WELL Health Technologies Corp. (WELL) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the WELL Health Technologies Corp. First Quarter 2025 Earnings Release Conference Call. [Operator Instructions] This call is being recorded on Wednesday, May 14, 2025. I would now like to turn the conference over to Tyler Baba, Investor Relations Manager. Please go ahead.

Thank you, operator, and welcome, everyone, to WELL Health's fiscal first quarter financial results conference call for the 3 months ended March 31, 2025. Joining me on the call today are Hamed Shahbazi, Chairman and CEO; and Eva Fong, the company's CFO. I trust that everyone has received a copy of our financial results press release that was issued earlier today. Portions of today's call, other than historical performance, include statements of forward-looking information within the meaning of applicable securities laws, including future-oriented financial information and financial outlook information. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are outside of WELL's control that may cause the actual results, performance or achievements of WELL to differ materially from the anticipated results, performance or achievements implied by such forward-looking statements. These factors are further outlined in today's press release and in our management discussion and analysis. We provide forward-looking statements solely for the purpose of providing information about management's current expectations and plans relating to the future. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, assumptions or circumstances on which any such statement is based, except if it is required by law. We may use the terms such as adjusted gross profit, adjusted gross margin, adjusted EBITDA, shareholder EBITDA, adjusted net income and adjusted free cash flow on this conference call, all of which are non-GAAP and non-IFRS measures. For more information on how we define these terms, please refer to the definitions set out in today's press release and in our management's discussion and analysis. The company believes that adjusted EBITDA is a meaningful financial metric as it measures cash generated from operations, which the company can use to fund working capital requirements, service future interest and principal debt repayments and fund future growth initiatives. Adjusted EBITDA should not be construed as an alternative to net income or loss determined in accordance with IFRS. And with that, let me turn the call over to Mr. Hamed Shahbazi, Chairman and CEO.

