Core Points - VitalHub Corp. has filed a prospectus supplement for a public offering of 5,118,111 common shares at a price of $12.70 per share, aiming for gross proceeds of approximately $65 million, with an additional 767,717 shares available through an over-allotment option for about $9.75 million [1][2][3] Group 1 - The offering is expected to close on or about August 20, 2025, pending regulatory approval from the Toronto Stock Exchange [2] - The common shares will be sold in Canada and may also be offered in the United States under private placement exemptions [3] - The prospectus and its amendments are accessible through SEDAR+, and interested investors can obtain copies from Cormark Securities Inc. [4] Group 2 - VitalHub is a leading software company focused on health and human services, serving over 1,300 clients globally with a product suite that includes electronic health records and operational intelligence [7] - The company has a growth strategy that includes both organic opportunities and an aggressive M&A plan, with a workforce of over 600 employees [7]

Core Insights - VitalHub Corp. reported a significant increase in Annual Recurring Revenue (ARR), which rose by 55% year-over-year to $79.6 million [1][10] - Total revenue for the second quarter of 2025 increased by 47% year-over-year to $23.9 million [1][8] - Adjusted EBITDA also saw a substantial rise, up 50% year-over-year to $6.3 million [1][8] Financial Performance - For the three months ended June 30, 2025, revenue was $23,857,548, compared to $16,237,605 in the same period last year, marking a 47% increase [7][8] - For the six months ended June 30, 2025, total revenue reached $45,532,514, up 45% from $31,494,396 in the prior year [7][8] - Gross profit as a percentage of revenue remained stable at 81% for both Q2 2025 and Q2 2024 [8][9] Growth Drivers - The ARR growth of $28,305,511 or 55% from $51,283,570 at June 30, 2024, was driven by organic growth of $7,329,129 (14%) and acquisition growth of $18,470,000 (36%) [8][10] - The company closed significant acquisitions, including Novari Health and Induction, which are expected to enhance its product offerings in electronic referral and patient engagement solutions [3][8] Cash Position - As of June 30, 2025, VitalHub had a cash balance of $94,008,665, an increase from $56,574,904 at the end of 2024 [10][11] - The company arranged a $15 million loan for acquisition financing, which was fully repaid after the quarter-end [8][10] Strategic Outlook - VitalHub aims to continue its international expansion, supported by a robust cash position and a strong ARR [3][11] - The company is focused on integrating its recent acquisitions to build a consolidated financial profile [3][11]

