VME Companies (VME) Registration filing summary

Company overview and business model

• Texas holding-company structure, formed in Feb. 2026; wholly owned operating subsidiaries deliver project-based EPC, modular fabrication, separation technologies and packaged equipment, with no ownership retained after delivery.

• EPC & Modular Solutions has completed 2,000+ projects and supplied modules to 60+ FPSOs; modular units typically account for 80%–90% of sales. Separation Technologies typically contributes 10%–20%.

• Batam fabrication footprint includes two sites totaling over 2 million sq. ft., capacity for up to ~15 large topside modules annually and access to a flexible pool of 6,500+ skilled workers.

• Strategy prioritizes selective bids, risk-adjusted returns and disciplined execution; planned work includes stronger project governance, in-house engineering, supply-chain oversight and resource planning.

Financial performance and metrics

• FY2025 revenue was $52.1M vs. $188.8M in FY2024; gross profit was $32.9M vs. a $13.2M gross loss, and net income was $12.5M vs. a $44.5M net loss.

• H1 2026 revenue was $25.0M vs. $40.3M H1 2025; gross profit was $6.2M vs. a $1.3M gross loss, while net loss narrowed to $0.6M from $5.6M.

• Backlog was $127.1M at June 30, 2026, vs. $12.7M at June 30, 2025; management cautions backlog may not convert to revenue or expected profit.

• At June 30, 2026, cash was $4.7M, working-capital deficit $43.7M and stockholders’ deficit $6.7M; ~$8.0M of notes and loans plus accrued interest was due within 12 months.

• Auditors cited substantial doubt about going concern; near-term capital needs through June 30, 2027 were estimated at at least $41.1M, against uncommitted financing plans.

Use of proceeds and capital allocation

• At the assumed $4.50 IPO price, gross proceeds are estimated at $18.0M and net proceeds at ~$17M; allocation: ~$12M for project execution and working capital, ~$3M for debt repayment and ~$2M for engineering, systems, personnel and general purposes.

• The ~$12M allocation includes ~$720,000 for structuring costs tied to a proposed fabrication-yard sale-leaseback; the preferred outcome is to complete the IPO and retain the yard, while negotiations remain ongoing.

• Management retains broad discretion over proceeds; no regular cash dividends are anticipated for the foreseeable future as funds are intended to support expansion and financial position.