Thank you, Tyler, and good day, everyone. We appreciate everyone for joining us today as we discuss our Q1 2025 financial results. I'd like to do something a bit different on today's call. Instead of starting with our financials, I'd like to talk a little bit about our overall vision for WELL Health and where we are headed in the next few years and create clarity around markets we will be serving in the future. This diagram shows the current state of the WELL family, which includes all our operating divisions. We've previously provided clarity on the fact that we are in the process of divesting of both Circle Medical and Wisp. And I will speak more later on the call about that. But I'd like to provide some additional clarity on this call that in the next 1 to 2 years, it is now our expectation that we will no longer be operating any care delivery businesses in the United States, inclusive of CRH and provider staffing. While we are very proud of the progress we've made in the United States with these businesses and we've been very fortunate to work with some great teams and leaders and build significant value, we believe the time is right to unlock the value of these assets and use the freed-up capital to accelerate the compounding story we have activated in Canada, particularly in our WELL Clinics enterprise. We also believe that this will further streamline and simplify not only our own overall operation, but also simplify our investor story. We will still be very much involved in providing or selling software and data protection services to the U.S. market through subsidiaries such as CYBERWELL, HEALWELL and of course, the business Orion Health has in the United States and likely WELLSTAR in the future. But we believe that it is the right decision for us to consolidate our care delivery business into Canada, where we are seeing better returns on capital than the U.S. with less risk. We also want to build on our leadership position as the largest owned and operated clinic network in Canada, the largest physician network in Canada and the most distributed technology platform supporting health care providers in Canada with WELLSTAR touching well north of 40% of all health care providers in the country. Simply put, we have tremendous network effects in Canada that we do not enjoy in the United States. As far as timing of these events, I want to be clear that we will not be in a rush to do this. And this applies particularly to CRH as it is a significant source of revenue and free cash flow for the company. But when we find the right opportunity, we will engage in a strategic transaction that allows us to redirect significant amounts of capital back into Canada to grow our network. Now let's zoom in on what the WELL family will look like in the future once the U.S. assets are divested of and our key areas of focus. We'll have 4 areas, which are growth engines of the company. These are: one, our Canadian clinics network, which provides tech-enabled health care, delivery and is the largest pan-Canadian health care provider in the country, spanning multiple disciplines and specialties. We have 100% ownership of the WELL clinics business. The second, WELLSTAR, which is focused on providing technology solutions to health care providers. Our ownership of WELLSTAR is approximately at 85%. Third, HEALWELL, which is focused on AI and data science for health systems around the globe. Our current ownership of HEALWELL is approximately 30% economic ownership on a fully diluted basis and 69% ownership of the company's voting stock. And lastly, CYBERWELL, our data protection arm, which provides cybersecurity for critical infrastructure. Our current ownership of CYBERWELL is also in the 85% range. I'm proud to recognize that all 4 of these entities are growth businesses that are self-funded and cash flow positive. Both WELLSTAR and HEALWELL will continue to work very closely with WELL and our clinical footprint in Canada, but they will also operate as independent companies that will have their own shareholders, capital allocation strategies, fundraising plans and acquisition opportunities. For example, just last December, WELLSTAR recently raised $50 million in equity from marquee investors to power its pre-IPO growth plan. And HEALWELL also raised $100 million, which was comprised of $50 million in equity and $50 million in debt to support its acquisition of Orion Health. These companies have access to capital and can activate this without causing a drain on WELL's resources. Our goal is to achieve over $1 billion in enterprise value for each of WELLSTAR and HEALWELL in the next 2 to 3 years. Shareholders of the parent company, WELL Health, will benefit from the consolidated financial statements and enterprise value created. We also note to investors that any capital raised by WELLSTAR and HEALWELL will not be dilutive to WELL shareholders. This structure is very capital efficient for WELL shareholders who benefit from WELL's ownership in these entities. The emphasis is to drive returns and value to shareholders over the medium- to long-term. Moving forward, our central goal at WELL and for our capital allocation program will be the Canadian clinics network, which will continue to grow organically and inorganically to broaden scale, activate new levels of network effects as we look and feel a lot more like a pure play in this area in the next 1 to 2 years. To state the obvious, we are very bullish on Canada, not only due to our own strengths, but we also see significant tailwinds emerging in the Canadian market and we don't want distractions to deal with our important role in this market. With over 220 clinics as the market share leader, we currently own approximately 1% of total clinics in Canada and our goal is to reach 10% market share, which would be equivalent to a larger than $5 billion per annum business just in Canada, as we are now essentially at a $0.5 billion revenue run rate just in Canada. As for our plan moving forward, we intend on focusing on our growing market leadership in Canada with a laser-like focus on improving cash flow. We will grow cash flow. And if we feel our stock is undervalued, we will buy it with impunity and force a smaller denominator in the cash flow per share equation, driving improved shareholder value, which we believe will force investors to take notice over time. If we believe our value is properly reflected, we will eventually create distributions that allow shareholders to share in the value of their business, all the while we will continue to create a business that drives immense positive societal value by creating more accessibility to care and supporting care providers such that they can deliver the best health outcomes possible. With continued cash flow compounding, we can achieve superior returns for our shareholders. As such, I'm pleased to announce that we intend on resuming our stock buyback program shortly after reporting this quarter's results. Now this slide speaks to some of our key quarterly financial highlights for Q1 2025. WELL achieved record quarterly revenues of $294.1 million in Q1, an increase of 32% year-over-year, which was driven by organic growth and acquisitions. Excluding the impact of the Circle Medical deferred revenue, quarterly revenue would have been $300.7 million, exceeding a $1.2 billion revenue run rate. WELL achieved adjusted EBITDA of $27.6 million in Q1, an increase of 36% as compared to the restated Circle Medical adjusted EBITDA of Q1 2024. Adjusted EBITDA was negatively impacted by a net of $6.5 million of deferred revenue adjustment from Circle Medical. Excluding the impact of the Circle Medical deferred revenue, quarterly adjusted EBITDA would have been $34.1 million. Our Canadian business continues its strong momentum with 32% year-over-year revenue growth to $120.6 million and 13.4% year-over-year organic growth. Our adjusted EBITDA in Canada grew 29% year-over-year to $18.7 million for the quarter. I'll now share with you some of the operational highlights for Q1 2025. As of the end of Q1 2025, WELL had over 4,300 providers and clinicians delivering care across our entire network of physical and virtual clinics. Of that number, I'm proud to announce that we now have over 1,000 physicians in Canada working within the WELL network, which is just over 1% of all physicians practicing in the country. We have a tremendous runway to continue to expand our footprint across Canada. In addition, there are more than 42,000 providers benefiting from our SaaS and technology services, most of which are physicians. We estimate that well over 40% of all physicians in Canada touch our WELLSTAR technology platform in some way. As we enhance our digital offerings and provide leading AI products and services, we believe these figures will continue to rise. And within the short-term, we can see over 50% of all providers in the country coming into contact with WELLSTAR's platform. One can see the increasing importance, relevance and role that WELL is playing in the country's health care ecosystem and we are determined to continue to make a positive impact. Looking at our patient visits. Our revenues are generally underpinned by patient visits. As such, it's very important to track them closely as they are a true measure of the fundamentals of our business. We delivered over 1.6 million patient visits in Q1, a 24% year-over-year increase from the prior year with strong organic growth of 14%. Canadian patient visit metrics continue to demonstrate that it is one of the most prominent growth drivers of the company as visits grew by 30% year-over-year with organic growth of 12%, inclusive of absorptions and same-clinic