[Valhi Inc. Q2 2025 Earnings Release](index=1&type=section&id=Valhi%20Inc.%20Q2%202025%20Earnings%20Release) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Net income declined significantly in Q2 and H1 2025, driven by the Chemicals Segment's weaker performance | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Income (Valhi Stockholders) | $0.9M | $19.9M | $17.8M | $27.7M | | Diluted EPS | $0.03 | $0.70 | $0.62 | $0.97 | - The decrease in net income was primarily due to lower operating results from the **Chemicals Segment**, partially offset by improved results from the Real Estate and Component Products Segments[1](index=1&type=chunk) - Effective July 16, 2024, the Chemicals Segment acquired the remaining 50% interest in Louisiana Pigment Company, L.P. (LPC), making it a **wholly-owned subsidiary**[1](index=1&type=chunk) [Segment Performance](index=1&type=section&id=Segment%20Performance) Segment performance was mixed, with Chemicals declining while Component Products and Real Estate showed growth [Chemicals Segment](index=1&type=section&id=Chemicals%20Segment) The Chemicals Segment's operating income dropped sharply due to lower production rates and unfavorable costs | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $494.4M | $500.5M | $984.2M | $979.3M | | Operating Income | $10.3M | $40.5M | $51.5M | $63.3M | - Q2 sales decreased due to **1% lower average TiO2 selling prices** and reduced export sales volumes, partially offset by higher North American volumes[2](index=2&type=chunk) - Operating income declined due to approximately **$20 million in unabsorbed fixed production costs** in Q2 2025 from reduced operating rates, with capacity utilization at **81%** versus 99% in Q2 2024[3](index=3&type=chunk)[5](index=5&type=chunk) [Component Products Segment](index=3&type=section&id=Component%20Products%20Segment) The Component Products Segment achieved strong sales and income growth from government and marine markets | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $40.3M | $35.9M | $80.6M | $73.9M | | Operating Income | $6.3M | $5.1M | $12.2M | $8.8M | - The increase in sales and operating income was driven by **higher security products sales** to the government security market and increased marine components sales[6](index=6&type=chunk) [Real Estate Management and Development Segment](index=3&type=section&id=Real%20Estate%20Management%20and%20Development%20Segment) The Real Estate Segment's operating income surged from a one-time reimbursement despite lower land sales | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $5.7M | $23.3M | $14.2M | $37.1M | | Operating Income | $18.9M | $9.2M | $21.9M | $14.2M | - The decrease in land sales revenue was caused by a **reduced pace of development activity**, primarily due to delays in obtaining city permits and environmental approvals[7](index=7&type=chunk) - Operating income was significantly boosted by the recognition of **$17.2 million in tax increment infrastructure reimbursements** during Q2 2025[7](index=7&type=chunk) [Corporate Items and Other Financials](index=3&type=section&id=Corporate%20Items%20and%20Other%20Financials) Corporate expenses fell, while lower interest income and higher interest expense impacted net results - Corporate expenses were **11% lower in Q2 2025** and 5% lower YTD, primarily due to reduced litigation fees and related costs[8](index=8&type=chunk) - Interest income fell by **$1.8 million in Q2** and $3.2 million YTD, attributed to lower average interest rates and decreased cash balances[8](index=8&type=chunk) - Interest expense rose by **$1.9 million in Q2** and $3.8 million YTD, mainly due to higher overall debt levels and increased average interest rates[8](index=8&type=chunk) [Risk Factors and Forward-Looking Statements](index=3&type=section&id=Risk%20Factors%20and%20Forward-Looking%20Statements) The company highlights substantial risks and uncertainties that could affect future performance and results - The report contains forward-looking statements that involve **substantial risks and uncertainties** which could cause actual results to differ materially[9](index=9&type=chunk)[12](index=12&type=chunk) - Key risks include future supply and demand, raw material costs, global economic conditions, operational interruptions, currency fluctuations, and government regulations[10](index=10&type=chunk)[11](index=11&type=chunk)[14](index=14&type=chunk) [Consolidated Financial Statements](index=8&type=section&id=Consolidated%20Financial%20Statements) Consolidated statements show declines in net sales, operating income, and net income for Q2 2025 | (In millions, except EPS) | Three months ended June 30, 2025 | Three months ended June 30, 2024 | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total net sales** | **$540.4** | **$559.7** | **$1,079.0** | **$1,090.3** | | **Total operating income** | **$35.5** | **$54.8** | **$85.6** | **$86.3** | | Income before income taxes | $15.5 | $37.6 | $46.3 | $55.6 | | Net income | $7.5 | $29.7 | $30.3 | $43.3 | | **Net income attributable to Valhi stockholders** | **$0.9** | **$19.9** | **$17.8** | **$27.7** | | **Basic and diluted net income per share** | **$0.03** | **$0.70** | **$0.62** | **$0.97** | [Supplemental Data](index=9&type=section&id=Supplemental%20Data) Supplemental data details the drivers of the net sales change for the Chemicals Segment | Percentage change in TiO2 net sales (2025 vs. 2024) | Three months ended June 30, | Six months ended June 30, | | :--- | :--- | :--- | | TiO2 sales volumes | (1)% | 2% | | TiO2 product pricing | (1)% | —% | | TiO2 product mix/other | (1)% | (1)% | | Changes in currency exchange rates | 2% | —% | | **Total** | **(1)%** | **1%** |

