three broadly categorized offerings: (i) product revenue, which comprises revenue from sales of projects and products and includes (a) comprehensive drilling equipment packages containing a full suite of components needed for a newbuild or reactivated drilling rig and (b) individual or grouped components of drilling and pressure control equipment that facilitate customers maintaining and upgrading their existing fleet, (ii) service revenue, which comprises aftermarket services relating to installed equipment and integrated digital solutions, and (iii) spare parts revenue, which includes replacement spare parts. We also generate our revenue from related parties via sales to Baker Hughes and Akastor through its affiliates, which primarily consists of sales of products and services consistent in nature with those of external parties.
Previous wording
Total revenue decreased by $27.1 million, or 13.7%, in the first quarter of 2026, compared to the corresponding period in 2025, primarily due to lower product and service revenue, partially offset by higher spare parts revenue.
Current wording
Total revenue decreased by $32.6 million, or 16.0%, and $59.7 million, or 14.9%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods. The declines were primarily due to lower product and service revenues, partially offset by higher spare parts revenue.
Previous wording
Total cost of sales decreased by $25.3 million, or 17.8%, to $116.6 million in the first quarter of 2026, down from $141.9 million in the first quarter of 2025. Cost of sales as a percentage of revenue decreased to 68.1% in the first quarter of 2026 as compared to 71.5% in the first quarter of 2025. The decrease in cost of sales and cost of sales as a percentage of revenue was due to lower volume, revenue mix, continued cost optimization efforts and increased utilization.
Current wording
Total cost of sales decreased by $42.0 million, or 27.7%, and $67.3 million, or 22.9%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods. Cost of sales as a percentage of revenue decreased to 64.1% and 66.1% for the three and six months ended June 30, 2026, respectively, compared to 74.5% and 73.0% for the three and six months ended June 30, 2025, respectively. These decreases in cost of sales and cost of sales as a percentage of revenue were due to lower volume, revenue mix, continued cost optimization efforts and increased utilization.
Previous wording
Cost of goods sold - products decreased by $21.3 million, or 45.7%, to $25.4 million in the first quarter of 2026, down from $46.7 in the first quarter of 2025. The decrease in cost of goods sold - products was in line with the decrease in product revenue. Cost of goods sold - products as a percentage of product and related party revenue decreased to 79.1% in the first quarter of 2026 as compared to 85.4% in the first quarter of 2025 due to recognition of product and project revenue with higher margins driven by cost optimization efforts and the completion of contracts with unfavorable margins in 2025.
Current wording
Cost of goods sold - products decreased by $36.9 million, or 69.1%, and $58.2 million, or 58.2%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods. These decreases in cost of goods sold - products were in line with the decrease in product revenue. Cost of goods sold - products as a percentage of revenue decreased to 80.3% and 78.5% for the three and six months ended June 30, 2026, respectively, compared to 90.6% and 88.0% for the three and six months ended June 30, 2025, respectively. These decreases in cost of goods sold - products and cost of goods sold - products as a percentage of revenue were due to recognition of product and project revenue with higher margins driven by cost optimization efforts and the completion of contracts with unfavorable margins in 2025.
Previous wording
Cost of goods sold - spare parts remained relatively flat in the first quarter of 2026 compared to first quarter of 2025. Cost of goods sold - spare parts as a percentage of spare parts revenue decreased to 57.2% in the first quarter of 2026 as compared to 63.3% in first quarter of 2025, mainly due to volume mix.
Current wording
Cost of goods sold – spare parts remained relatively flat for the three and six months ended June 30, 2026, compared to the corresponding periods in 2025. Cost of goods sold – spare parts as a percentage of spare parts revenue decreased to 56.0% and 56.7% for the three and six months ended June 30, 2026, respectively, compared to 66.1% and 64.6% for the three and six months ended June 30, 2025, respectively. These decreases in cost of goods sold – spare parts as a percentage of spare parts revenue were mainly due to volume mix.