growth. U.S. patient visits grew by 16% year-over-year with all of it related to organic growth. Total care interactions, which is defined as total patient visits plus technology interactions plus biller provider hours were 2.5 million in Q1, which was a 34% increase compared to last year and represented 27% organic growth. So now that we've covered off the key results, I'd like to cover off a few topics in the rest of the presentation. These won't be a surprise. One, HEALWELL AI; 2, WELLSTAR; 3, Canadian clinics. And then fourth, we'll provide an update on the sales processes. First theme I'd like to talk about is HEALWELL AI. We're very pleased with the progress at HEALWELL AI, a company that we had a central role in conceiving and developing in the past couple of years after we acquired its MCI clinics and formed a pure-play AI software company. We took a major leadership role in recapitalizing and relaunching the company 19 months ago and shaping its fundraising and M&A journey along with the management team. Over the last 19 months, HEALWELL has made 6 acquisitions, including Pentavere, Intrahealth, Verisource, Biopharma and most recently, Orion and of course Mutuo. HEALWELL has raised over $150 million in equity and debt financing during this period of time and WELL's net cash contribution was $5.4 million. This net cash contribution included $8.6 million in cash and promissory notes that we received from the sale of Intrahealth to HEALWELL. This is an outstanding capital allocation story in which we have been able to invest net cash of only $5.4 million to help create a global AI company that is majority controlled by WELL Health. HEALWELL has a -- currently has a market cap of approximately $0.5 billion on a fully diluted basis. HEALWELL is a Canadian capital markets success story and is now the second largest publicly listed health care tech company in Canada as measured by revenue and is second only to WELL Health. We're very excited about the progress made at HEALWELL and its future. HEALWELL's robust client base reflects its ability to deliver unparalleled value to the health care ecosystem. As you can see in this chart, HEALWELL has been a tremendously successful investment for WELL Health and its shareholders. The net amount invested in HEALWELL is $28.9 million based on the net cash invested then in equity value related to the sale of Intrahealth and the face value of the currently outstanding promissory note related to the sale of Intrahealth to HEALWELL. As of yesterday's close, the current market value of our investment is $158.5 million, representing a $129 million gain or value created for WELL shareholders. This investment represents a 450% rate of return and 5.5x MOIC or multiple of invested capital. I'd now like to share some of my thoughts on HEALWELL's recent acquisition of Orion Health. With HEALWELL's recent acquisition of Orion completed on April 1, HEALWELL is building the world's leading company in health care data interoperability and artificial intelligence. HEALWELL's strategic acquisition of Orion Health significantly enhanced its market position, accelerating its path to profitability. Orion was generating approximately $100 million in annualized revenue run rate, mostly from SaaS with strong operating EBITDA margins. The company's solutions are powered by approximately 400 global employees working out of 15 global offices in 11 countries. HEALWELL delivers cutting-edge software solutions to public and private sector customers globally. Its technology is deployed across 70-plus sites globally, supporting health care systems that collectively manage over 150 million patient records. In conjunction with the HEALWELL acquisition of Orion, WELL increased its holdings in HEALWELL to an approximate 30% fully diluted economic interest and an approximate 69% voting interest. As a result, the company will begin to fully consolidate HEALWELL in its financial results starting in Q2 2025 as per IFRS control requirements. HEALWELL is expected to contribute approximately $120 million in revenue and positive adjusted EBITDA to WELL's fiscal 2025 consolidated financial results. Orion Health provides significant strategic benefits to HEALWELL and now WELL, which include: one, financial benefits such as Orion's strong recurring revenues with large enterprise public sector entities with healthy operating margins and high free cash flow conversion. Significant distribution opportunity for HEALWELL AI's offerings as well as WELLSTAR's best-in-class provider-focused tech and significant data science and data interoperability expertise. The 4 public sector clients can use AI in any meaningful manner. Remember, they must get their data in order. They must get it -- their data normalized and organized and achieve interoperability. This is not an easy task and Orion is one of the best in the world at helping public sector health care groups organize their data, often beating out some of the largest companies in the world for these major initiatives. The second theme I'd like to talk about is our strategic spinout of WELLSTAR. Last year, we created WELLSTAR, a WELL subsidiary that we intend to spin out as a publicly listed high-growth, profitable pure-play SaaS health care technology company, which would still be majority owned by WELL. As a reminder, WELLSTAR is a technology platform that powers WELL's clinical ecosystem. WELLSTAR is dedicated to empowering health care providers with innovative solutions that enhance patient care and optimize operational efficiency. WELLSTAR is laser-focused on addressing the diverse needs of health care providers by streamlining care delivery, integrating fragmented health care systems, reducing provider burnout and improving patient experiences and outcomes. We're pleased to report that WELLSTAR had another great quarter, clocking in organic growth of approximately 20% as well as adjusted EBITDA margins of 29% on a 4-wall basis, pulling in a Rule of 49 performance for the quarter. WELLSTAR is currently on a $70 million annual revenue run rate and generates 80% gross margins. WELLSTAR is already one of the most relevant and consequential companies in Canada's health care technology landscape and has firmly established itself as a de facto market leader in technology enabling clinicians across Canada. We've already completed the first step in WELLSTAR's go-public plans, which was to add significant capital to WELLSTAR's balance sheet so it can execute on its acquisition plans. As such, during Q4, as I mentioned earlier, WELLSTAR closed a $50 million equity placement entirely supported by Mawer Investment Management, EdgePoint Wealth Management and PenderFund Capital Management, 3 very reputable firms with a strong track record of investing in Canadian technology companies. WELL and WELLSTAR management also participated in this financing to fund WELLSTAR's pre-spinout growth objectives. WELL did not issue any shares as part of this transaction. We believe WELLSTAR will be a very strong IPO candidate on the TSX main board sometime in late 2025 or early 2026. There are 2 factors that dictate timing of our listing. One is company readiness and the second is market readiness. We've assembled a very strong team led by Amir Javedan as CEO and WELLSTAR has a compelling pipeline of target acquisition opportunities as our plan is to build additional scale by completing additional acquisitions that will position WELLSTAR towards $100 million in annualized revenue run rate before going public. The second factor is market readiness, which we can't predict when that will be, but our plan is to be ready for any market opportunity that may appear in late 2025 or early 2026. As a majority voting shareholder, we fully expect to continue consolidating WELLSTAR's financial results into WELL in accordance with IFRS accounting rules even after WELLSTAR is its own public company and has its own listing. The third theme I will address this morning is the success of our Canadian business. As you can see from these charts, the historical performance of our Canadian clinics business has been exceptionally strong. Canadian clinics achieved revenue of $319 million in 2024. Over the past 4 years, our Canadian clinics business has exceeded 50% compound annual growth. Adjusted EBITDA attributable to our Canadian clinic business has grown at a CAGR of 44% and achieved over $40 million in 2024. Note that we've had a great start to the year and we expect this strong performance to continue in 2025, driven by healthy organic growth and our significant large M&A pipeline. Look, we have a really special capital allocation program at WELL clinics happening and I feel that we have really under-told this story in the past few years. This quarter, we really wanted to change that and provide some more significant data for investors to see how the program is trending. We've been very thoughtful about this and are pleased to share this new data with shareholders that provide some perspective on just how disciplined we have been in building Canada's largest clinical network and how our discipline has evolved, which is in great part encouraging us to be so bullish on the future, even to the extent that we would like to be fully focused on it and exit our successful U.S. care businesses. So bear with me because there's a lot of data on this page, but the key elements are as follows: we've identified a number of cohorts of clinics purchased by time frame. And for each cohort, we provided the original blended multiple of EBITDA associated with our original purchase of these clinics. And then we showed the resulting or improved or implied multiple that we've achieved due to the improvements