Part I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's unaudited financial statements show a significant decrease in net income and a substantial increase in cash used for operations [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to $2.76 billion, driven by a reduction in cash, while total equity increased to $1.43 billion Condensed Consolidated Balance Sheet Highlights (In millions) | Balance Sheet Item | Dec 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | **Total Current Assets** | $1,453.7 | $1,367.4 | | **Total Assets** | $2,800.2 | $2,762.8 | | **Total Current Liabilities** | $643.8 | $483.1 | | **Total Liabilities** | $1,421.1 | $1,332.8 | | **Total Equity** | $1,379.1 | $1,430.0 | [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Net income attributable to stockholders plummeted to $0.9 million in Q2 2025 from $19.9 million in Q2 2024 due to higher costs Statement of Income Summary (In millions, except per share data) | Metric | Q2 2024 | Q2 2025 | H1 2024 | H1 2025 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $559.7 | $540.4 | $1,090.3 | $1,079.0 | | Income Before Income Taxes | $37.6 | $15.5 | $55.6 | $46.3 | | Net Income | $29.7 | $7.5 | $43.3 | $30.3 | | Net Income Attributable to Valhi | $19.9 | $0.9 | $27.7 | $17.8 | | Basic and Diluted EPS | $0.70 | $0.03 | $0.97 | $0.62 | [Condensed Consolidated Statements of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Comprehensive income attributable to stockholders decreased in Q2 2025 but increased for the six-month period due to favorable currency effects Comprehensive Income Attributable to Valhi Stockholders (In millions) | Period | 2024 | 2025 | | :--- | :--- | :--- | | Three months ended June 30 | $21.5 | $10.8 | | Six months ended June 30 | $16.2 | $39.5 | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Total equity grew to $1.43 billion, driven by net income and other comprehensive income, despite cash dividend payments - For the six months ended June 30, 2025, the company paid cash dividends of **$0.16 per share**, totaling **$4.5 million**[21](index=21&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased substantially to $134.2 million, primarily due to an environmental settlement payment Cash Flow Summary - Six Months Ended June 30 (In millions) | Cash Flow Activity | 2024 | 2025 | | :--- | :--- | :--- | | Net cash used in operating activities | $(15.3) | $(134.2) | | Net cash provided by (used in) investing activities | $34.0 | $(24.7) | | Net cash used in financing activities | $(53.2) | $(0.7) | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail segment performance, a significant environmental settlement payment, and the acquisition of the remaining interest in LPC - The company operates through three main business segments: **Chemicals** (81% control of Kronos), **Component Products** (87% control of CompX), and **Real Estate Management and Development** (63%-77% control of BMI and LandWell)[29](index=29&type=chunk) Segment Operating Income (In millions) | Segment | Q2 2024 | Q2 2025 | H1 2024 | H1 2025 | | :--- | :--- | :--- | :--- | :--- | | Chemicals | $40.5 | $10.3 | $63.3 | $51.5 | | Component Products | $5.1 | $6.3 | $8.8 | $12.2 | | Real Estate Management | $9.2 | $18.9 | $14.2 | $21.9 | - In Q1 2025, subsidiary NL Industries paid **$56.1 million** plus interest to settle all federal and state law claims related to the Raritan Bay Slag Superfund Site[77](index=77&type=chunk)[78](index=78&type=chunk) - Effective July 16, 2024, Kronos acquired the remaining 50% joint venture interest in Louisiana Pigment Company, L.P. (LPC), making it a **wholly-owned subsidiary**[90](index=90&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net income declined due to weakness in the Chemicals segment, though liquidity remains sufficient despite a large settlement payment [Results of Operations](index=36&type=section&id=Results%20of%20Operations) The Chemicals segment's income dropped significantly, while the Component Products and Real Estate segments showed strong growth - The decrease in net income for Q2 2025 was primarily driven by **lower operating income from the Chemicals Segment** ($10.3M in 2025 vs $40.5M in 2024) and partially offset by **higher operating income from the Real Estate Segment** ($18.9M in 2025 vs $9.2M in 2024)[110](index=110&type=chunk) - The Chemicals Segment's production capacity utilization rate **fell to 81%** in Q2 2025 from 99% in Q2 2024, leading to approximately **$20 million in unabsorbed fixed production costs**[120](index=120&type=chunk)[126](index=126&type=chunk) - The Real Estate segment recognized **$17.2 million in income** from tax increment infrastructure reimbursement in Q2 2025, significantly boosting its operating income[165](index=165&type=chunk) [Liquidity and Capital Resources](index=59&type=section&id=Liquidity%20and%20Capital%20Resources) Operating cash flow was negative due to a settlement payment, but liquidity was enhanced by an upsized credit facility - Cash used in operating activities **increased by $118.9 million** in H1 2025 compared to H1 2024, primarily due to a **$56.6 million payment** for an environmental remediation settlement[181](index=181&type=chunk)[184](index=184&type=chunk) - In July 2025, Kronos amended its Global Revolver, **increasing the maximum borrowing amount from $300 million to $350 million** to provide additional liquidity and support near-term debt maturities[192](index=192&type=chunk)[199](index=199&type=chunk) - The company projects aggregate capital expenditures for 2025 to be approximately **$48 million**, with **$45 million allocated to the Chemicals Segment**[202](index=202&type=chunk)[206](index=206&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material changes in its exposure to market risks since its 2024 Annual Report - There have been **no material changes** in market risks since the company filed its 2024 Annual Report[219](index=219&type=chunk) [Item 4. Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's disclosure controls and internal controls over financial reporting were deemed effective with no material changes - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[222](index=222&type=chunk)[223](index=223&type=chunk) - **No changes occurred** in the company's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal controls[226](index=226&type=chunk) Part II. OTHER INFORMATION [Item 1. Legal Proceedings](index=73&type=section&id=Item%201.%20Legal%20Proceedings) The company notes the dismissal of the *Philip Palmeri v. NL Industries, Inc.* case in May 2025 - The case of *Philip Palmeri v. NL Industries, Inc.* was **dismissed in May 2025**[229](index=229&type=chunk) [Item 1A. Risk Factors](index=73&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors disclosed in its 2024 Annual Report - The company refers to its 2024 Annual Report for a discussion of risk factors, indicating **no material changes**[230](index=230&type=chunk) [Item 6. Exhibits](index=74&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including an amendment to a credit agreement and officer certifications - A key exhibit filed is the **Fourth Amendment to the Credit Agreement** for Kronos Worldwide, Inc., dated July 17, 2025[235](index=235&type=chunk)