Previous wording
In the first quarter of 2026, research and development expenses decreased by $0.6 million, or 59.8%, to $0.4 million from $1.0 million in the first quarter of 2025. This decrease was attributable mainly to strategic deployment of development resources and capitalization of development costs.
Current wording
Research and development expenses remained relatively flat for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. For the six months ended June 30, 2026, research and development expenses decreased by $0.5 million, or 29.5%. This decrease was attributable mainly to the strategic deployment of development resources and the capitalization of development costs.
Previous wording
Restructuring and Other Expenses (Income), Net: Restructuring and other expenses consist of restructuring charges and other additional de minimis incidental operating expenses incurred by the business.
Current wording
Restructuring and Other Expenses (Income), Net: Restructuring and other expenses consist of restructuring charges primarily related to manufacturing footprint optimization initiatives and other additional de minimis incidental operating expenses incurred by the business.
Previous wording
$4.0 million in the first quarter of 2025. This unfavorable variance was attributable to currency exchange rate movements of the U.S. dollar to other currencies in which we transact.
Current wording
The change in foreign currency gain (loss) decreased by $3.5 million, or 120.0%, and $9.8 million, or 140.6%, for the three and six months ended June 30, 2026, respectively, compared to the prior-year periods. These unfavorable variances were attributable to currency exchange rate movements of the U.S. dollar to other currencies in which we transact.
Previous wording
Net cash provided by operating activities decreased $6.3 million in the first quarter of 2026, compared to the corresponding period in 2025, mainly due to a $2.0 million increase in net loss, a $2.4 million increase from changes in operating assets and liabilities and a $1.9 million increase in non-cash items.
Current wording
Net cash provided by operating activities increased by $32.7 million in the first six months of 2026, compared to the corresponding period in 2025, mainly due to a $39.2 million increase from changes in operating assets and liabilities, a $10.3 million increase in non-cash items and a $16.8 million increase in net loss.
Previous wording
The unfavorable variance in non-cash expenses was driven by changes in restructuring and other expenses and provision for inventory write-down offset by favorable changes in deferred tax expenses.
Current wording
The favorable variance in non-cash expenses was driven by the recognition of share-based compensation expenses upon completion of the IPO, which was offset by favorable changes in deferred tax expenses, paid-in-kind interest, restructuring and other expenses, and a provision for inventory write-down.
Previous wording
The decrease in cash resulting from the changes in assets and liabilities was primarily due to an increase in account receivables and other receivables and prepaid and other current assets offset by increase in contract liabilities and accounts payable and accounts payable—related party.
Current wording
The increase in cash resulting from the changes in assets and liabilities was primarily driven by increases in accounts payable and accrued expenses. The increase in accounts payable and accounts payable - related party was primarily due to timing of vendor payments in prior periods as 2025 had significant outflows to satisfy outstanding payable obligations. The increase in accrued expenses is driven by timing of incurred expenses in each of the relative periods.
Previous wording
Net cash used in investing activities increased by $1.1 million in the first quarter of 2026, compared to the corresponding period in 2025, primarily due to $0.8 million of Drillform acquisition working capital remeasurement period adjustments in the first quarter of 2026.
Current wording
Net cash used in investing activities increased by $2.8 million in the first six months of 2026, compared to the corresponding period in 2025. The increase in net cash used in investing activities was principally the result of a $4.8 million increase in development costs, offset by a $2.8 million decrease in purchases of property, plant and equipment and $0.8 million of Deep Blue acquisition working capital remeasurement period adjustments in the first six months of 2026.
Previous wording
Adjusted EBITDA and Adjusted EBITDA Margin. We use Adjusted EBITDA and Adjusted EBITDA Margin (each, a non-GAAP measure) as one of the indicators to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and certain non-recurring items. We define Adjusted EBITDA as net income before interest expense, net, income tax expense, depreciation and amortization, IPO listing related cost and other non-recurring items. Management does not consider these non-recurring items to be indicative of our ongoing operating performance measure, and such items include, but are not limited to, restructuring and other operating expenses and foreign exchange currency (gain) loss. We track Adjusted EBITDA on an absolute dollar basis and as a percentage of revenue, which we refer to as Adjusted EBITDA Margin. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA is a supplemental measurement tool used by analysts and investors to evaluate overall operating performance, ability to pursue and service possible debt opportunities and possible future investment opportunities. In addition, we believe that Adjusted EBITDA Margin is a supplemental measurement tool used by analysts and investors to evaluate profitability of sales. Adjusted EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for net income, as measured in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The items excluded from Adjusted EBITDA and Adjusted EBITDA Margin, but included in the calculation of reported net income, are significant components of the consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance.