we've made to the EBITDA over time. So for example, in our 2018 to 2020 cohort, we purchased those clinics on an average multiple to EBITDA of 6.3x and we have improved the EBITDA of those clinics substantially by 73%, which has now reduced our implied multiple to 3.6x. Note that in 2021, we had a higher original multiple. This is mainly because of our acquisition of the MyHealth platform, which carried a double digit multiple of EBITDA. Since then, we've significantly improved the EBITDA of MyHealth and the implied multiple of that large cohort is now closer to 7.1x. As you can see, we've allocated $280.7 million overall in 31 separate transactions where we have acquired $273 million in revenues. Our average deal multiple over time was 9.4x EBITDA, which was pushed up by our largest Canadian acquisition to-date, which was MyHealth. Since then, we've grown the EBITDA of all our acquired assets by 73%, re-rating the implied multiple to 5.4x. Interestingly, if one takes out MyHealth, which was our most expensive acquisition in Canada, the average original multiple that we transacted against for our primary care business was 5.8x EBITDA. But given that we've improved the EBITDA for all these businesses by an average of 121%, the implied multiple after improvements currently is at just 2.9x EBITDA, dramatically improving the return on capital invested. I'll point out a couple of additional observations here. In 2023, our clinic acquisition program was mainly focused on MCI's clinics, which were not profitable at the time. So there was no multiple of EBITDA. As you're likely all aware, we've turned those clinics around and are now operating them profitably based on a 2.2x multiple of EBITDA based on our original purchase price. Another key observation I'd like to share is our 2024 cohort. Note that the original multiples are now coming down and we are continuing to improve those multiples with time. This is a very clear demonstration of the power of our platform. True value creation is when one can repeatedly deliver above-average returns over time and have a substantial TAM by which to execute its strategy against. We believe we've been able to demonstrate steady performance over a significant period of time, where we have methodically delivered great returns while using high cost of capital to execute those plans. Our Canadian clinics business continued its strong growth trajectory in Q1 2025. Patient visits in our Canadian clinics network totaled 933,000 in the first quarter, up 30% from 716,000 in Q1 2024, demonstrating significant increase in patient engagement. The number of billable providers within the network reached 1,833 in Q1, up 11% from 1,654 in Q1 2024, highlighting the growing magnitude of our scale. With patient visits growing faster than the number of billable providers in WELL's Canadian clinic network, we're demonstrating increasing efficiency in our clinics, resulting in an increasing number of patients per billable provider. Simply, WELL providers are seeing more patients, which we believe is demonstrative of the impact that we're having. Our platform allows providers to spend more time seeing patients and do not have to worry about the overhead task or managing the clinic or spending hours on charting patient records. Now looking at our Canadian business, including Canadian clinics, WELLSTAR and CYBERWELL, our WELL Canada business is experiencing accelerating growth. In Q1 2025, WELL generated revenue of $120.6 million compared to $91 million in Q1 '24, an increase of 32% as compared to the previous year's growth of 30%. Similarly, adjusted EBITDA for WELL Canada reached $18.7 million in Q1 '25, up from $14.5 million in Q1 '24, representing an increase of 29% as compared to the prior year's growth of 23%. As you can see here, we have a very steady history of improving our EBITDA growth in Canada, which has been attributable to both organic and inorganic growth. We recently increased our investments in shared services and clinic transformation and we believe we're well-positioned to continue this growth journey with Canadian clinics, WELLSTAR and CYBERWELL. The WELL Canada team achieved annual adjusted EBITDA of $56.3 million in 2024, an increase of 23% as compared to $46 million in 2023. In 2025, we're expecting our adjusted EBITDA in Canada to experience over 25% growth, inclusive of both organic and inorganic growth. We're very confident in our Canadian business and are now targeting over $100 million in adjusted EBITDA in Canada alone by the end of next year and on an annualized run rate basis, inclusive of additional M&A activity. We think this is very much an achievable goal and are focused on making this a reality. Note that this may require some of the divestments that we've been talking about to go through so that we have the capital to reinvest and grow. Moving on, in Q1 2025, we continued executing on our strategic growth plan through the expansion of our clinic network. We acquired over 11 clinics, generating $31.5 million in annual revenue. Our owned and operated clinic network welcomed 71 new providers in the first quarter, further strengthening our capacity to deliver high-quality care. With a diversified clinic strategy, a growing physician base and a scalable expansion model, we're well-positioned to drive long-term growth and operational efficiency. We now have a very healthy pipeline of clinic acquisition opportunities, which I believe is directly correlated with the challenges doctors are feeling in the marketplace and WELL's growing brand recognition. We continue to focus on acquiring Canadian clinics, both under our absorption model and our paid acquisition model. As a reminder, under the absorption model, we are usually acquiring clinics with lower operating margins for nominal consideration. Meanwhile, under the acquisition model, we're acquiring more profitable clinics that can typically be acquired for approximately 3 to 5x EBITDA multiples. Our current pipeline of Canadian clinics acquisition opportunities is very active. In Canadian clinics, we currently have 8 signed LOIs, representing 10 clinics and approximately $44 million in annual revenue. This is an improvement from our prior call last month, where we have 5 clinics with $31 million in annual revenue under LOI. In total, across the organization including -- apologies, that was $65 million in annual revenue. In total, across the entire organization, including Canadian clinics, WELLSTAR and WELL USA, we have a total of 11 signed LOIs, representing approximately $65 million in annualized revenue. This compares favorably to our call last month, where we had 7 signed LOIs and approximately $40 million in annualized revenue. We're expecting to execute on this pipeline of signed LOIs in a non-dilutive manner to current operating margins. We also have a very large pipeline of target acquisitions that are in a pre-LOI stage. We have more than 35 targets engaged, representing over $360 million in annual revenue and more than 130 clinics. The fourth theme I'd like to talk about is our current strategic review process of Wisp and Circle Medical. Let's start with Wisp. As we've discussed on our Q4 conference call just a month ago, we concluded the first phase of our strategic review for Wisp resulting in the receipt of numerous proposals from prospective acquirers. While interest in Wisp was significant, the Board determined that none of the proposals adequately reflected Wisp's exceptional operational performance, accelerating growth trajectory and substantial market opportunity in women's health care. Throughout the review process, Wisp continued to demonstrate strong business fundamentals with consistent revenue growth and operating margin expansion. This performance reinforces the Board's conviction in Wisp's long-term value potential beyond what was reflected in the proposals received. The company and its advisers continued to actively work on the strategic review process, and we remain committed to our strategy of divesting the company's U.S. digital assets in order to allocate more capital into Canada and we'll provide further updates as appropriate. Operationally, Wisp had a very strong Q1 2025 with record quarterly revenue of $29.5 million, an increase of 40% from Q1 '24 and it achieved adjusted EBITDA of $459,000 in Q1 compared to $850,000 in Q1 '24. Wisp is performing very well and we're expecting Wisp to have improved EBITDA performance in 2025, which we believe may assist in attracting a more favorable valuation. Moving on to Circle Medical. Last year, we engaged a global investment bank to consider strategic alternatives for Circle. This process had recently flowed down to the regulatory inquiry. However, we are now continuing to move forward on the sale process of Circle Medical and currently have a number of active discussions and engagements occurring with interested parties. While the regulatory inquiry will continue to be a factor, we do not necessarily believe that this matter needs to be fully resolved before a sale takes place or a strategic alternative can be found. Circle Medical's patient visits in Q1 were 208,000, representing approximately 19% growth over last year's visits of 174,000. We continue to believe that unlocking the value from Circle and Wisp could result in significant cash benefit to WELL, which we'll use in a variety of ways, including redeploying the capital into our Canadian clinic footprint, where we have significant leadership advantage and exceptional ROIC performance. We will provide material updates as they become available. And with that, I'd like to pass the call over to our CFO, Eva Fong, who will review the financials for Q1.