Core Insights - Valhi, Inc. reported a significant decline in net income attributable to stockholders, with $0.9 million or $0.03 per share in Q2 2025, down from $19.9 million or $0.70 per share in Q2 2024. For the first half of 2025, net income was $17.8 million or $0.62 per share, compared to $27.7 million or $0.97 per share in the same period of 2024 [1][12]. Chemicals Segment - The Chemicals Segment's net sales were $494.4 million in Q2 2025, a decrease of $6.1 million or 1% compared to Q2 2024. For the first six months of 2025, net sales increased to $984.2 million, up $4.9 million or 1% from the same period in 2024 [2]. - The decline in Q2 2025 net sales was primarily due to lower average TiO2 selling prices, changes in product mix, and lower sales volumes in export markets, partially offset by higher sales volumes in North America [2][3]. - Operating income for the Chemicals Segment fell to $10.3 million in Q2 2025 from $40.5 million in Q2 2024. For the first half of 2025, operating income was $51.5 million, down from $63.3 million in the same period of 2024 [3][4]. - The Chemicals Segment faced unfavorable fixed cost absorption due to reduced operating rates, higher inventory costs, and currency fluctuations, with unabsorbed fixed production costs of approximately $20 million in Q2 2025 [3][4]. Component Products Segment - The Component Products Segment reported net sales of $40.3 million in Q2 2025, an increase from $35.9 million in Q2 2024. For the first six months of 2025, net sales rose to $80.6 million from $73.9 million in the same period of 2024 [5]. - Operating income for this segment increased to $6.3 million in Q2 2025 from $5.1 million in Q2 2024, and for the first half of 2025, it rose to $12.2 million from $8.8 million in the same period of 2024 [5]. Real Estate Management and Development Segment - The Real Estate Management and Development Segment's net sales were $5.7 million in Q2 2025, down from $23.3 million in Q2 2024. For the first six months of 2025, net sales decreased to $14.2 million from $37.1 million in the same period of 2024 [6]. - The decline in land sales revenue was attributed to a slower pace of development activities due to delays in obtaining necessary permits and approvals [6]. Corporate Expenses and Financials - Corporate expenses decreased by 11% in Q2 2025 compared to the same period in 2024, primarily due to lower litigation and environmental remediation costs. For the first half of 2025, corporate expenses were 5% lower than in the same period of 2024 [7]. - Interest income and other decreased by $1.8 million in Q2 2025 and $3.2 million in the first half of 2025, mainly due to lower average interest rates and decreased cash balances. Interest expense increased by $1.9 million in Q2 2025 and $3.8 million in the first half of 2025 due to higher debt levels [7].