Current wording
We use Adjusted EBITDA and Adjusted EBITDA Margin (each, a non-GAAP measure) as one of the indicators to evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and certain non-recurring items. We define Adjusted EBITDA as net income before interest expense, net, income tax expense, depreciation and amortization, IPO listing related cost and other non-recurring items. Management does not consider these non-recurring items to be indicative of our ongoing operating performance measure, and such items include, but are not limited to, restructuring and other operating expenses and foreign exchange currency (gain) loss. We track Adjusted EBITDA on an absolute dollar basis and as a percentage of revenue, which we refer to as Adjusted EBITDA Margin. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA is a supplemental measurement tool used by analysts and investors to evaluate overall operating performance, ability to pursue and service possible debt opportunities and possible future investment opportunities. In addition, we believe that Adjusted EBITDA Margin is a supplemental measurement tool used by analysts and investors to evaluate profitability of sales. Adjusted EBITDA does not represent funds available for our discretionary use and is not intended to represent or to be used as a substitute for net income, as measured in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The items excluded from Adjusted EBITDA and Adjusted EBITDA Margin, but included in the calculation of reported net income, are significant components of the consolidated statements of income and must be considered in performing a comprehensive assessment of overall financial performance.
Previous wording
The following table reconciles net income to Adjusted EBITDA (in thousands):
Current wording
The following table reconciles net income to Adjusted EBITDA and Adjusted EBITDA Margin:
Previous wording
Free Cash Flow. We use Free Cash Flow (a non-GAAP measure) to evaluate our liquidity to provide flexibility and optionality to achieve our broader capital allocation strategy. We define Free Cash Flow as cash flow from operations minus purchases of property and equipment and development costs. Management believes that Free Cash Flow is a meaningful indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases of property and equipment that can be used for investment in our business and for acquisitions as well as to strengthen our balance sheet. Free Cash Flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by (used in) operating activities. Free Cash Flow does not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.
Current wording
Free Cash Flow. We use Free Cash Flow (a non-GAAP measure) to evaluate our liquidity to provide flexibility and optionality to achieve our broader capital allocation strategy. We define Free Cash Flow as cash flow from operations minus purchases of property and equipment and development costs and excluding the impact of one time non-cash IPO related expenses. Management believes that Free Cash Flow is a meaningful indicator of liquidity that provides information to our management and investors about the amount of cash generated from operations, after purchases of property and equipment that can be used for investment in our business and for acquisitions as well as to strengthen our balance sheet. Free Cash Flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by (used in) operating activities. Free Cash Flow does not reflect our ability to meet future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.
Previous wording
The following table reconciles net cash provided by (used in) operating activities to Free Cash Flow (in thousands):
Current wording
The following table reconciles net cash provided by (used in) operating activities to Free Cash Flow:
Previous wording
Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. Our primary sources of liquidity are our existing cash on hand and cash generated from operations. Depending upon market conditions, we may take any of the following steps, or a combination thereof, to improve our liquidity and financial position by incurring borrowings under our Revolver, issuing additional senior secured bonds in an aggregate principal amount up to $125.0 million or entering into separate bridge financing facilities as permitted by terms of our existing Senior Secured Bonds.
Current wording
Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. Our primary sources of liquidity are our existing cash on hand and cash generated from operations. Depending upon market conditions, we may take any of the following steps, or a combination thereof, to improve our liquidity and financial position by incurring borrowings under our Revolver, issuing additional senior secured bonds in an aggregate principal amount up to $125.0 million or entering into separate bridge financing facilities as permitted by the terms of our existing Senior Secured Bonds.