Thank you, Hamed. WELL achieved record quarterly revenue of $294.1 million in Q1 2025, marking a 32% increase compared to $223.5 million generated in Q1 of last year. This growth was driven primarily by strong organic expansion and recent acquisitions. Excluding the impact of Circle Medical's deferred revenue adjustments, Q1 2025 revenue would have reached $307 million. Adjusted EBITDA in Q1 2025 was $27.6 million, a 36% increase compared to $20.2 million in Q1 2024. Excluding the impact of Circle Medical's deferred revenue adjustments, adjusted EBITDA would have reached $34.1 million. These growth rates are comparing periods between Q1 2025 and Q1 2024, where both periods have been impacted by the Circle Medical deferred revenue adjustments. Overall, our Q1 2025 results reflect a solid start to the year despite the challenges related to Circle Medical's deferred revenue, as Hamed previously discussed. WELL reported a net loss of $41.9 million or negative $0.19 per share in Q1 2025 compared to net income of $13.8 million or $0.05 per share in Q1 2024. The decrease in net income was primarily due to fair value adjustments on the company's HEALWELL investments and the deferred revenue from Circle Medical, which will be recognized in future periods. Adjusted net income for Q1 2025 was $7.5 million or $0.03 per share compared to adjusted net income of $17.2 million or $0.07 per share in Q1 2024. We note that last year, Q1 2024 adjusted net income benefited from a gain on our sale of Intrahealth to HEALWELL of $11.3 million. Excluding the Intrahealth gain and the Circle Medical deferred revenue impact, there was actually a $2.6 million improvement in adjusted net income. Excluding the impact of Circle Medical deferred revenue adjustments, adjusted free cash flow attributable to shareholders was $11.8 million in Q1 2025, a slight decline from $12.6 million in Q1 of last year, which benefited from a number of onetime payments to physicians. The decline was largely due to higher capital expenditure and cash taxes paid. Cash interest was -- has remained stable with higher debt balances and lower interest rates. Now turning to our balance sheet as of March 31, 2025. WELL ended Q1 2025 with a solid balance sheet, holding cash and cash equivalents of $103.2 million. We remain in good standing and fully compliant with all covenants related to our 2 credit lines, JPMorgan in the U.S. and Royal Bank in Canada. The outstanding debt from these credit lines was approximately CAD 340 million as of March 31, 2025. Our balance sheet continues to be strong and we are confident that we will continue to see strong free cash flow generation in 2025. I'm pleased to report that we have the cash and available resources to continue to fund our M&A program, as Hamed has discussed earlier. I'm also very pleased to confirm that we will be reinitiating our share buyback program shortly after reporting our Q1 results. We believe our shares are undervalued and we will continue to improve our cash flow and demonstrate the power of our platform by returning value to our shareholders. That concludes my financial update and I'll now turn the call back over to Hamed.