Core Viewpoint - VitalHub Corp. is set to release its financial results for Q2 2025 on August 7, 2025, with a conference call scheduled for August 8, 2025, hosted by CEO Dan Matlow and CFO Brian Goffenberg [1] Company Overview - VitalHub is a leading software company focused on empowering health and human services providers globally [2] - The company's product suite includes electronic health records, operational intelligence, and workforce automation solutions, serving over 1,000 clients across the UK, Canada, and other regions [2] - VitalHub employs over 500 individuals globally and has a dedicated Innovations Lab located in Sri Lanka [2] - The company has a two-pronged growth strategy that includes targeting organic growth opportunities within its product suite and pursuing an aggressive mergers and acquisitions (M&A) plan [2]

Core Viewpoint - Valhi, Inc. is set to announce its second quarter 2025 earnings on August 7, 2025, after market close, pending the completion of quarter-end closing procedures [1] Company Overview - Valhi, Inc. operates in multiple industries, including chemicals (specifically TiO2), component products (such as security products and recreational marine components), and real estate management and development [1] Investor Relations - The contact for investor relations is Bryan A. Hanley, who serves as the Senior Vice President and Treasurer, and can be reached at 972-233-1700 [1]

Core Viewpoint - VitalHub Corp. has acquired Novari Health Inc., a Canadian healthcare software provider, for a total consideration of $43.6 million, enhancing its position in the patient flow solutions market [1][2]. Transaction Details - The acquisition cost includes an upfront payment of $35.8 million in cash and 733,726 common shares of VitalHub, with a potential performance-based earnout of up to $5.0 million over two years [2]. Overview of Novari - Novari, based in Kingston, Ontario, has over 20 years of experience in healthcare software, focusing on patient access through integrated solutions for referral management, surgical wait list management, and care coordination [3][9]. - As of June 30, 2025, Novari reported an Annual Recurring Revenue of approximately $12.0 million and was nearing Adjusted EBITDA breakeven prior to the acquisition [4]. Strategic Opportunity - The referral management market is a significant investment area for governments due to rising wait times and administrative challenges, positioning the acquisition as a strategic move for VitalHub [5]. - The combination of Novari's solutions with VitalHub's existing platforms is expected to strengthen its market position in Canada and facilitate global expansion, particularly in the UK [6]. Company Background - VitalHub is a leading software company focused on empowering health and human services providers, with a product suite that includes electronic health records and operational intelligence, serving over 1,000 clients globally [10][11].

Core Points - Vitalhub Corp. held its annual general meeting on June 27, 2025, where all director nominees were elected and MNP LLP was appointed as auditors [1][3] Voting Results - Total shares voted were 33,721,314, representing 60.45% of the total shares issued and outstanding, which is 55,784,972 [1] - Election of Directors: - Barry Tissenbaum received 27,796,480 votes (83.01%) - Roger Dent received 22,227,480 votes (66.38%) - Stephen Garrington received 33,334,105 votes (99.55%) - Dan Matlow received 33,209,025 votes (99.18%) - Francis Shen received 24,660,909 votes (73.65%) - Tony Shen received 27,960,184 votes (83.50%) [2] - Appointment of Auditors: - MNP LLP received 33,564,368 votes (99.53%) for appointment as auditors [4] Company Overview - VitalHub is a leading software company focused on health and human services, offering a product suite that includes electronic health records and operational intelligence [5] - The company serves over 1,000 clients across the UK, Canada, and other regions, and has a growth strategy that includes both organic opportunities and an aggressive M&A plan [5]

Acquisition Overview - VitalHub Corp. has completed the cash acquisition of Induction Healthcare Group PLC through a court-sanctioned scheme of arrangement, valuing Induction at approximately £9.7 million [1][4] - The acquisition price was £0.10 in cash for each Induction share [4] Induction's Business and Financials - Induction provides software solutions that enhance care delivery and patient journeys in hospitals, with key products including Zesty and Attend Anywhere [3][6] - For the six-month period ending September 30, 2024, Induction reported revenues of £5.4 million, a gross margin of 78.2%, and an adjusted EBITDA loss of £0.9 million [4] - Zesty generated revenues of £2.0 million, while Attend Anywhere generated revenues of £3.2 million, with £0.2 million from discontinued operations [4] - As of the acquisition closing date, Zesty had an Annual Recurring Revenue (ARR) of £2.2 million, and Attend Anywhere had virtual care recurring revenue of £4.6 million [4][14] Strategic Rationale - The CEO of VitalHub stated that the Induction product set, particularly the Zesty platform, is highly complementary to VitalHub's existing solutions, aiming to enhance value for healthcare partners and improve patient outcomes [5] - VitalHub's growth strategy includes targeting organic opportunities and pursuing an aggressive M&A plan [5]