Previous wording
As of March 31, 2026, we had $101.3 million in cash and cash equivalents and approximately $175 million of total liquidity, including the Revolver and the Credit Line in China (as defined herein). As of March 31, 2026, we have $1.5 million of borrowings under the Credit Line in China due in the next 12 months, and we have no long-term debt maturity until June 2028. In the second quarter of 2026, we repaid the Shareholder Loans (as defined herein) from the net proceeds received from the IPO. See Note 19—“Subsequent Events” in the notes to HMH B.V.’s Condensed Consolidated Financial Statements.
Current wording
As of June 30, 2026, we had $119.7 million in cash and cash equivalents and Revolver capacity of $75 million resulting in approximately $195 million of total liquidity. As of June 30, 2026, we have $1.5 million of borrowings under the Credit Line in China due in the next 12 months, and we have no long-term debt maturity until June 2028.
Previous wording
On or around December 17, 2025, the Company issued $200.0 million aggregate principal amount of its senior secured bonds (ISIN code NO0013700039) (the “Senior Secured Bonds due 2028”), which mature on December 17, 2028. Interest on the bonds accrues at a fixed rate of 7.875% per annum as of March 31, 2026. The Senior Secured Bonds due 2028 are secured by liens on substantially all of the Company’s assets, including the equity of its material subsidiaries, and guarantees, either directly or indirectly, from its material subsidiaries. The security of the Senior Secured Bonds due 2028 is subject to an intercreditor agreement with the facility agent under the Revolver. Subject to compliance with certain conditions, the Company is permitted to issue additional bonds under the agreement governing the Senior Secured Bonds due 2028 in an aggregate principal amount up to $125.0 million, and the Company is also permitted to enter into certain bridge financing facilities. The Company intends to list the Senior Secured Bonds due 2028 on the Euronext ABM during the first half of 2026.
Current wording
On or around December 17, 2025, the Company issued $200.0 million aggregate principal amount of its senior secured bonds (ISIN code NO0013700039) (the “Senior Secured Bonds due 2028”), which mature on December 17, 2028. Interest on the bonds accrues at a fixed rate of 7.875% per annum as of June 30, 2026. The Senior Secured Bonds due 2028 are secured by liens on substantially all of the Company’s assets, including the equity of its material subsidiaries, and guarantees, either directly or indirectly, from its material subsidiaries. The security of the Senior Secured Bonds due 2028 is subject to an intercreditor agreement with the facility agent under the Revolver. Subject to compliance with certain conditions, the Company is permitted to issue additional bonds under the agreement governing the Senior Secured Bonds due 2028 in an aggregate principal amount up to $125.0 million, and the Company is also permitted to enter into certain bridge financing facilities. The Senior Secured Bonds due 2028 were listed on the Euronext ABM in the second quarter of 2026.
Previous wording
On October 1, 2021, the Company entered into a loan agreement with related parties, Baker Hughes Holdings LLC and Akastor AS (as amended, the “Shareholder Loan Agreement”), to finance its operating and finance activities. Baker Hughes Holdings LLC provided an $80.0 million term loan under the Shareholder Loan Agreement (the “Baker Hughes Shareholder Loan”), and Akastor AS provided a $20.0 million term loan under the Shareholder Loan Agreement (together with the Baker Hughes Shareholder Loan, the “Shareholder Loans”). The Shareholder Loans mature on the earliest to occur of December 18, 2028 or a liquidation event (as defined in the Shareholder Loan Agreement) such as the consummation of the IPO. In connection with the closing of the IPO, the Company repaid the Shareholder Loans from the net proceeds received from the IPO. For more information, see Note 19—“Subsequent Events” in the notes to HMH B.V.’s Condensed Consolidated Financial Statements.