Thank you, Eva. I'm very excited about our outlook for this year in which we expect to achieve record revenue, record EBITDA, adjusted EBITDA and record net income and record free cash flow. First of all, I want to reiterate our 2025 guidance as conveyed last quarter, but I want to add a little more clarity for those who are trying to better understand how guidance incorporates deferred revenue. So we've expressed the guidance also excluding Circle Medical impact as being guidance for revenue for 2025 at $1.35 billion to $1.4 billion and guidance for adjusted EBITDA is between $140 million and $160 million. This guidance doesn't include any unannounced acquisitions and we have a tremendous pipeline of potential targets that could significantly boost guidance upwards. In addition, we have not included any amounts from the $24.5 million in delayed earnings on CRH until the claims affected are collected or there's a formal settlement with health care -- Change Healthcare. Our guidance also includes fully consolidated financial results from HEALWELL starting in Q2 2025. Based on the guidance they gave to the market recently, we are expecting HEALWELL to contribute approximately $120 million in revenue and positive EBITDA to WELL's consolidated financial statements in 2025. We believe HEALWELL is on a strong growth trajectory and we will see double-digit growth through 2026 based on the strength of the platform there, especially post the Orion acquisition. Orion is very well-positioned for public sector wins in Canada and beyond given the tariff situation and geopolitical matters that we're all witness to as their main competitors are U.S. companies, not only in Canada, but all over the world. As I outlined at the outset of the call, we believe exiting our U.S. care businesses will not only reduce complexity to our business, but also unlock significant capital opportunities for us to grow and accelerate our Canadian business, which is demonstrating significant growth and predictability, which is a quality that we really appreciate given some of the volatility we're seeing in the U.S. health care markets. Divestments of these assets will allow us to redeploy capital into the Canadian market and further improve shareholder value given our superior return on capital invested capabilities in Canada. While our most pressing priorities are to execute on our Circle Medical and Wisp processes, we will start to undertake efforts to seek strategic alternatives for our CRH business as well. I want to stress that this will not be rushed. It will be a thoughtful and measured process as we generate significant revenue and cash flow at CRH and we want to make sure we have a good strategy to free up cash value and replace profitability with opportunities in Canada. Our Canadian business, including Canadian clinics, WELLSTAR and CYBERWELL, is outperforming and we have many tailwinds in the Canadian health care market driving growth in the business, including a strong buy Canadian sentiment from the federal and provincial agreement -- governments. We are expecting WELL Canada's adjusted EBITDA to grow by at least 25% in 2025, inclusive of acquisitions. And our longer-term view of the Canadian market, as I mentioned earlier, remains very bullish. As noted earlier, we're targeting inclusive of Canadian clinics, WELLSTAR and CYBERWELL, to be over $800 million in revenue and over $100 million in adjusted EBITDA, inclusive of acquisitions in the next couple of years. We are the market share leader in Canada with the largest owned and operated clinic network which we believe will experience substantial growth and profitability improvements in the coming years as we continue to pursue our long-term market share goal of 10%. In addition, WELLSTAR is the health care technology leader in Canada, whose growth will only accelerate with the future IPO and access to capital. In summary, we're very pleased with the strengthening fundamentals of our business and look forward to delivering strong results in 2025 and beyond. WELL's growth engine has never been stronger. Our organic growth is operating at an optimal level while we are executing on an extremely healthy M&A pipeline. We have a strong balance sheet and are well-positioned to improve shareholder value. We have a committed and disciplined team to ensure we can execute on our objectives. To that, I would like to thank WELL's senior management team, our Board of Directors, all of our employees and contractors for their tremendous effort. In particular, I'd like to thank our team of health care practitioners and other frontline workers who are providing incredible care. We are here to support them as they're the real backbone of the health care industry. I want to thank you all for joining us on this call today and thank our shareholders and investors for their continued support. The capital markets have been very supportive of our vision and have provided us with the funding needed to pursue our goals and drive societal value and provide the care that we all need. And with that, operator, we'd be open -- please open the line to questions.

[Operator Instructions] The first question comes from Michael Freeman at Raymond James.

Thank you very much for this super-thorough presentation. We really appreciate this rich data. So I guess my first question, I wonder if you could take us through the process of WELL accumulating something in the direction of 10% market share of Canadian clinics. Curious how you envision the process of acquiring clinics and clinic networks and wonder if there are parts of your clinic transformation organization that might need to scale in order to achieve this? And I'm wondering if you see any risks in growing to this scale?

Yes. Thank you, Michael. Great question. Look, we thought a lot about this. And I'll just say that really most of primary care in the country is characterized by a very long tail. There's very few networks. And so one of the things that I think really position us well is we just don't know of anyone else who has been able to take these sort of small baskets of clinics and improve them, improve their margins, go through that change management that's required with the physicians. Sometimes a more scaled platform will become available and we find that there's quite a lot of interest in those. But even from a primary care perspective, we're finding that the profitability in those more scaled platforms is not very high. You really -- and this is exemplified by what happened with ELNA, which obviously was the second largest network after us, and they went off side with their covenants and recently, their assets have become available. So to be successful in this market, you have to be very good at doing the small acquisition, which is not always an easy thing because you have to expend a lot of resources and time and effort to really build a machine that can scale. To that end, we have scaled our clinic transformation team quite a bit. You'll note that some of our overhead expenses increased. That was directly correlated with improvements in our shared services as we're now at roughly 7,000 member team in all of the WELL family of companies and the vast majority of that is in WELL clinics. I'll also mention that in the diagnostic side of things, there are a few larger clinic networks and some that we're speaking to right now and have reflected in our pipeline that we shared with you earlier. There, there is -- there are some more, sort of chunky assets that could significantly and dramatically improve our outlook right away. And so if anything like that happens, obviously, we will let investors know, but we are very much focused on that. And by the way, that's why it's important, I think, for us to make these divestments in the U.S. a priority because we are seeing some opportunities to redirect and allocate capital that we think would be transformational even for our own clinic network. Hopefully, that's helpful.

Super helpful. Now I wonder, speaking of divesting of assets in the States, you gave us some good color on the processes for Wisp and Circle and then I appreciate you describing that you do plan to ultimately exit from CRH and provider staffing. So I wonder if on those 2 last assets, do you anticipate those 2 assets being sold together or separately? And then I wonder if you could give us an idea of rational selling multiple for these sorts of assets that you might see out there in the market?

Yes. It's a very good question. I mean, look, I think that we would be open to both. I think our preference would be to sell it as one asset because it would be simpler for us and better for the team, which is definitely a factor for us. We have a great team there that's done a great job and we want to make sure that they have a great experience with -- in terms of what ends up happening next. But I think that it is possible that the assets are sufficiently different, where there would be pure-play interest in one versus the other. As far as multiples are concerned, I think that this is an area where we'll learn more over the next little while. We haven't done a ton of work in this area right now. Of course, we've been staying abreast of developments in the space. What we understand is that actually provider staffing could fetch a higher multiple than general anesthesia just because of the scarcity of providers in the United States and because provider staffing is a less inflation-sensitive business than the care business at CRH anesthesia. I would say that, look, we're -- we'd hope that there would be double digit multiples on both sides, but we'll learn more and we'll keep you posted.