Current wording
On October 1, 2021, the Company entered into a loan agreement with related parties, Baker Hughes Holdings LLC and Akastor AS (as amended, the “Shareholder Loan Agreement”), to finance its operating and financing activities. Baker Hughes Holdings LLC provided an $80.0 million term loan under the Shareholder Loan Agreement (the “Baker Hughes Shareholder Loan”), and Akastor AS provided a $20.0 million term loan under the Shareholder Loan Agreement (together with the Baker Hughes Shareholder Loan, the “Shareholder Loans”). The Shareholder Loans mature on the earliest to occur of December 18, 2028 or a liquidation event (as defined in the Shareholder Loan Agreement) such as the consummation of the IPO. In connection with the closing of the IPO in April 2026, the Company repaid the Shareholder Loans from the net proceeds received from the IPO.
Previous wording
On December 18, 2025, we the Company, DNB Bank ASA, as agent, certain financial institutions party thereto as lenders (the “Revolver Lenders”) and DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, branch in Norway, as mandated lead arrangers and bookrunners, entered into a senior facility agreement (the “Revolver”) pursuant to which the Revolver Lenders provide revolving credit financing to the Company in an aggregate principal amount of up to $75.0 million. The scheduled maturity date of the Revolver is June 17, 2028.
Current wording
On December 18, 2025, the Company, DNB Bank ASA, as agent, certain financial institutions party thereto as lenders (the “Revolver Lenders”) and DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, branch in Norway, as mandated lead arrangers and bookrunners, entered into a senior facility agreement (the “Revolver”) pursuant to which the Revolver Lenders provide revolving credit financing to the Company in an aggregate principal amount of up to $75.0 million. The scheduled maturity date of the Revolver is June 17, 2028.
Previous wording
On March 27, 2025, the Company extended its credit line agreement (the “Credit Line in China”) with Bank of China Shanghai Pudong branch (the “Credit Line in China Lender”) pursuant to which the Credit Line in China Lender provided a credit line in an aggregate principal amount of up to Chinese renminbi (RMB) 10.0 million (USD: $1.43 million based on the exchange rate as of March 31, 2026). The extension was effective through March 26, 2026. Borrowings under the Credit Line in China bear interest at the compounded reference rate, which was the applicable China Loan Prime Rate minus margin 0.4% as of March 31, 2026. Interest is paid quarterly in the last month of each quarter. There is no quarterly commitment fee or guarantee requirement based on the Company’s financial status. The borrowing length for each withdrawal is one year. The Credit Line in China was available to use for the Company’s daily operations and could not be used to purchase real estate, re-lend to other companies or make investments.
Current wording
On March 27, 2025, the Company extended its credit line agreement (the “Credit Line in China”) with Bank of China Shanghai Pudong branch (the “Credit Line in China Lender”) pursuant to which the Credit Line in China Lender provided a credit line in an aggregate principal amount of up to Chinese renminbi (RMB) 10.0 million (USD: $1.47 million based on the exchange rate as of June 30, 2026). The extension period was valid through March 26, 2026, with the Company retaining a one-year period from each respective withdrawal date to remit payment. Borrowings under the Credit Line in China bear interest at the compounded reference rate, which was the applicable China Loan Prime Rate minus margin of 0.4% as of June 30, 2026. Interest is paid quarterly in the last month of each quarter. There is no quarterly commitment fee or guarantee requirement based on the Company’s financial status. The borrowing length for each withdrawal is one year. The Credit Line in China was available to use for the Company’s daily operations and could not be used to purchase real estate, re-lend to other companies or make investments.
Previous wording
See “New Accounting Standards to be Adopted” in Note 1—“Basis of Presentation and Summary of Significant Accounting Policies” in the notes to HMH B.V.’s Condensed Consolidated Financial Statements.
Current wording
See “New Accounting Standards to be Adopted” in Note 1—“Basis of Presentation and Summary of Significant Accounting Policies” in the notes to the Condensed Consolidated Financial Statements.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report — wording carried from elsewhere
Energy Agency estimates that oil and gas will nonetheless comprise 45% of global energy supply in 2050 and that global energy consumption is expected to increase to 533 exajoules by 2050, a 20% increase from 2023 levels and a 41% increase from 2010 levels.
Current report — wording carried from elsewhere
Adjusted EBITDA and Adjusted EBITDA Margin.