The next question comes from David Kwan at TD Cowen.

Congrats on a nice rebound quarter here. Could you talk about maybe what's going on with OceanMD and the BC contract? Can you talk about specifically, I guess, where you are in the deployment there and when we should expect revenues to start ramping?

Yes. Thanks very much, David. We -- our deployment has been tracking along well. We've met our deliverables. We understand that BC is currently going through a lot of change. And so we're awaiting sort of next steps and this is not just in terms of digital health, it's the entire province. I think since the election, they're kind of -- there's a new boss at PHSA. They're going through a lot of strategy review and whatnot. I will note that our OceanMD referral numbers are improving quite a bit on a percentage basis. Note that the number of e-referrals is still quite low as compared to a market like Ontario, but we're starting to see some real nice uptick. Note that WELL clinics actually are starting to help really do that. So we haven't received any specific feedback on next steps, but we do know that that should be happening in the near future and we'll keep everyone posted. I will add that with OceanMD, there are other major provinces now that are heading down the line with the company and we expect and are tracking to hopefully new contracts as well.

No, that's very helpful, Hamed, just in terms of the color there. And then just quickly on Wisp, the EBITDA margins fell this quarter a bit under 2%. I guess, first off, how much of that was due to the increased marketing and promotion expenses? And I think there's also talk about higher compliance costs. And then secondly, as you look to sell that business, you talked about last quarter more interest coming from financial buyers, so trying to get those margins up. Given it probably would take a couple of quarters, I think maybe just try to convince these potential buyers of the potential margin opportunity and profile of the company, do you think that that maybe pushes out the timing for a potential sale of Wisp?

I don't think so because I think we are just continuing to see great growth. I mean, you look at the year-over-year growth that the business had, I mean -- so typically, we are -- if you kind of go back in time, you'll note that we always have a bit of a slow start in terms of EBITDA with Wisp. And that is because we sort of -- at the beginning of the year, we lean a bit more into advertising because seasonally, we do see very predictably every single year that first quarter is the lowest prices in Q4 with Christmas, of course, the important Christmas season, you have the highest rates in advertising. And so we tend to be very strategic around increasing our spend at the front end of the year so we can acquire more customers and we can sort of play out and try to grow the LTV of those customers. And so I think you're seeing some of the same pattern there. And yes, we did have some more compliance costs. That's a real priority for us all throughout the United States. And so that factored in a little bit as well. But we have a lot of confidence that we're already starting to see margins expand into Q2 and we believe the back half of the year will continue to be as strong and predictable as it was last year.

The next question comes from Scott Fletcher at CIBC.

I wanted to ask on the organic growth in the WELLSTAR business, again, strong again. If you could just maybe dig into some of the contributing assets, that would be great.

Yes. Thanks a lot, Scott. Yes, you're absolutely right. Very good consistent performance there. We have the sort of the 3 key divisions there and they all performed well and they're all very steady. So our EMR group has done a great job within the Oscar Group to really kind of migrate some of the acquisitions that we've made. We fully now migrated off the Indivica platform that we had acquired. Even though that was an Oscar platform, it was a fork to Oscar, which was sufficiently different where that would have been a key matter. And so that's been fully done and in a really quality way. AwareMD is actually executing quite well as well in our EMR segment. Ocean, of course, continues at elevated organic growth levels. And same with billing and back office. I mean, that's an area that we've really built out and DoctorCare has just been a steady driver and just very relevant to doctors' needs these days as these billing systems become more complex in the different provinces. Doctors don't want to do their billing anymore and we're really beefing up the back office. Of course, our acquisition of Bluebird was important in the last quarter and I think the organic growth there is pretty solid. So look, we expect this to continue and we think that WELLSTAR will continue to be a reliable Rule of 40 to Rule of 50 player.

Okay. And then as a follow-up there, you mentioned in your prepared remarks that as you look to get out of the U.S., you might still serve some of the software tools into the U.S. with WELLSTAR. In terms of the pipeline, are most of the assets that you might look to buy there still largely Canadian-focused?

Yes, I'm glad you brought that up, actually, because you're right. I made a kind of a very slight reference to that. And of course, WELLSTAR is not in the United States today. But we have tremendous software and we very much could see this all throughout the world and we think the Commonwealth countries could be a great place. But we also believe that having the Orion Health team resell WELLSTAR broadly could be very helpful. And so that's something that you're going to start to see happen over the next little while. Currently, we don't have a U.S. digital health business in our M&A pipeline. Most of, if not all of those assets in WELLSTAR's M&A pipeline are in Canada today with our intense focus on Canada. And we're very excited about that because there is some white space where we are not currently operating that we'd like to close up. Hopefully, that's helpful.

Thank you. This concludes today's Q&A. I will turn the call back over to Hamed Shahbazi for closing comments.

Well, thank you very much for joining today and for all your support and questions and we look very much to delivering our Q2 report in August. And until then, we wish you a very safe summer and hopefully, fantastic markets to go along with that. Be well and thanks again.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and we ask that you please disconnect your lines.